10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended June 30, 2021
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from __________ to __________

Commission File No. 000-50331

CalEthos, Inc.

(Exact name of registrant as specified in its charter)

Nevada	98-0371433
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

11753 Willard Avenue Tustin, California	92782
(Address of Principal Executive Offices)	(Zip Code)

(714) 352-5315

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

☐	Large accelerated filer	☐	Accelerated filer
☒	Non-accelerated filer	☒	Smaller reporting company
		☐	Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒ No ☐

As of July 31, 2021, there were 14,470,621 outstanding shares of the registrant’s common stock, par value $0.001 per share.

CalEthos, Inc.

Quarterly Report on Form 10-Q

Six and Three Months Ended June 30, 2021

TABLE OF CONTENTS

		Page
Cautionary Note Regarding Forward-Looking Statements		-ii-
PART 1-FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)
	Condensed Balance Sheets as of June 30, 2021 (unaudited) and December 31, 2020	F-2
	Condensed Statements of Operations for the three and six months ended June 30, 2021 and 2020 (Unaudited)	F-3
	Condensed Statements of Stockholders’ deficit for the three and six months ended June 30, 2021 and 2020 (Unaudited)	F-4
	Condensed Statements of Cash Flows for the six months ended June 30, 2021 and 2020 (Unaudited)	F-5
	Condensed Notes to Financial Statements	F-6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	4
Item 4.	Control and Procedures	4
PART II-OTHER INFORMATION
Item 1.	Legal Proceedings	5
Item 1A.	Risk Factors	5
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5
Item 3.	Defaults Upon Senior Securities	5
Item 4.	Mine Safety Disclosures	5
Item 5.	Other Information	5
Item 6.	Exhibits	6
SIGNATURES		7

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information set forth in this Quarterly Report on Form 10-Q, including in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere herein, may address or relate to future events and expectations and as such constitutes “forward-looking statements” within the meaning of the Private Securities Litigation Act of 1995. Statements which are not historical reflect our current expectations and projections about our future results, performance, liquidity, financial condition, prospects and opportunities and are based upon information currently available to us and our management and their interpretation of what is believed to be significant factors affecting our business, including many assumptions regarding future events. Such forward-looking statements include statements regarding, among other things:

● our ability to implement our current stated business plans;

● our ability to retain key members of our management team;

● our future financing or acquisition plans and our ability to consummate any such transactions on favorable terms if at all;

● our anticipated needs for working capital; and

● our ability to establish a market for our common stock and operate as a public company.

Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “may,” “should,” “would,” “could,” “scheduled,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “seek,” or “project” or the negative of these words or other variations on these words or comparable terminology. Actual results, performance, liquidity, financial condition and results of operations, prospects and opportunities could differ materially and perhaps substantially from those expressed in, or implied by, these forward-looking statements as a result of various risks, uncertainties and other factors.

Particularly in light of our current status as a shell company, there can be no assurance that the forward-looking statements contained herein will in fact occur. Readers should not place undue reliance on any forward-looking statements. Except as expressly required by the federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.

-ii-

CalEthos, Inc.

Six Months Ended June 30, 2021

Index to the Financial Statements

Contents	Page (s)
Condensed Balance Sheets at June 30, 2021 (Unaudited) and December 31, 2020	F-2
Condensed Statements of Operations for the three and six months ended June 30, 2021 and 2020 (Unaudited)	F-3
Condensed Statements of Stockholders’ deficit for the three and six months ended June 30, 2021 and 2020 (Unaudited)	F-4
Condensed Statements of Cash Flows for the six months ended June 30, 2021 and 2020 (Unaudited)	F-5
Condensed Notes to the Financial Statements (Unaudited)	F-6

F-1

CalEthos, Inc.

Condensed Balance Sheets

	June 30, 2021			December 31, 2020
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	8,000		$	-
Prepaid expenses		-			2,000
Total Current Assets		8,000			2,000
Total Assets	$	8,000		$	2,000
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Accounts payable	$	430,000		$	611,000
Convertible promissory notes, net		757,000			703,000
Notes payable		110,000			11,000
Total Current Liabilities		1,297,000			1,325,000
Total Liabilities		1,297,000			1,325,000
STOCKHOLDERS’ DEFICIT
Series A convertible preferred stock, par value $0.001, 3,600,000 shares authorized		-			-
Preferred stock, par value $0.001: 100,000,000 shares authorized; no shares issued and outstanding		-			-
Common stock par value $0.001: 100,000,000 shares authorized; 14,470,621 and 16,634,951 shares issued and outstanding		15,000			17,000
Additional paid-in capital		9,530,000			8,744,000
Stock subscription receivable		(2,000	)		(2,000	)
Accumulated deficit		(10,832,000	)		(10,082,000	)
Total Stockholders’ Deficit		(1,289,000	)		(1,323,000	)
Total Liabilities and Stockholders’ Deficit	$	8,000		$	2,000

See accompanying notes to the unaudited condensed financial statements.

F-2

CalEthos, Inc.

Condensed Statements of Operations

(Unaudited)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2021			2020			2021			2020
Revenues	$	-		$	-		$	-		$	-
Operating Expenses
Professional fees		633,000			60,000			706,000			192,000
General and administrative expenses		3,000			3,000			5,000			45,000
Operating expenses		636,000			63,000			711,000			237,000
Loss from operations		(636,000	)		(63,000	)		(711,000	)		(237,000	)
Other expenses
Financing cost		(22,000	)		(33,000	)		(39,000	)		(197,000	)
Loss on extinguishment of series A convertible preferred stock		-			-			-			(138,000
		(22,000	)		(33,000	)		(39,000	)		(335,000	)
Loss before provision for income taxes		(658,000	)		(96,000	)		(750,000	)		(572,000	)
Provision for income taxes		-			-			-			-
Net loss		(658,000	)		(96,000	)		(750,000	)		(572,000	)
Other comprehensive income (loss)		-			-			-			-
Comprehensive loss	$	(658,000	)	$	(96,000	)	$	(750,000	)	$	(572,000	)
Net loss per share	$	(0.04	)	$	(0.01	)	$	(0.04	)	$	(0.03	)
Weighted average common shares outstanding:
Basic and diluted		17,468,785			16,634,951			17,052,285			16,634,951

See accompanying notes to the unaudited condensed financial statements.

F-3

CalEthos, Inc.

Condensed Statements of Stockholders’ Deficit

(Unaudited)

For the Three and Six Months Ended June 30, 2021

	Series A Convertible Preferred				Preferred Stock				Common Stock						Additional Paid-In		Stock Subscription			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares			Amount			Capital		receivable			Deficit			Deficit
Balance January 1, 2021		-	$	-		-	$	-		16,634,951		$	17,000		$	8,744,000	$	(2,000	)	$	(10,082,000	)	$	(1,323,000	)
Relative fair value of warrants issued with convertible promissory note		-		-		-		-		-			-			3,000		-			-			3,000
Stock options issued for services		-		-		-		-		-			-			52,000		-			-			52,000
Stocks issued from debt forgiveness		-		-		-		-		75,000			-			98,000		-			-			98,000
Additional capital from debt forgiven		-		-		-		-		-			-			68,000		-			-			68,000
Net loss		-		-		-		-		-			-			-		-			(92,000	)		(92,000	)
Balance March 31, 2021		-		-		-		-		16,709,951			17,000			8,965,000		(2,000	)		(10,174,000	)		(1,194,000	)
Stocks returned		-		-		-		-		(3,674,330	)		(4,000	)		4,000		-			-			-
Stock options issued for services		-		-		-		-		-			-			561,000		-			-			561,000
Stocks issued on exercise of warrants		-		-		-		-		1,435,000			2,000			-		-			-			2,000
Net loss		-		-		-		-		-			-			-		-			(658,000	)		(658,000	)
Balance June 30, 2021		-	$	-		-	$	-		14,470,621		$	15,000		$	9,530,000	$	(2,000	)	$	(10,832,000	)	$	(1,289,000	)

For the Three and Six Months Ended June 30, 2020

	Series A Convertible Preferred					Preferred Stock				Common Stock				Additional Paid-In			Stock Subscription			Accumulated			Total Stockholders’
	Shares			Amount		Shares		Amount		Shares		Amount		Capital			receivable			Deficit			Deficit
Balance January 1, 2020		85,975		$	-		-	$	-		16,634,951	$	17,000	$	8,750,000		$	(2,000	)	$	(9,326,000	)	$	(561,000	)
Conversion of series A convertible preferred stock to convertible promissory notes		(85,975	)		-		-		-		-		-		(119,000	)		-			-			(119,000	)
Fair value of warrants issued with the conversion of series A convertible preferred stock		-			-		-		-		-		-		52,000			-			-			52,000
Debt premium on issuance of convertible promissory notes for conversion of series A convertible preferred stock		-			-		-		-		-		-		58,000			-			-			58,000
Net loss		-			-		-		-		-		-		-			-			(476,000	)		(476,000	)
Balance March 31, 2020		-			-		-		-		16,634,951		17,000		8,741,000			(2,000	)		(9,802,000	)		(1,046,000	)
Relative fair value of warrants issued with convertible promissory notes		-			-		-		-		-		-		1,000			-			-			1,000
Net loss		-			-		-		-		-		-		-			-			(96,000	)		(96,000	)
Balance June 30, 2020		-		$	-		-	$	-		16,634,951	$	17,000	$	8,742,000		$	(2,000	)	$	(9,898,000	)	$	(1,141,000	)

See accompanying notes to the unaudited condensed financial statements.

F-4

CalEthos, Inc.

Condensed Statements of Cash Flows

For the Six Months Ended June 30,

(Unaudited)

	2021			2020
Cash flows from operating activities
Net loss	$	(750,000	)	$	(572,000	)
Adjustments to reconcile net loss to net cash used in operating activities
Amortization of convertible promissory note discounts		7,000			183,000
Loss on extinguishment of convertible preferred stock		-			86,000
Fair value of warrants issued for extinguishment of preferred stock		-			52,000
Fair value of equity based compensation		575,000			-
Changes in operating assets and liabilities:
Prepaid expenses		2,000			-
Accounts payable and accrued expenses		23,000			110,000
Net cash used in operating activities		(143,000	)		(141,000	)
Cash flows from financing activities
Proceeds from the issuance of convertible promissory notes		50,000			20,000
Proceeds from the issuance of notes		99,000			-
Proceeds from the exercise of warrants		2,000			-
Net cash provided by financing activities		151,000			20,000
Net increase (decrease) in cash		8,000			(121,000	)
Cash, beginning of period		-			123,000
Cash, end of period	$	8,000		$	2,000
Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
Non-cash investing and financing activities
Relative fair value of warrants issued with convertible promissory notes	$	3,000		$	-
Accrued equity compensation granted	$	38,000		$	-
Common stock issued from forgiven debt	$	98,000		$	-
Additional capital from forgiven debt	$	68,000		$	-
Conversion of series A preferred stock to convertible promissory notes	$	-		$	147,000
Fair value of warrants issued with the conversion of series A convertible preferred stock	$	-		$	52,000
Debt premium on issuance of convertible promissory notes for conversion of series A convertible preferred stock	$	-		$	58,000

See accompanying notes to the unaudited condensed financial statements.

F-5

CalEthos, Inc.

June 30, 2021

Condensed Notes to the Financial Statements

(Unaudited)

Note 1 – Organization And Accounting Policies

CalEthos, Inc. (the “Company”) (fka RealSource Residential, Inc.) was incorporated on March 20, 2002 under the laws of the State of Nevada. Since the second quarter of 2016, the Company has been a “shell” company, as defined in Rule 12b-2 under the Exchange Act.

Change in Control

On May 16, 2018, certain majority stockholders of the Company, including certain former directors and officers of the Company, entered into a stock purchase agreement dated May 16, 2018 (the “Control Purchase Agreement”) with RealSource Acquisition Group, LLC, a Utah limited liability company (“RealSource Acquisition”), whereby RealSource Acquisition agreed to purchase an aggregate of 11,006,356 shares (440,256 shares after giving effect to the Reverse Stock Split (see Note 3)) (the “Control Shares”) of the Company’s issued and outstanding shares of common stock for an aggregate purchase price of $180,000. Immediately prior to the closing under the Control Purchase Agreement on September 12, 2018 (the “Closing Date”), RealSource Acquisition assigned its rights under the Control Purchase Agreement to M1 Advisors, LLC, a Delaware limited liability company (“M1 Advisors”), pursuant to a purchase agreement and assignment and assumption of contract rights dated as of August 28, 2018 between RealSource Acquisition and M1 Advisors. M1 Advisors paid RealSource Acquisition $80,000 as consideration for such assignment.

Effective on the Closing Date, and in accordance with the amended and restated bylaws of the Company and the requirements of the Control Purchase Agreement, (a) each of Michael S. Anderson, Nathan W. Hanks and V. Kelly Randall resigned as directors of the Company, (b) Michael Campbell, the sole member of M1 Advisors, and Piers Cooper were elected to the Company’s board of directors, and (c) Mr. Hanks also resigned as president and chief executive officer of the Company, Mr. Randall also resigned as chief operating office and chief financial officer of the Company, Mr. Campbell was appointed the chief executive officer of the Company and Piers Cooper was appointed president of the Company.

On the Closing Date, the Company entered into a series A preferred stock purchase agreement dated as of the Closing Date (the “Preferred Purchase Agreement”) with M1 Advisors, which is an entity controlled by Michael Campbell, the Company’s chief executive officer and a director of the Company at such time, Piers Cooper, the Company’s president and a director of the Company at such time, the members of RealSource Acquisition, and the other investors who were signatories thereto (collectively, the Purchasers”). Pursuant to the Preferred Purchase Agreement, the Company sold to the Purchasers an aggregate of 15,600,544 shares of the Company’s series A preferred stock, which has since been re-designated as Founder preferred stock (“Founder Preferred Stock”), for an aggregate purchase price of $16,000, or $0.001 per share. Of the Founder Preferred Stock purchased, 9,320,414 shares were purchased by M1 Advisors, 4,674,330 shares were purchased by Mr. Cooper and an aggregate of 1,195,000 shares were purchased by the members of RealSource Acquisition or their assigns.

Immediately following the above transactions, an aggregate of 15,600,544 shares of Founder Preferred Stock and 630,207 shares of common stock was issued and outstanding. At such time, the shares of Founder Preferred Stock and common stock owned by M1 Advisors represented approximately 60.14% of the issued and outstanding shares of capital stock of the Company on a fully-diluted basis and the shares of Founder Preferred Stock owned by Mr. Cooper represented approximately 28.80% of the issued and outstanding shares of capital stock of the Company on a fully-diluted basis. The shares of Founder Preferred Stock acquired by M1 Advisors were purchased with funds that M1 Advisors borrowed from another entity controlled by Mr. Campbell.

On December 20, 2018, all outstanding shares of Founder Preferred Stock was converted in to shares of the Company’s common stock on a one-for-one basis pursuant to the terms of the Founder Preferred Stock.

F-6

Business Activity

Following the change in control, as described above, the board of directors determined to establish the Company in the rapidly-growing cannabis industry, initially in the State of California. It is the current intention of the board of directors for our company to develop and manufacture a next generation high-performance computer system that is scalable, upgradeable and cost effective for processing cryptocurrencies, tokens and blockchain-based transactions. In order to fund our proposed business plan, we intend to raise funds from investors by issuing common stock, preferred stock and/or debt securities. Upon the consummation of such fundraising efforts and the commencement of such operations, it is expected that our company will cease being a shell company.

Financial Statement Presentation

The accompanying unaudited condensed financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 8-01 of Regulation S-X. Pursuant to these rules and regulations, certain information and note disclosures, normally included in financial statements prepared in accordance with GAAP, have been condensed or omitted. GAAP requires management to make estimates and assumptions that affect reported amounts and related disclosures. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2021. The balance sheet as of December 31, 2020 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by GAAP for complete financial statements. For further information, refer to the financial statements and notes thereto contained in the Annual Report on Form 10-K for the year ended December 31, 2020. The notes to the unaudited condensed financial statements are presented on a going concern basis unless otherwise noted.

Basis of Presentation

The accompanying condensed financial statements have been prepared assuming that the Company will continue as a going concern. The Company has no established operations. The Company incurred a net loss of approximately $750,000 for the six months ended June 30, 2021 and had an accumulated deficit of approximately $10,832,000 as of June 30, 2021. The Company has financed its activities principally through debt and equity financing and shareholder contributions. Management expects to incur additional losses and cash outflows in the foreseeable future in connection with its operating activities.

The Company’s condensed financial statements have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

The Company is subject to a number of risks similar to those of other similar stage companies, including dependence on key individuals; successful development, marketing and branding of products; uncertainty of product development and generation of revenues; dependence on outside sources of financing; risks associated with research and development; dependence on third-party suppliers and collaborators; protection of intellectual property; and competition with larger, better-capitalized companies. Ultimately, the attainment of profitable operations is dependent on future events, including obtaining adequate financing to fund its operations and generating a level of revenues adequate to support the Company’s cost structure.

The Company will need to raise debt or equity financing in the future in order to continue its operations and achieve its growth targets. However, there can be no assurance that such financing will be available in sufficient amounts and on acceptable terms, when and if needed, or at all. The precise amount and timing of the funding needs cannot be determined accurately at this time, and will depend on a number of factors, including market demand for the Company’s products and services, the success of product development efforts, the timing of receipts for customer deposits, the management of working capital, and the continuation of normal payment terms and conditions for purchase of goods and services. The Company believes its cash balances and cash flow from operations will not be sufficient to fund its operations and growth for the next twelve months from the issuance date of these financial statements. If the Company is unable to substantially increase revenues, reduce expenditures, or otherwise generate cash flows from operations, then the Company will likely need to raise additional funding from investors or through other avenues to continue as a going concern.

F-7

Debt Discounts

The Company accounts for debt discounts originating in connection with conversion features that remain embedded in the related notes in accordance with ASC 470-20, Debt with Conversion and Other Options. These costs are classified on the consolidated balance sheet as a direct deduction from the debt liability. The Company amortizes these costs over the term of its debt agreements as interest expense-debt discount in the consolidated statement of operations.

Earnings Per Share

We use ASC 260, “Earnings Per Share” for calculating the basic and diluted earnings (loss) per share. We compute basic earnings (loss) per share by dividing net income (loss) by the weighted average number of common shares outstanding. Diluted earnings (loss) per share is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding stock options and warrants and stock awards. For periods with a net loss, basic and diluted loss per share are the same, in that any potential common stock equivalents would have the effect of being anti-dilutive in the computation of net loss per share.

There were 1,525,214 common share equivalents at June 30, 2021 and 1,734,214 common share equivalents at June 30, 2020. For the three months ended June 30, 2021 and 2020, these potential shares were excluded from the shares used to calculate diluted. These securities were not included in the computation of diluted net earnings per share as their effect would have been antidilutive.

Recent Accounting Pronouncements

Changes to accounting principles are established by the Financial Accounting Standards Board’s (“FASB”) in the form of Accounting Standards Update (“ASU”) to the FASB’s Codification. We consider the applicability and impact of all ASUs on our financial position, results of operations, cash flows, or presentation thereof. The Company reviewed all recently issued pronouncement in 2021, but not yet effective, and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on the Company’s financial condition or the results of its operations.

Note 2 – Accounts Payable and Accrued Liabilities

The following table summarizes the Company’s accounts payable and accrued expense balances as of the date indicated:

	June 30, 2021		December 31, 2020
Trade payables	$	320,000	$	316,000
Accrued liabilities		37,000		255,000
Interest payable		73,000		40,000
Accounts payable and accrued expenses	$	430,000	$	611,000

F-8

Note 3 – Convertible Promissory Notes

During the period ended June 30, 2021, the Company issued convertible promissory notes in the amount of $55,000 (the “Notes”). The total proceeds were approximately $50,000, due to approximately $5,000 for an original issue discount. The Notes are non-interest bearing with the principal due and payable starting in March 1, 2022. Any amount of unpaid principal on the date of maturity will accrue interest at rate of 10% per annum (default interest). The principal amount and all accrued interest are convertible into shares of the Company’s common stock, as of the date of issuance, at a rate of $1.00 per share (“Conversion Rate”). The conversion rate is adjustable if, at any time when any principal amount of the Notes remains unpaid or unconverted, the Company issues or sells any shares of the Company’s common stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith), which is less than the Conversion Rate in effect on the date of such issuance (or deemed issuance) of such shares of common stock (a “Dilutive Issuance”). Immediately upon a Dilutive Issuance, the Conversion Rate will be reduced to the amount of the consideration per share received by the Company in such Dilutive Issuance. Events of default include failure to issue conversion shares, the occurrence of a breach or default under any other agreement, any money judgment, writ or similar process entered or filed against the Company or any of its property or other assets for more than $100,000, bankruptcy filing, application for the appointment of a custodian, trustee or receiver, insolvency, the Company’s common stock delisted, or dissolution, winding up, or termination of the business of the Company.

In connection with the issuance of the Notes, the Company issued to the purchasers of the Notes stock purchase warrants (the “Warrants”) to purchase an aggregate of 27,500 shares of the Company’s common stock for a purchase price of $1.50 per share, subject to adjustments.

In accordance with ASC 470 - Debt, the Company has allocated the cash proceeds amounts of the Notes among the Notes, the warrants and the conversion feature. The relative fair value of the warrants issued totaled approximately $3,000 and of the beneficial conversion totaled approximately $0, which amounts are being amortized and expensed over the term of the Notes. As of June 30, 2021, the amortization expense was approximately $7,000.

The Company determined that the conversion feature of the Notes would not be an embedded feature to be bifurcated and accounted for as a derivative in accordance with ASC 818-15, Derivatives and Hedging.

As of June 30, 2021 and December 31, 2020, the convertible promissory notes consisted of the following:

	June 30, 2021			December 31, 2020
Principal amount	$	763,000		$	708,000
Original issue discount		(4,000	)		(3,000	)
Warrant discount		(2,000	)		(2,000	)
Net balance	$	757,000		$	703,000

Interest expense on default convertible notes was $30,000 and $14,000 for the six months ended June 30, 2021 and 2020.

F-9

Note 4 – Notes Payable

On January 11, 2021, the Company issued promissory note with a principal value of $15,000. The interest on the Note shall accrue, beginning from the date of issuance, at an interest rate of 8% per annum. The principal and any accrued interest are payable on or before March 11, 2022 (maturity date). During any event of default under the Note, the interest rate shall increase to 10% per annum (default interest). Events of default include failure to pay principal or interest, breach of covenants, breach of representations and warranties, borrower’s assignment of substantial part of its property or business, any money judgment, writ, or similar process shall be entered or filed against the borrower or any subsidiary of the borrower or any of its properties or other assets for more than $100,000, bankruptcy, liquidation of business, and cessation of operations.

On February 19, 2021, the Company issued promissory note with a principal value of $25,000. The interest on the unpaid principal balance accrues at a rate of 10% per annum. The principal and any accrued interest shall be paid in a single installment on or before February 19, 2022 (maturity date). In the event that the Company fails to pay the balance of this Note in full on the due date or fails to make any payment due within 15 days of the due date, any unpaid principal shall accrue interest at the rate of 15% per annum during the default (default interest). Events of default include failure to make any payment including accrued interest when due, voluntary or involuntary petition of bankruptcy, appointment of a receiver, custodian, trustee or similar party to take possession of the Company’s assets or property, or assignment made by the Company for the benefit of creditors.

On April 22, 2021, the Company issued a promissory note with a principal value of $50,000. The interest on the unpaid principal balance accrues at a rate of 10% per annum. The principal and any accrued interest shall be paid in a single installment on or before April 22, 2022 (maturity date). In the event that the Company fails to pay the balance of this Note in full on the date or fails to make any payments due within 15 days of the due date, any unpaid principal shall accrue interest at the rate of 15% per annum during the default (default interest). Events of default include failure to make any payment including accrued interest when due, voluntary or involuntary petition of bankruptcy, appointment of a receiver, custodian, trustee or similar party to take possession of the Company’s assets or property, or assignment made by the Company for the benefit of creditors.

On April 5, 2021, the Company issued a promissory note with a principal value of $8,550. The interest on the unpaid principal balance accrues at a rate of 8% per annum. The principal and any accrued interest shall be paid in a single installment on or before July 5, 2021 (maturity date). In the event that the Company fails to pay the balance of this Note in full on the date or fails to make any payments due within 15 days of the due date, any unpaid principal shall accrue interest at the rate of 8% per annum during the default (default interest). Events of default include failure to make any payment including accrued interest when due, voluntary or involuntary petition of bankruptcy, appointment of a receiver, custodian, trustee or similar party to take possession of the Company’s assets or property, or assignment made by the Company for the benefit of creditors.

Interest expense on notes amounting to $3,000 and $0 for the six months ended June 30, 2021 and 2020, respectively.

Note 5 – Stockholders Deficit

In January 2021, Piers Cooper, our President and a member of our Board of Directors, resigned as an officer and director of our company (“Termination Agreement”). As part of the Termination Agreement, Mr. Cooper’s agreed to return 3,674,330 shares of the Company’s common stock (“Cancelled Shares”). The Cancelled Shares were returned and cancelled on April 20, 2021.

In February 2021, the Company signed a new consulting agreement that granted one of its shareholders an option to purchase 750,000 shares of the Company’s common stock at $0.001 per share for the consultancy work provided from August 2020 to February 2021. The options were fully vested on the date of issuance. The fair value of the options was approximately $52,000, as of the grant date, of which approximately $37,000 was expensed and accrued during the year ended December 31, 2020. The remaining fair value of approximately $15,000 was expensed during the six months ended June 30, 2021.

In March 2021, the CEO agreed to forgive approximately $68,000, due to him, which was treated as contributed paid in capital.

In March 2021, the CFO agreed to reduce amounts due to him from approximately $128,000 to $30,000. For the reduction of $98,000, the Company will issue 75,000 shares of common stock. The remaining liability of $30,000 will be paid in cash.

In May 2021, the Company signed a letter of understanding that granted one of its shareholders an option to purchase 300,000 shares of the Company’s common stock at $0.001 per share for the consultancy work provided during the Company’s restructuring phase from February 17, 2021 through April 30, 2021. The options were fully vested on the date of issuance. The fair value of the options was approximately $561,000, as of grant date, which was expensed during the six months ended June 30, 2021.

In May 2021, an option holder exercised three options for 385,000, 750,000 and 300,000 shares of the Company’s common stock at an exercise price of $0.001 for each option, for total proceeds of approximately $2,000.

F-10

Note 6 – Subsequent Events

The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The management of the Company determined the following reportable non-adjusting events:

Subsequent to June 30, 2021, the Company issued two (2) additional Notes for total cash proceeds of $30,000.

In July 2021, the Company issued a promissory note for cash amounting to $25,000 with 10% annual interest per year and a maturity date of July 1, 2022. The principal and accrued interest is payable in a single installment on or before the maturity date. In the event of default, the interest rate of the note shall increase to 15% per annum and computed on the basis of the actual number of days elapsed and a 365-day or 366-day year.

In July 2021, the Company issued a promissory note for cash amounting to $5,000 with 8% annual interest per year and a maturity date of October 12, 2021. The principal and accrued interest is payable in a single installment on or before the maturity date. In the event of default, the interest rate of the note shall increase to 8% per annum and computed on the basis of the actual number of days elapsed and a 365-day or 366-day year.

The promissory note issued April 5, 2021, for the principal amount of $8,550, was not repaid on its maturity date of July 5, 2021. So, the promissory note is in default.

F-11

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and the financial statements and related notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2020.

This discussion contains certain forward-looking statements that involve risks and uncertainties. Our actual results and the timing of certain events could differ materially from those discussed in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth herein and elsewhere in this Quarterly Report and in our other filings with the Securities and Exchange Commission. See “Cautionary Note Regarding Forward Looking Statements.”

Plan of Operations

As of the filing of this Report, it is the current intention of the board of directors for our company to develop and manufacture a next generation high-performance computer system that is scalable, upgradeable, and cost effective for processing cryptocurrencies, tokens and blockchain-based transactions. We are in the process of refining and finalizing the course of action needed to implement our proposed new business operations. As a result, management has not determined our actual short-term or long-term cash requirements, which management expects to be substantial.

We will require substantial financing to commence meaningful business operations and to achieve our goals, and a failure to obtain this necessary capital when needed on acceptable terms, or at all, could force us to delay, limit, reduce or terminate our product development plans, any commercialization efforts or other operations. We may not be able to secure financing on favorable terms, or at all, to meet our future capital needs. In addition, even if we are able to obtain sufficient funding to commence our business operations, we may need to pursue additional financing in the future to make expenditures and/or investments to support the growth of our business and may require additional capital to pursue our business objectives and respond to new competitive pressures, pay extraordinary expenses or fund our growth, including through acquisitions. Additional funds, however, may not be available when we need them on terms that are acceptable to us, or at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to commence our proposed business operations, to continue to grow and support our business and to respond to business challenges could be significantly limited.

Until we finalize our plans and raise capital to execute our business plan, our operations will be minimal, so our operating expenses will be similarly limited. Our pre-operational expenses have been and will continue to be funded by private placements of our debt and equity securities and loans from our majority shareholder.

Critical Accounting Policies

Our financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (US GAAP). Our fiscal year ends December 31.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations discuss our financial statements, which have been prepared in accordance with US GAAP. The preparation of these financial statements requires making estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenues and expenses for the reporting periods. On an ongoing basis, we evaluate such estimates and judgments. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ (perhaps significantly) from these estimates under different assumptions or conditions.

While all the accounting policies impact the financial statements, certain policies may be viewed to be critical. Our management believes that we do not have any significant accounting policies, given we had no meaningful operations as of June 30, 2021.

1

Results of Operations

Revenues

We had no revenues for the three and six months ended June 30, 2021 and 2020.

Expenses

Operating expenses for the three and six months ended June 30, 2021 were $636,000 and $711,000, respectively, compared to $63,000 and $237,000 for the three and six months ended June 30, 2020, respectively. The expenses in 2021 primarily included filing, legal and transfer agent fees and consulting fees paid to outside third parties.

Net loss

Net loss for the six months ended June 30, 2021 and 2020 was $750,000 and $572,000, respectively, consisting primarily of filing fees, transfer agent costs, legal fees and financing costs.

Liquidity and Capital Resources

Our financial position as of June 30, 2021 and December 31, 2020 were as follows:

Working Capital

	June 30, 2021			December 31, 2020
Current Assets	$	8,000		$	2,000
Current Liabilities		1,297,000			1,325,000
Working Capital Deficit	$	(1,289,000	)	$	(1,323,000	)

At June 30, 2021, we had cash of approximately $8,000. Working capital deficit decreased by approximately $34,000 from December 31, 2020 to June 30, 2021. The change in our working capital deficit was primarily due to increase in cash and cash equivalents used in operations approximately $8,000, decrease in prepaid expenses approximately $2,000, decrease in our accounts payable and accrued liabilities of approximately $181,000, increase in convertible promissory notes from new issuances with total proceeds of $50,000, and issuance of additional convertible promissory notes with principal amount of $99,000.

Cash Flows

	For the Six Months Ended June 30,
	2021			2020
Net cash from Operating Activities	$	(143,000	)	$	(141,000	)
Net cash from Investing Activities		-			-
Net cash from Financing Activities		151,000			20,000
Increase (decrease) in Cash during the Period		8,000			(121,000	)
Cash, Beginning of Period		-			123,000
Cash, End of Period	$	8,000		$	2,000

Our net cash used in operating activities was $143,000 and $141,000 for six-month period ended June 30, 2021 and 2020, respectively, resulting from operating expenses.

2

Plan of Operations and Cash Requirements

It is the current intention of the board of directors for our company to develop and manufacture next generation high-performance computer systems that are scalable, upgradable, and cost effective for processing cryptocurrencies, crypto-tokens, and other blockchain-based transactions. As of the filing of this Report, our management is still in the process of refining and finalizing the course of action needed to implement our proposed new business operations. As a result, management has not determined our actual short-term or long-term cash requirements, which management expects to be substantial.

We will require substantial financing to commence meaningful business operations and to achieve our goals, and a failure to obtain this necessary capital when needed on acceptable terms, or at all, could force us to delay, limit, reduce or terminate our product development plans, any commercialization efforts or other operations. We may not be able to secure financing on favorable terms, or at all, to meet our future capital needs. In addition, even if we are able to obtain sufficient funding to commence our business operations, we may need to pursue additional financing in the future to make expenditures and/or investments to support the growth of our business and may require additional capital to pursue our business objectives and respond to new competitive pressures, pay extraordinary expenses or fund our growth, including through acquisitions. Additional funds, however, may not be available when we need them on terms that are acceptable to us, or at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to commence our proposed business operations, to continue to grow and support our business and to respond to business challenges could be significantly limited.

Until we finalize our plans and raise capital to execute our business plan, our operations will be minimal, so our operating expenses will be similarly limited. Our pre-operational expenses have been and will continue to be funded by private placements of our debt and equity securities or by loans from our majority shareholder.

Off-Balance Sheet Arrangements

As of June 30, 2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K.

3

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company and therefore are not required to provide the information for this item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Report, our Chief Executive Officer and Chief Financial Officer (our “Certifying Officers”), conducted evaluations of our disclosure controls and procedures. As defined under Sections 13a – 15(e) and 15d – 15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the term “disclosure controls and procedures” means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (“SEC”). Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including the Certifying Officers, to allow timely decisions regarding required disclosures.

Based on their evaluation, the Certifying Officers concluded that, as of June 30, 2021, our disclosure controls and procedures were not effective.

The material weakness related to internal control over financial reporting that was identified at June 30, 2021 was that we did not have sufficient personnel staffing in our accounting and financial reporting department. As a result, we were not able to achieve adequate segregation of duties and were not able to provide for adequate review of the financial statements.

This control deficiency could result in a reasonable possibility that material misstatements of the financial statements will not be prevented or detected on a timely basis. However, our management believes that the material weakness identified does not result in the restatement of any previously reported financial statements or any other related financial disclosure, and management does not believe that the material weakness had any effect on the accuracy of our financial statements included as part of this Quarterly Report.

We will continue to monitor and evaluate the effectiveness of our disclosure controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking action and implementing additional enhancements or improvements, as necessary and as funds allow.

Changes in internal control over financial reporting.

There were no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Internal Controls

Readers are cautioned that our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our control have been detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any control design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

4

PART II- OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

We are a small reporting company, as defined by Rule 12b-2 of the Exchange Act, and are not required to provide the information under this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

During the six months ended June 30, 2021, the Company issued 1,435,000 shares of commons stock for cash proceeds of approximately $2,000 for the exercise of 1,435,000 warrants.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

None.

5

Item 6. Exhibits.

No.	Description of Exhibit
31.1	Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act 0f 2002
32.2	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act 0f 2002
101.INS *	XBRL Instance Document
101.CAL *	XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH *	XBRL Taxonomy Extension Schema Document
101.DEF *	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB *	XBRL Taxonomy Extension Labels Linkbase Document
101.PRE *	XBRL Taxonomy Extension Presentation Linkbase Document

* XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

6

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 16, 2021	CalEthos, Inc.
	By:	/s/ Michael Campbell
	Name:	Michael Campbell
	Title:	Chief Executive Officer
	By:	/s/ Dean S Skupen
	Name:	Dean S Skupen
	Title:	Chief Financial Officer

7

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer

Pursuant to Rule 13a-14(a)

I, Michael Campbell, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of CalEthos, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 16, 2021
By:	/s/ Michael Campbell
Name:	Michael Campbell
Title:	Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification of Principal Financial Officer

Pursuant to Rule 13a-14(a)

I, Dean S Skupen, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of CalEthos, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 16, 2021
By:	/s/ Dean S Skupen
Name:	Dean S Skupen
Title:	Chief Financial Officer

EX-32.1

Exhibit 32.1

CALETHOS, INC.

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of CalEthos, Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael Campbell, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

By:	/s/ Michael Campbell
Name:	Michael Campbell
Title:	Chief Executive Officer
Date:	August 16, 2021

EX-32.2

Exhibit 32.2

CALETHOS, INC.

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of CalEthos, Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dean S Skupen, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

By:	/s/ Dean S Skupen
Name:	Dean S Skupen
Title:	Chief Financial Officer
Date:	August 16, 2021

XML

Cover - shares	6 Months Ended
	Jun. 30, 2021	Jul. 31, 2021
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2021
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--12-31
Entity File Number	000-50331
Entity Registrant Name	CalEthos, Inc.
Entity Central Index Key	0001174891
Entity Tax Identification Number	98-0371433
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	11753 Willard Avenue
Entity Address, City or Town	Tustin
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92782
City Area Code	(714)
Local Phone Number	352-5315
Entity 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	true
Entity Common Stock, Shares Outstanding		14,470,621

XML

Condensed Balance Sheets - USD ($)	Jun. 30, 2021	Dec. 31, 2020
CURRENT ASSETS:
Cash and cash equivalents	$ 8,000
Prepaid expenses		2,000
Total Current Assets	8,000	2,000
Total Assets	8,000	2,000
CURRENT LIABILITIES:
Accounts payable	430,000	611,000
Convertible promissory notes, net	757,000	703,000
Notes payable	110,000	11,000
Total Current Liabilities	1,297,000	1,325,000
Total Liabilities	1,297,000	1,325,000
STOCKHOLDERS’ DEFICIT
Preferred stock value
Common stock par value $0.001: 100,000,000 shares authorized; 14,470,621 and 16,634,951 shares issued and outstanding	15,000	17,000
Additional paid-in capital	9,530,000	8,744,000
Stock subscription receivable	(2,000)	(2,000)
Accumulated deficit	(10,832,000)	(10,082,000)
Total Stockholders’ Deficit	(1,289,000)	(1,323,000)
Total Liabilities and Stockholders’ Deficit	8,000	2,000
Series A Convertible Preferred Stock [Member]
STOCKHOLDERS’ DEFICIT
Preferred stock value
Total Stockholders’ Deficit

XML

Condensed Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2021	Dec. 31, 2020
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Stock, Par or Stated Value Per Share		$ 0.001
Common Stock, Shares Authorized		100,000,000
Common Stock, Shares, Outstanding	14,470,621	16,634,951
Series A Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	3,600,000	3,600,000

XML

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Income Statement [Abstract]
Revenues
Operating Expenses
Professional fees	633,000	60,000	706,000	192,000
General and administrative expenses	3,000	3,000	5,000	45,000
Operating expenses	636,000	63,000	711,000	237,000
Loss from operations	(636,000)	(63,000)	(711,000)	(237,000)
Other expenses
Financing cost	(22,000)	(33,000)	(39,000)	(197,000)
Loss on extinguishment of series A convertible preferred stock				(138,000)
Total other expenses	(22,000)	(33,000)	(39,000)	(335,000)
Loss before provision for income taxes	(658,000)	(96,000)	(750,000)	(572,000)
Provision for income taxes
Net loss	(658,000)	(96,000)	(750,000)	(572,000)
Other comprehensive income (loss)
Comprehensive loss	$ (658,000)	$ (96,000)	$ (750,000)	$ (572,000)
Net loss per share	$ (0.04)	$ (0.01)	$ (0.04)	$ (0.03)
Weighted average common shares outstanding: Basic and diluted	17,468,785	16,634,951	17,052,285	16,634,951

XML

Condensed Statements of Stockholders' Deficit (Unaudited) - USD ($)	Series A Convertible Preferred Stock [Member]	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Stock Subscription Receivable [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2019			$ 17,000	$ 8,750,000	$ (2,000)	$ (9,326,000)	$ (561,000)
Beginning balance, shares at Dec. 31, 2019	85,975		16,634,951
Conversion of series A convertible preferred stock to convertible promissory notes				(119,000)			(119,000)
Conversion of series A convertible preferred Stock to convertible promissory notes, shares	(85,975)
Debt premium on issuance of convertible promissory notes for conversion of series A convertible preferred stock				58,000			58,000
Fair value of warrants issued with the conversion of series A convertible preferred stock				52,000			52,000
Net loss						(476,000)	(476,000)
Ending balance, value at Mar. 31, 2020			$ 17,000	8,741,000	(2,000)	(9,802,000)	(1,046,000)
Ending balance, shares at Mar. 31, 2020			16,634,951
Beginning balance, value at Dec. 31, 2019			$ 17,000	8,750,000	(2,000)	(9,326,000)	(561,000)
Beginning balance, shares at Dec. 31, 2019	85,975		16,634,951
Net loss							(572,000)
Ending balance, value at Jun. 30, 2020			$ 17,000	8,742,000	(2,000)	(9,898,000)	(1,141,000)
Ending balance, shares at Jun. 30, 2020			16,634,951
Beginning balance, value at Mar. 31, 2020			$ 17,000	8,741,000	(2,000)	(9,802,000)	(1,046,000)
Beginning balance, shares at Mar. 31, 2020			16,634,951
Relative fair value of warrants issued with convertible promissory notes				1,000			1,000
Net loss						(96,000)	(96,000)
Ending balance, value at Jun. 30, 2020			$ 17,000	8,742,000	(2,000)	(9,898,000)	(1,141,000)
Ending balance, shares at Jun. 30, 2020			16,634,951
Beginning balance, value at Dec. 31, 2020			$ 17,000	8,744,000	(2,000)	(10,082,000)	(1,323,000)
Beginning balance, shares at Dec. 31, 2020			16,634,951
Relative fair value of warrants issued with convertible promissory notes				3,000			3,000
Stock options issued for services				52,000			52,000
Stocks issued from debt forgiveness				98,000			98,000
Stocks issued for debt forgiveness, shares			75,000
Additional capital from debt forgiven				68,000			68,000
Net loss						(92,000)	(92,000)
Ending balance, value at Mar. 31, 2021			$ 17,000	8,965,000	(2,000)	(10,174,000)	(1,194,000)
Ending balance, shares at Mar. 31, 2021			16,709,951
Beginning balance, value at Dec. 31, 2020			$ 17,000	8,744,000	(2,000)	(10,082,000)	(1,323,000)
Beginning balance, shares at Dec. 31, 2020			16,634,951
Net loss							(750,000)
Ending balance, value at Jun. 30, 2021			$ 15,000	9,530,000	(2,000)	(10,832,000)	(1,289,000)
Ending balance, shares at Jun. 30, 2021			14,470,621
Beginning balance, value at Mar. 31, 2021			$ 17,000	8,965,000	(2,000)	(10,174,000)	(1,194,000)
Beginning balance, shares at Mar. 31, 2021			16,709,951
Stocks returned			$ (4,000)	4,000
Stocks returned, sharse			(3,674,330)
Stocks issued on exercise of warrants			$ 2,000				2,000
Stocks issued on exercise of warrants, shares			1,435,000
Net loss						(658,000)	(658,000)
Stock options issued for services				561,000			561,000
Ending balance, value at Jun. 30, 2021			$ 15,000	$ 9,530,000	$ (2,000)	$ (10,832,000)	$ (1,289,000)
Ending balance, shares at Jun. 30, 2021			14,470,621

XML

Condensed Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Cash flows from operating activities
Net loss	$ (750,000)	$ (572,000)
Adjustments to reconcile net loss to net cash used in operating activities
Amortization of convertible promissory note discounts	7,000	183,000
Loss on extinguishment of convertible preferred stock		86,000
Fair value of warrants issued for extinguishment of preferred stock		52,000
Fair value of equity based compensation	575,000
Changes in operating assets and liabilities:
Prepaid expenses	2,000
Accounts payable and accrued expenses	23,000	110,000
Net cash used in operating activities	(143,000)	(141,000)
Cash flows from financing activities
Proceeds from the issuance of convertible promissory notes	50,000	20,000
Proceeds from the issuance of notes	99,000
Proceeds from the exercise of warrants	2,000
Net cash provided by financing activities	151,000	20,000
Net increase (decrease) in cash	8,000	(121,000)
Cash, beginning of period		123,000
Cash, end of period	8,000	2,000
Supplemental disclosure of cash flow information:
Cash paid for interest
Cash paid for income taxes
Non-cash investing and financing activities
Relative fair value of warrants issued with convertible promissory notes	3,000
Accrued equity compensation granted	38,000
Common stock issued from forgiven debt	98,000
Additional capital from forgiven debt	68,000
Conversion of series A preferred stock to convertible promissory notes		147,000
Fair value of warrants issued with the conversion of series A convertible preferred stock		52,000
Debt premium on issuance of convertible promissory notes for conversion of series A convertible preferred stock		$ 58,000

XML

ORGANIZATION AND ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2021

Accounting Policies [Abstract]

ORGANIZATION AND ACCOUNTING POLICIES

Note 1 – Organization And Accounting Policies

CalEthos, Inc. (the “Company”) (fka RealSource Residential, Inc.) was incorporated on March 20, 2002 under the laws of the State of Nevada. Since the second quarter of 2016, the Company has been a “shell” company, as defined in Rule 12b-2 under the Exchange Act.

Change in Control

On May 16, 2018, certain majority stockholders of the Company, including certain former directors and officers of the Company, entered into a stock purchase agreement dated May 16, 2018 (the “Control Purchase Agreement”) with RealSource Acquisition Group, LLC, a Utah limited liability company (“RealSource Acquisition”), whereby RealSource Acquisition agreed to purchase an aggregate of 11,006,356 shares (440,256 shares after giving effect to the Reverse Stock Split (see Note 3)) (the “Control Shares”) of the Company’s issued and outstanding shares of common stock for an aggregate purchase price of $180,000. Immediately prior to the closing under the Control Purchase Agreement on September 12, 2018 (the “Closing Date”), RealSource Acquisition assigned its rights under the Control Purchase Agreement to M1 Advisors, LLC, a Delaware limited liability company (“M1 Advisors”), pursuant to a purchase agreement and assignment and assumption of contract rights dated as of August 28, 2018 between RealSource Acquisition and M1 Advisors. M1 Advisors paid RealSource Acquisition $80,000 as consideration for such assignment.

Effective on the Closing Date, and in accordance with the amended and restated bylaws of the Company and the requirements of the Control Purchase Agreement, (a) each of Michael S. Anderson, Nathan W. Hanks and V. Kelly Randall resigned as directors of the Company, (b) Michael Campbell, the sole member of M1 Advisors, and Piers Cooper were elected to the Company’s board of directors, and (c) Mr. Hanks also resigned as president and chief executive officer of the Company, Mr. Randall also resigned as chief operating office and chief financial officer of the Company, Mr. Campbell was appointed the chief executive officer of the Company and Piers Cooper was appointed president of the Company.

On the Closing Date, the Company entered into a series A preferred stock purchase agreement dated as of the Closing Date (the “Preferred Purchase Agreement”) with M1 Advisors, which is an entity controlled by Michael Campbell, the Company’s chief executive officer and a director of the Company at such time, Piers Cooper, the Company’s president and a director of the Company at such time, the members of RealSource Acquisition, and the other investors who were signatories thereto (collectively, the Purchasers”). Pursuant to the Preferred Purchase Agreement, the Company sold to the Purchasers an aggregate of 15,600,544 shares of the Company’s series A preferred stock, which has since been re-designated as Founder preferred stock (“Founder Preferred Stock”), for an aggregate purchase price of $16,000, or $0.001 per share. Of the Founder Preferred Stock purchased, 9,320,414 shares were purchased by M1 Advisors, 4,674,330 shares were purchased by Mr. Cooper and an aggregate of 1,195,000 shares were purchased by the members of RealSource Acquisition or their assigns.

Immediately following the above transactions, an aggregate of 15,600,544 shares of Founder Preferred Stock and 630,207 shares of common stock was issued and outstanding. At such time, the shares of Founder Preferred Stock and common stock owned by M1 Advisors represented approximately 60.14% of the issued and outstanding shares of capital stock of the Company on a fully-diluted basis and the shares of Founder Preferred Stock owned by Mr. Cooper represented approximately 28.80% of the issued and outstanding shares of capital stock of the Company on a fully-diluted basis. The shares of Founder Preferred Stock acquired by M1 Advisors were purchased with funds that M1 Advisors borrowed from another entity controlled by Mr. Campbell.

On December 20, 2018, all outstanding shares of Founder Preferred Stock was converted in to shares of the Company’s common stock on a one-for-one basis pursuant to the terms of the Founder Preferred Stock.

Business Activity

Following the change in control, as described above, the board of directors determined to establish the Company in the rapidly-growing cannabis industry, initially in the State of California. It is the current intention of the board of directors for our company to develop and manufacture a next generation high-performance computer system that is scalable, upgradeable and cost effective for processing cryptocurrencies, tokens and blockchain-based transactions. In order to fund our proposed business plan, we intend to raise funds from investors by issuing common stock, preferred stock and/or debt securities. Upon the consummation of such fundraising efforts and the commencement of such operations, it is expected that our company will cease being a shell company.

Financial Statement Presentation

The accompanying unaudited condensed financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 8-01 of Regulation S-X. Pursuant to these rules and regulations, certain information and note disclosures, normally included in financial statements prepared in accordance with GAAP, have been condensed or omitted. GAAP requires management to make estimates and assumptions that affect reported amounts and related disclosures. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2021. The balance sheet as of December 31, 2020 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by GAAP for complete financial statements. For further information, refer to the financial statements and notes thereto contained in the Annual Report on Form 10-K for the year ended December 31, 2020. The notes to the unaudited condensed financial statements are presented on a going concern basis unless otherwise noted.

Basis of Presentation

The accompanying condensed financial statements have been prepared assuming that the Company will continue as a going concern. The Company has no established operations. The Company incurred a net loss of approximately $750,000 for the six months ended June 30, 2021 and had an accumulated deficit of approximately $10,832,000 as of June 30, 2021. The Company has financed its activities principally through debt and equity financing and shareholder contributions. Management expects to incur additional losses and cash outflows in the foreseeable future in connection with its operating activities.

The Company’s condensed financial statements have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

The Company is subject to a number of risks similar to those of other similar stage companies, including dependence on key individuals; successful development, marketing and branding of products; uncertainty of product development and generation of revenues; dependence on outside sources of financing; risks associated with research and development; dependence on third-party suppliers and collaborators; protection of intellectual property; and competition with larger, better-capitalized companies. Ultimately, the attainment of profitable operations is dependent on future events, including obtaining adequate financing to fund its operations and generating a level of revenues adequate to support the Company’s cost structure.

The Company will need to raise debt or equity financing in the future in order to continue its operations and achieve its growth targets. However, there can be no assurance that such financing will be available in sufficient amounts and on acceptable terms, when and if needed, or at all. The precise amount and timing of the funding needs cannot be determined accurately at this time, and will depend on a number of factors, including market demand for the Company’s products and services, the success of product development efforts, the timing of receipts for customer deposits, the management of working capital, and the continuation of normal payment terms and conditions for purchase of goods and services. The Company believes its cash balances and cash flow from operations will not be sufficient to fund its operations and growth for the next twelve months from the issuance date of these financial statements. If the Company is unable to substantially increase revenues, reduce expenditures, or otherwise generate cash flows from operations, then the Company will likely need to raise additional funding from investors or through other avenues to continue as a going concern.

Debt Discounts

The Company accounts for debt discounts originating in connection with conversion features that remain embedded in the related notes in accordance with ASC 470-20, Debt with Conversion and Other Options. These costs are classified on the consolidated balance sheet as a direct deduction from the debt liability. The Company amortizes these costs over the term of its debt agreements as interest expense-debt discount in the consolidated statement of operations.

Earnings Per Share

We use ASC 260, “Earnings Per Share” for calculating the basic and diluted earnings (loss) per share. We compute basic earnings (loss) per share by dividing net income (loss) by the weighted average number of common shares outstanding. Diluted earnings (loss) per share is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding stock options and warrants and stock awards. For periods with a net loss, basic and diluted loss per share are the same, in that any potential common stock equivalents would have the effect of being anti-dilutive in the computation of net loss per share.

There were 1,525,214 common share equivalents at June 30, 2021 and 1,734,214 common share equivalents at June 30, 2020. For the three months ended June 30, 2021 and 2020, these potential shares were excluded from the shares used to calculate diluted. These securities were not included in the computation of diluted net earnings per share as their effect would have been antidilutive.

Recent Accounting Pronouncements

Changes to accounting principles are established by the Financial Accounting Standards Board’s (“FASB”) in the form of Accounting Standards Update (“ASU”) to the FASB’s Codification. We consider the applicability and impact of all ASUs on our financial position, results of operations, cash flows, or presentation thereof. The Company reviewed all recently issued pronouncement in 2021, but not yet effective, and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on the Company’s financial condition or the results of its operations.

XML

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

6 Months Ended

Jun. 30, 2021

Payables and Accruals [Abstract]

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Note 2 – Accounts Payable and Accrued Liabilities

The following table summarizes the Company’s accounts payable and accrued expense balances as of the date indicated:

	June 30, 2021		December 31, 2020
Trade payables	$	320,000	$	316,000
Accrued liabilities		37,000		255,000
Interest payable		73,000		40,000
Accounts payable and accrued expenses	$	430,000	$	611,000

XML

CONVERTIBLE PROMISSORY NOTES

6 Months Ended

Jun. 30, 2021

Debt Disclosure [Abstract]

CONVERTIBLE PROMISSORY NOTES

Note 3 – Convertible Promissory Notes

During the period ended June 30, 2021, the Company issued convertible promissory notes in the amount of $55,000 (the “Notes”). The total proceeds were approximately $50,000, due to approximately $5,000 for an original issue discount. The Notes are non-interest bearing with the principal due and payable starting in March 1, 2022. Any amount of unpaid principal on the date of maturity will accrue interest at rate of 10% per annum (default interest). The principal amount and all accrued interest are convertible into shares of the Company’s common stock, as of the date of issuance, at a rate of $1.00 per share (“Conversion Rate”). The conversion rate is adjustable if, at any time when any principal amount of the Notes remains unpaid or unconverted, the Company issues or sells any shares of the Company’s common stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith), which is less than the Conversion Rate in effect on the date of such issuance (or deemed issuance) of such shares of common stock (a “Dilutive Issuance”). Immediately upon a Dilutive Issuance, the Conversion Rate will be reduced to the amount of the consideration per share received by the Company in such Dilutive Issuance. Events of default include failure to issue conversion shares, the occurrence of a breach or default under any other agreement, any money judgment, writ or similar process entered or filed against the Company or any of its property or other assets for more than $100,000, bankruptcy filing, application for the appointment of a custodian, trustee or receiver, insolvency, the Company’s common stock delisted, or dissolution, winding up, or termination of the business of the Company.

In connection with the issuance of the Notes, the Company issued to the purchasers of the Notes stock purchase warrants (the “Warrants”) to purchase an aggregate of 27,500 shares of the Company’s common stock for a purchase price of $1.50 per share, subject to adjustments.

In accordance with ASC 470 - Debt, the Company has allocated the cash proceeds amounts of the Notes among the Notes, the warrants and the conversion feature. The relative fair value of the warrants issued totaled approximately $3,000 and of the beneficial conversion totaled approximately $0, which amounts are being amortized and expensed over the term of the Notes. As of June 30, 2021, the amortization expense was approximately $7,000.

The Company determined that the conversion feature of the Notes would not be an embedded feature to be bifurcated and accounted for as a derivative in accordance with ASC 818-15, Derivatives and Hedging.

As of June 30, 2021 and December 31, 2020, the convertible promissory notes consisted of the following:

	June 30, 2021			December 31, 2020
Principal amount	$	763,000		$	708,000
Original issue discount		(4,000	)		(3,000	)
Warrant discount		(2,000	)		(2,000	)
Net balance	$	757,000		$	703,000

Interest expense on default convertible notes was $30,000 and $14,000 for the six months ended June 30, 2021 and 2020.

XML

NOTES PAYABLE

6 Months Ended

Jun. 30, 2021

Notes Payable

NOTES PAYABLE

Note 4 – Notes Payable

On January 11, 2021, the Company issued promissory note with a principal value of $15,000. The interest on the Note shall accrue, beginning from the date of issuance, at an interest rate of 8% per annum. The principal and any accrued interest are payable on or before March 11, 2022 (maturity date). During any event of default under the Note, the interest rate shall increase to 10% per annum (default interest). Events of default include failure to pay principal or interest, breach of covenants, breach of representations and warranties, borrower’s assignment of substantial part of its property or business, any money judgment, writ, or similar process shall be entered or filed against the borrower or any subsidiary of the borrower or any of its properties or other assets for more than $100,000, bankruptcy, liquidation of business, and cessation of operations.

On February 19, 2021, the Company issued promissory note with a principal value of $25,000. The interest on the unpaid principal balance accrues at a rate of 10% per annum. The principal and any accrued interest shall be paid in a single installment on or before February 19, 2022 (maturity date). In the event that the Company fails to pay the balance of this Note in full on the due date or fails to make any payment due within 15 days of the due date, any unpaid principal shall accrue interest at the rate of 15% per annum during the default (default interest). Events of default include failure to make any payment including accrued interest when due, voluntary or involuntary petition of bankruptcy, appointment of a receiver, custodian, trustee or similar party to take possession of the Company’s assets or property, or assignment made by the Company for the benefit of creditors.

On April 22, 2021, the Company issued a promissory note with a principal value of $50,000. The interest on the unpaid principal balance accrues at a rate of 10% per annum. The principal and any accrued interest shall be paid in a single installment on or before April 22, 2022 (maturity date). In the event that the Company fails to pay the balance of this Note in full on the date or fails to make any payments due within 15 days of the due date, any unpaid principal shall accrue interest at the rate of 15% per annum during the default (default interest). Events of default include failure to make any payment including accrued interest when due, voluntary or involuntary petition of bankruptcy, appointment of a receiver, custodian, trustee or similar party to take possession of the Company’s assets or property, or assignment made by the Company for the benefit of creditors.

On April 5, 2021, the Company issued a promissory note with a principal value of $8,550. The interest on the unpaid principal balance accrues at a rate of 8% per annum. The principal and any accrued interest shall be paid in a single installment on or before July 5, 2021 (maturity date). In the event that the Company fails to pay the balance of this Note in full on the date or fails to make any payments due within 15 days of the due date, any unpaid principal shall accrue interest at the rate of 8% per annum during the default (default interest). Events of default include failure to make any payment including accrued interest when due, voluntary or involuntary petition of bankruptcy, appointment of a receiver, custodian, trustee or similar party to take possession of the Company’s assets or property, or assignment made by the Company for the benefit of creditors.

Interest expense on notes amounting to $3,000 and $0 for the six months ended June 30, 2021 and 2020, respectively.

XML

STOCKHOLDERS DEFICIT

6 Months Ended

Jun. 30, 2021

Equity [Abstract]

STOCKHOLDERS DEFICIT

Note 5 – Stockholders Deficit

In January 2021, Piers Cooper, our President and a member of our Board of Directors, resigned as an officer and director of our company (“Termination Agreement”). As part of the Termination Agreement, Mr. Cooper’s agreed to return 3,674,330 shares of the Company’s common stock (“Cancelled Shares”). The Cancelled Shares were returned and cancelled on April 20, 2021.

In February 2021, the Company signed a new consulting agreement that granted one of its shareholders an option to purchase 750,000 shares of the Company’s common stock at $0.001 per share for the consultancy work provided from August 2020 to February 2021. The options were fully vested on the date of issuance. The fair value of the options was approximately $52,000, as of the grant date, of which approximately $37,000 was expensed and accrued during the year ended December 31, 2020. The remaining fair value of approximately $15,000 was expensed during the six months ended June 30, 2021.

In March 2021, the CEO agreed to forgive approximately $68,000, due to him, which was treated as contributed paid in capital.

In March 2021, the CFO agreed to reduce amounts due to him from approximately $128,000 to $30,000. For the reduction of $98,000, the Company will issue 75,000 shares of common stock. The remaining liability of $30,000 will be paid in cash.

In May 2021, the Company signed a letter of understanding that granted one of its shareholders an option to purchase 300,000 shares of the Company’s common stock at $0.001 per share for the consultancy work provided during the Company’s restructuring phase from February 17, 2021 through April 30, 2021. The options were fully vested on the date of issuance. The fair value of the options was approximately $561,000, as of grant date, which was expensed during the six months ended June 30, 2021.

In May 2021, an option holder exercised three options for 385,000, 750,000 and 300,000 shares of the Company’s common stock at an exercise price of $0.001 for each option, for total proceeds of approximately $2,000.

XML

SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2021

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

Note 6 – Subsequent Events

The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The management of the Company determined the following reportable non-adjusting events:

Subsequent to June 30, 2021, the Company issued two (2) additional Notes for total cash proceeds of $30,000.

In July 2021, the Company issued a promissory note for cash amounting to $25,000 with 10% annual interest per year and a maturity date of July 1, 2022. The principal and accrued interest is payable in a single installment on or before the maturity date. In the event of default, the interest rate of the note shall increase to 15% per annum and computed on the basis of the actual number of days elapsed and a 365-day or 366-day year.

In July 2021, the Company issued a promissory note for cash amounting to $5,000 with 8% annual interest per year and a maturity date of October 12, 2021. The principal and accrued interest is payable in a single installment on or before the maturity date. In the event of default, the interest rate of the note shall increase to 8% per annum and computed on the basis of the actual number of days elapsed and a 365-day or 366-day year.

The promissory note issued April 5, 2021, for the principal amount of $8,550, was not repaid on its maturity date of July 5, 2021. So, the promissory note is in default.

XML

ORGANIZATION AND ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2021

Accounting Policies [Abstract]

Change in Control

Change in Control

On May 16, 2018, certain majority stockholders of the Company, including certain former directors and officers of the Company, entered into a stock purchase agreement dated May 16, 2018 (the “Control Purchase Agreement”) with RealSource Acquisition Group, LLC, a Utah limited liability company (“RealSource Acquisition”), whereby RealSource Acquisition agreed to purchase an aggregate of 11,006,356 shares (440,256 shares after giving effect to the Reverse Stock Split (see Note 3)) (the “Control Shares”) of the Company’s issued and outstanding shares of common stock for an aggregate purchase price of $180,000. Immediately prior to the closing under the Control Purchase Agreement on September 12, 2018 (the “Closing Date”), RealSource Acquisition assigned its rights under the Control Purchase Agreement to M1 Advisors, LLC, a Delaware limited liability company (“M1 Advisors”), pursuant to a purchase agreement and assignment and assumption of contract rights dated as of August 28, 2018 between RealSource Acquisition and M1 Advisors. M1 Advisors paid RealSource Acquisition $80,000 as consideration for such assignment.

Effective on the Closing Date, and in accordance with the amended and restated bylaws of the Company and the requirements of the Control Purchase Agreement, (a) each of Michael S. Anderson, Nathan W. Hanks and V. Kelly Randall resigned as directors of the Company, (b) Michael Campbell, the sole member of M1 Advisors, and Piers Cooper were elected to the Company’s board of directors, and (c) Mr. Hanks also resigned as president and chief executive officer of the Company, Mr. Randall also resigned as chief operating office and chief financial officer of the Company, Mr. Campbell was appointed the chief executive officer of the Company and Piers Cooper was appointed president of the Company.

On the Closing Date, the Company entered into a series A preferred stock purchase agreement dated as of the Closing Date (the “Preferred Purchase Agreement”) with M1 Advisors, which is an entity controlled by Michael Campbell, the Company’s chief executive officer and a director of the Company at such time, Piers Cooper, the Company’s president and a director of the Company at such time, the members of RealSource Acquisition, and the other investors who were signatories thereto (collectively, the Purchasers”). Pursuant to the Preferred Purchase Agreement, the Company sold to the Purchasers an aggregate of 15,600,544 shares of the Company’s series A preferred stock, which has since been re-designated as Founder preferred stock (“Founder Preferred Stock”), for an aggregate purchase price of $16,000, or $0.001 per share. Of the Founder Preferred Stock purchased, 9,320,414 shares were purchased by M1 Advisors, 4,674,330 shares were purchased by Mr. Cooper and an aggregate of 1,195,000 shares were purchased by the members of RealSource Acquisition or their assigns.

Immediately following the above transactions, an aggregate of 15,600,544 shares of Founder Preferred Stock and 630,207 shares of common stock was issued and outstanding. At such time, the shares of Founder Preferred Stock and common stock owned by M1 Advisors represented approximately 60.14% of the issued and outstanding shares of capital stock of the Company on a fully-diluted basis and the shares of Founder Preferred Stock owned by Mr. Cooper represented approximately 28.80% of the issued and outstanding shares of capital stock of the Company on a fully-diluted basis. The shares of Founder Preferred Stock acquired by M1 Advisors were purchased with funds that M1 Advisors borrowed from another entity controlled by Mr. Campbell.

On December 20, 2018, all outstanding shares of Founder Preferred Stock was converted in to shares of the Company’s common stock on a one-for-one basis pursuant to the terms of the Founder Preferred Stock.

Business Activity

Business Activity

Following the change in control, as described above, the board of directors determined to establish the Company in the rapidly-growing cannabis industry, initially in the State of California. It is the current intention of the board of directors for our company to develop and manufacture a next generation high-performance computer system that is scalable, upgradeable and cost effective for processing cryptocurrencies, tokens and blockchain-based transactions. In order to fund our proposed business plan, we intend to raise funds from investors by issuing common stock, preferred stock and/or debt securities. Upon the consummation of such fundraising efforts and the commencement of such operations, it is expected that our company will cease being a shell company.

Financial Statement Presentation

Financial Statement Presentation

The accompanying unaudited condensed financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 8-01 of Regulation S-X. Pursuant to these rules and regulations, certain information and note disclosures, normally included in financial statements prepared in accordance with GAAP, have been condensed or omitted. GAAP requires management to make estimates and assumptions that affect reported amounts and related disclosures. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2021. The balance sheet as of December 31, 2020 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by GAAP for complete financial statements. For further information, refer to the financial statements and notes thereto contained in the Annual Report on Form 10-K for the year ended December 31, 2020. The notes to the unaudited condensed financial statements are presented on a going concern basis unless otherwise noted.

Basis of Presentation

Basis of Presentation

The accompanying condensed financial statements have been prepared assuming that the Company will continue as a going concern. The Company has no established operations. The Company incurred a net loss of approximately $750,000 for the six months ended June 30, 2021 and had an accumulated deficit of approximately $10,832,000 as of June 30, 2021. The Company has financed its activities principally through debt and equity financing and shareholder contributions. Management expects to incur additional losses and cash outflows in the foreseeable future in connection with its operating activities.

The Company’s condensed financial statements have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

The Company is subject to a number of risks similar to those of other similar stage companies, including dependence on key individuals; successful development, marketing and branding of products; uncertainty of product development and generation of revenues; dependence on outside sources of financing; risks associated with research and development; dependence on third-party suppliers and collaborators; protection of intellectual property; and competition with larger, better-capitalized companies. Ultimately, the attainment of profitable operations is dependent on future events, including obtaining adequate financing to fund its operations and generating a level of revenues adequate to support the Company’s cost structure.

The Company will need to raise debt or equity financing in the future in order to continue its operations and achieve its growth targets. However, there can be no assurance that such financing will be available in sufficient amounts and on acceptable terms, when and if needed, or at all. The precise amount and timing of the funding needs cannot be determined accurately at this time, and will depend on a number of factors, including market demand for the Company’s products and services, the success of product development efforts, the timing of receipts for customer deposits, the management of working capital, and the continuation of normal payment terms and conditions for purchase of goods and services. The Company believes its cash balances and cash flow from operations will not be sufficient to fund its operations and growth for the next twelve months from the issuance date of these financial statements. If the Company is unable to substantially increase revenues, reduce expenditures, or otherwise generate cash flows from operations, then the Company will likely need to raise additional funding from investors or through other avenues to continue as a going concern.

Debt Discounts

Debt Discounts

The Company accounts for debt discounts originating in connection with conversion features that remain embedded in the related notes in accordance with ASC 470-20, Debt with Conversion and Other Options. These costs are classified on the consolidated balance sheet as a direct deduction from the debt liability. The Company amortizes these costs over the term of its debt agreements as interest expense-debt discount in the consolidated statement of operations.

Earnings Per Share

Earnings Per Share

We use ASC 260, “Earnings Per Share” for calculating the basic and diluted earnings (loss) per share. We compute basic earnings (loss) per share by dividing net income (loss) by the weighted average number of common shares outstanding. Diluted earnings (loss) per share is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding stock options and warrants and stock awards. For periods with a net loss, basic and diluted loss per share are the same, in that any potential common stock equivalents would have the effect of being anti-dilutive in the computation of net loss per share.

There were 1,525,214 common share equivalents at June 30, 2021 and 1,734,214 common share equivalents at June 30, 2020. For the three months ended June 30, 2021 and 2020, these potential shares were excluded from the shares used to calculate diluted. These securities were not included in the computation of diluted net earnings per share as their effect would have been antidilutive.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Changes to accounting principles are established by the Financial Accounting Standards Board’s (“FASB”) in the form of Accounting Standards Update (“ASU”) to the FASB’s Codification. We consider the applicability and impact of all ASUs on our financial position, results of operations, cash flows, or presentation thereof. The Company reviewed all recently issued pronouncement in 2021, but not yet effective, and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on the Company’s financial condition or the results of its operations.

XML

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables)

6 Months Ended

Jun. 30, 2021

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 the date indicated:

	June 30, 2021		December 31, 2020
Trade payables	$	320,000	$	316,000
Accrued liabilities		37,000		255,000
Interest payable		73,000		40,000
Accounts payable and accrued expenses	$	430,000	$	611,000

XML

CONVERTIBLE PROMISSORY NOTES (Tables)

6 Months Ended

Jun. 30, 2021

Debt Disclosure [Abstract]

SCHEDULE OF CONVERTIBLE PROMISSORY NOTES

As of June 30, 2021 and December 31, 2020, the convertible promissory notes consisted of the following:

	June 30, 2021			December 31, 2020
Principal amount	$	763,000		$	708,000
Original issue discount		(4,000	)		(3,000	)
Warrant discount		(2,000	)		(2,000	)
Net balance	$	757,000		$	703,000

XML

ORGANIZATION AND ACCOUNTING POLICIES (Details Narrative) - USD ($)			3 Months Ended				6 Months Ended
	Aug. 16, 2018	May 16, 2018	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Preferred stock, shares outstanding			0				0		0
Preferred stock, shares issued			0				0		0
Common stock, shares outstanding			14,470,621				14,470,621		16,634,951
Net Income (Loss) Attributable to Parent			$ 658,000	$ 92,000	$ 96,000	$ 476,000	$ 750,000	$ 572,000
Retained Earnings (Accumulated Deficit)			$ 10,832,000				$ 10,832,000		$ 10,082,000
Common share equivalents							1,525,214	1,734,214
Control Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Aggregate purchasers shares		11,006,356
Number of shares after reserve stock split		440,256
Purchase price of shares		$ 180,000
Payment made as consideration	$ 80,000
Preferred Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Aggregate purchasers shares							15,600,544
Purchase price of shares							$ 16,000
Purchase price per share			$ 0.001				$ 0.001
Common stock, shares outstanding			630,207				630,207
Common stock, shares issued			630,207				630,207
Preferred Purchase Agreement [Member] | Founder Preferred Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Preferred stock, shares outstanding			15,600,544				15,600,544
Preferred stock, shares issued			15,600,544				15,600,544
Preferred Purchase Agreement [Member] | M One Advisors [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Aggregate purchasers shares							9,320,414
Percentage of shares issued and outstanding			60.14%				60.14%
Preferred Purchase Agreement [Member] | Mr Cooper [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Aggregate purchasers shares							4,674,330
Percentage of shares issued and outstanding			28.80%				28.80%
Preferred Purchase Agreement [Member] | Members Of Realsource Acquisition [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Aggregate purchasers shares							1,195,000

XML

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Trade payables	$ 320,000	$ 316,000
Accrued liabilities	37,000	255,000
Interest payable	73,000	40,000
Accounts payable and accrued expenses	$ 430,000	$ 611,000

XML

SCHEDULE OF CONVERTIBLE PROMISSORY NOTES (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Short-term Debt [Line Items]
Original issue discount	$ (5,000)
Convertible Notes Payable [Member]
Short-term Debt [Line Items]
Principal amount	763,000	$ 708,000
Original issue discount	(4,000)	(3,000)
Warrant discount	(2,000)	(2,000)
Net balance	$ 757,000	$ 703,000

XML

CONVERTIBLE PROMISSORY NOTES (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Convertible promissory note	$ 55,000
Proceed from convertible debt	50,000	$ 20,000
Debt original issue discount	$ 5,000
Debt instruments, interest rate	10.00%
Debt instruments, conversion price	$ 1.00
Events of default description	Immediately upon a Dilutive Issuance, the Conversion Rate will be reduced to the amount of the consideration per share received by the Company in such Dilutive Issuance. Events of default include failure to issue conversion shares, the occurrence of a breach or default under any other agreement, any money judgment, writ or similar process entered or filed against the Company or any of its property or other assets for more than $100,000, bankruptcy filing, application for the appointment of a custodian, trustee or receiver, insolvency, the Company’s common stock delisted, or dissolution, winding up, or termination of the business of the Company.
Issuance of warrant price per share	$ 0.001
Relative fair value of warrants issued with convertible promissory notes	$ 3,000
Beneficial conversion feature	0
Amortization expenses	7,000
Interest Expense, Debt	30,000	$ 14,000
Warrant [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Indebtedness for borrowed money maximum limit	$ 100,000
Issuance of warrants to purchase of common stock	27,500
Issuance of warrant price per share	$ 1.50

XML

NOTES PAYABLE (Details Narrative) - USD ($)					6 Months Ended
	Apr. 22, 2021	Apr. 05, 2021	Feb. 19, 2021	Jan. 11, 2021	Jun. 30, 2021	Jun. 30, 2020
Schedule of Capitalization, Long-term Debt [Line Items]
Debt instrument, interest rate					10.00%
Interest expense					$ 30,000	$ 14,000
Promissory Note [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Debt instrument, face amount	$ 50,000	$ 8,550	$ 25,000	$ 15,000
Debt instrument, interest rate	10.00%	8.00%	10.00%	8.00%
Debt instrument, maturity date	Apr. 22, 2022	Jul. 05, 2021	Feb. 19, 2022	Mar. 11, 2022
Increase in interest rate	15.00%	8.00%	15.00%	10.00%
Interest expense					$ 3,000	$ 0
Promissory Note [Member] | Borrower [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Debt Instrument, Periodic Payment				$ 100,000

XML

STOCKHOLDERS DEFICIT (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended	6 Months Ended	12 Months Ended
	Feb. 28, 2021	Jan. 31, 2021	Mar. 31, 2021	Jun. 30, 2021	Dec. 31, 2020	May 31, 2021	May 01, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Remaining liability paid for cash				$ 30,000
Common stock, shares authorized					100,000,000
Common stock, par or \sStated value per share					$ 0.001
Share-based compensation arrangement by share-based payment award, options				$ 561,000
Class of warrant exercise price				$ 0.001
Proceeds from stock options exercised				$ 2,000
Share-based Payment Arrangement, Tranche One [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of share options exercised				385,000
Share-based Payment Arrangement, Tranche Two [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of share options exercised				750,000
Share-based Payment Arrangement, Tranche Three [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of share options exercised				300,000
Chief Executive Officer [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt forgiveness			$ 68,000
Reduction amount			$ 98,000
Number of shares issued			75,000
Chief Executive Officer [Member] | Minimum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Due to related party			$ 128,000
Chief Executive Officer [Member] | Maximum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Due to related party			$ 30,000
Termination Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Return of shares		3,674,330
New Consulting Agreement [Member] | Shareholder [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Option to purhase shares	750,000
Share price	$ 0.001
Fair value of options	$ 52,000
Option expense				$ 15,000	$ 37,000
Letterof Understanding [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock, shares authorized						300,000
Common stock, par or \sStated value per share							$ 0.001

XML

SUBSEQUENT EVENTS (Details Narrative) - USD ($)					1 Months Ended		6 Months Ended
	Apr. 22, 2021	Apr. 05, 2021	Feb. 19, 2021	Jan. 11, 2021	Aug. 04, 2021	Jul. 31, 2021	Jun. 30, 2021	Jun. 30, 2020
Subsequent Event [Line Items]
Proceeds from Notes Payable							$ 99,000
Debt instrument, interest rate							10.00%
Four Additional Notes [Member]
Subsequent Event [Line Items]
Proceeds from Notes Payable					$ 30,000
Promissory Notes [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Debt instrument, face amount						$ 25,000
Debt instrument, interest rate						10.00%
Debt instrument, maturity date						Jul. 01, 2022
Debt instrument, description						The principal and accrued interest is payable in a single installment on or before the maturity date. In the event of default, the interest rate of the note shall increase to 15% per annum and computed on the basis of the actual number of days elapsed and a 365-day or 366-day year.
Promissory Note [Member]
Subsequent Event [Line Items]
Debt instrument, face amount	$ 50,000	$ 8,550	$ 25,000	$ 15,000
Debt instrument, interest rate	10.00%	8.00%	10.00%	8.00%
Debt instrument, maturity date	Apr. 22, 2022	Jul. 05, 2021	Feb. 19, 2022	Mar. 11, 2022
Promissory Note [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Debt instrument, face amount						$ 5,000
Debt instrument, interest rate						8.00%
Debt instrument, maturity date						Oct. 12, 2021
Debt instrument, description						The principal and accrued interest is payable in a single installment on or before the maturity date. In the event of default, the interest rate of the note shall increase to 8% per annum and computed on the basis of the actual number of days elapsed and a 365-day or 366-day year.
April 5, 2021 Promissory Note [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Debt instrument, face amount						$ 8,550
Debt instrument, maturity date						Jul. 05, 2021