Touchpoint (TGHI) 10-Q 16 Aug 21 2021 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2021	Aug. 02, 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	001-36530
Entity Registrant Name	Touchpoint Group Holdings, Inc.
Entity Central Index Key	0000225211
Entity Tax Identification Number	46-3561419
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	4300 Biscayne Blvd
Entity Address, Address Line Two	Suite
Entity Address, City or Town	Miami FL
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33137
City Area Code	(305)
Local Phone Number	420-6640
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		195,305,335

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (unaudited) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Current assets:
Cash	$ 114,000	$ 118,000
Accounts receivable, net	148,000	124,000
Prepaid compensation	550,000	550,000
Other receivable		66,000
Other current assets	187,000	160,000
Current assets of continued operations	999,000	1,018,000
Current assets of discontinued operations	1,000	1,000
Total current assets	1,000,000	1,019,000
Fixed assets, net	3,000	3,000
Intangible assets, net	660,000	930,000
Goodwill	419,000	419,000
Prepaid compensation, net of current portion	92,000	367,000
Non current assets of discontinued operations	5,000	5,000
Total assets	2,179,000	2,743,000
Current liabilities:
Accounts payable	262,000	314,000
Accrued expenses	421,000	327,000
Accrued compensation	89,000	55,000
Deferred revenue	70,000	60,000
Loans payable	1,180,000	734,000
Amount due to related parties	19,000	34,000
Settlement liability	290,000
Promissory notes, related parties	1,000,000	1,000,000
Current liabilities of continued operations	3,331,000	2,524,000
Current liabilities of discontinued operations	61,000	11,000
Total current liabilities	3,392,000	2,535,000
Total liabilities	3,392,000	2,535,000
Temporary Equity – redeemable common stock outstanding 33,946 shares	605,000	605,000
Stockholders’ Deficit
$0.0001 par value, authorized 50,000,000; No shares issued and outstanding
$0.0001 par value, authorized 750,000,000; 188,115,000 and 129,288,825 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively	18,000	13,000
Additional paid-in capital	64,597,000	63,551,000
Accumulated deficit	(67,379,000)	(64,907,000)
Accumulated other comprehensive loss	(24,000)	(24,000)
Total Touchpoint Group Holdings, Inc. stockholders’ deficit	(2,788,000)	(1,367,000)
Equity attributable to non-controlling interest	970,000	970,000
Total stockholders’ deficit	(1,818,000)	(397,000)
Total liabilities and stockholders’ deficit	$ 2,179,000	$ 2,743,000

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - $ / shares	Jun. 30, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Temporary Equity, Shares Outstanding	33,946,000	33,946,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	750,000,000	750,000,000
Common stock, shares issued	188,115,000	129,288,825
Common stock, shares outstanding	188,115,000	129,288,825

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Revenue	$ 34	$ 150	$ 66	$ 190
Cost of revenue:
Cost of Revenue	139	139	279	278
Gross profit (deficit)	(105)	11	(213)	(88)
Expenses:
General and administrative	745	742	1,732	1,241
Loss from operations	(850)	(731)	(1,945)	(1,329)
Other income and expense:
Interest expense	(100)	(74)	(186)	(122)
Interest income				3
Foreign exchange		(1)	(1)	(2)
Legal settlement expense	(290)		(290)
Other (expense) income		(2)		604
Other income and expense	(390)	(77)	(477)	483
Loss before discontinued operations for the period	(1,240)	(808)	(2,422)	(846)
Loss from discontinued operations	(50)		(50)
Net loss attributable to Touchpoint Group Holdings Inc. common stockholders	$ (1,290)	$ (808)	$ (2,472)	$ (846)
Earnings per share
Basic and diluted net loss per share	$ (0.01)	$ (0.03)	$ (0.01)	$ (0.05)
Weighted average number of shares outstanding
Basic and diluted	178,160	27,354	166,613	18,034
Software and Software Development Costs [Member]
Cost of revenue:
Cost of Revenue			$ 1
Amortization Of Intangible Asset [Member]
Cost of revenue:
Cost of Revenue	$ 139	$ 139	$ 278	$ 278

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Comprehensive Loss (unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Income Statement [Abstract]
Net loss	$ (1,290)	$ (808)	$ (2,472)	$ (846)
Foreign currency translation adjustment
Total comprehensive loss	$ (1,290)	$ (808)	$ (2,472)	$ (846)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Equity (unaudited) - USD ($) shares in Thousands, $ in Thousands	Total	Temporary Equity [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Noncontrolling Interest [Member]
Balances, March 31, 2021 at Dec. 31, 2019	$ 1,367	$ 605	$ 2	$ 61,749	$ (61,362)	$ (24)	$ 1,002
Balance at beginning (in shares) at Dec. 31, 2019		34	4,099
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net loss	(38)				(38)
Return of shares on recission of contracts	(34)	0	$ 0	(2)	0		(32)
Return of shares on recission of contracts (in shares)			(563)
Correction of shares not subject to reverse split, shares			2,400
Issuance of shares on conversion of note payable	71			71
Issuance of shares on partial conversion of note payable, shares			5,476
Shares issued for financing commitment	8			8
Shares issued for financing commitments, shares			206
Balances, June 30, 2021 at Mar. 31, 2020	1,374	$ 605	$ 2	61,826	(61,400)	(24)	970
Shares, Issued, Ending Balance at Mar. 31, 2020		34	11,618
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net loss	(808)				(808)
Issuance of shares on conversion of note payable	29		$ 1	28
Issuance of shares on partial conversion of note payable, shares			7,337
Shares issued for financing commitment	26			26
Shares issued for financing commitments, shares			354
Issuance of shares for cash	20			20
Issuance of shares for cash, shares			646
Issuance of shares for services	325		$ 1	324
Issuance of shares for services, shares			15,000
Balances, June 30, 2021 at Jun. 30, 2020	966	$ 605	$ 4	62,224	(62,208)	(24)	970
Shares, Issued, Ending Balance at Jun. 30, 2020		34	34,955
Balances, March 31, 2021 at Dec. 31, 2020	(397)	$ 605	$ 13	63,551	(64,907)	(24)	970
Balance at beginning (in shares) at Dec. 31, 2020		34	129,290
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net loss	(1,182)				(1,182)
Shares issued for financing commitment	173			173
Shares issued for financing commitments, shares			3,750
Balances, June 30, 2021 at Mar. 31, 2021	(904)	$ 605	$ 17	64,222	(66,089)	(24)	970
Shares, Issued, Ending Balance at Mar. 31, 2021		34	172,167
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Issuance of shares for services provided	164		$ 1	163
Issuance of shares for services provided (in shares)			7,925
Issuance of shares on conversion of loans payable	318		$ 3	315
Issuance of shares on conversion of loan, shares			29,702
Shares issued for services to be provided	20			20
Issuance of shares for services provided (in shares)			1,500
Balances, March 31, 2021 at Dec. 31, 2020	(397)	$ 605	$ 13	63,551	(64,907)	(24)	970
Balance at beginning (in shares) at Dec. 31, 2020		34	129,290
Balances, June 30, 2021 at Jun. 30, 2021	(1,818)	$ 605	$ 18	64,597	(67,379)	(24)	970
Shares, Issued, Ending Balance at Jun. 30, 2021		34	188,115
Balances, March 31, 2021 at Mar. 31, 2021	(904)	$ 605	$ 17	64,222	(66,089)	(24)	970
Balance at beginning (in shares) at Mar. 31, 2021		34	172,167
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net loss	(1,290)				(1,290)
Issuance of shares on conversion of note payable	56			56
Issuance of shares on partial conversion of note payable, shares			5,148
Shares issued for financing commitment	23			23
Shares issued for financing commitments, shares			800
Balances, June 30, 2021 at Jun. 30, 2021	(1,818)	$ 605	$ 18	64,597	$ (67,379)	$ (24)	$ 970
Shares, Issued, Ending Balance at Jun. 30, 2021		34	188,115
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Shares issued for services to be provided	180		$ 1	179
Issuance of shares for services provided (in shares)			10,000
Fair value of warrants issued for financing commitments	$ 117			$ 117

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Cash flows from operating activities:
Net loss for the period	$ (2,472,000)	$ (846,000)
Adjustment to reconcile net loss for the period to net cash flows from operating activities:
Shares issued for financing commitment	196,000	34,000
Fair value of warrants issued for financing commitment	117,000
Amortization of intangible assets	278,000	278,000
Gain on sale of interest in subsidiary		(604,000)
Shares issued for services to be provided	344,000	256,000
Shares issued for settlement of accrued interest	18,000
Loan discount		57,000
Forgiveness of note receivable		3,000
Amortization of shares issued for services	277,000	329,000
Changes in operating assets and liabilities:
Accounts receivable	(24,000)	(173,000)
Deferred revenue	10,000
Other assets	59,000	(30,000)
Settlement liability	290,000
Accounts payable and accrued expenses	76,000	354,000
Net cash flows from operating activities – continuing operations	(831,000)	(342,000)
Net cash flows from operating activities – discontinued operations	50,000
Net cash flows from operating activities	(781,000)	(342,000)
Cash used in investing activities:
Purchase of intangible assets	(8,000)	(10,000)
Purchase of fixed assets		(3,000)
Net cash flows from investing activities	(8,000)	(13,000)
Cash flows from financing activities:
Proceeds from issuance of shares		20,000
Repayment of loans	(100,000)	(190,000)
Advances from related parties, net	(15,000)
Proceeds from note receivable		3,000
Proceeds from loans	900,000	455,000
Net cash flows from financing activities	785,000	288,000
Decrease in cash during the period	(4,000)	(67,000)
Foreign exchange effect on cash
Cash at beginning of the period	118,000	258,000
Cash at end of the period	114,000	191,000
Supplementary Information:
Issuance of shares on conversion of loan payable	$ 18,000

Description of Business, Organi

Description of Business, Organization and Principles of Consolidation	6 Months Ended
	Jun. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business, Organization and Principles of Consolidation	Note 1. Description of Business, Organization and Principles of Consolidation Description of Business The Company has the following businesses: (i) Touchpoint Group Holdings, Inc. (“TGHI”) is a software developer which supplies a robust fan engagement platform designed to enhance the fan experience and drive commercial aspects of the sport and entertainment business. TGHI brings users closer to the action by enabling them to engage with clubs, favorite players, peers and relevant brands through features that include live streaming, access to limited edition merchandise, gamification (chance to win unique one-off life experiences), user rewards, third party branded offers, credit cards and associated benefits. (ii) The Company is in negotiations to sell its interests in Love Media House, Inc. (“Love Media House”) and as such, it is considered to be discontinued operations. (iii) 123 Wish, Inc. is considered dormant. All operations have been moved to TGHI. The Company is primarily based in the United States of America and the United Kingdom Interim Period Financial Statements The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the instructions of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. The results of operations reflect interim adjustments, all of which are of a normal recurring nature and, in the opinion of management, are necessary for a fair presentation of the results for such interim period. The results reported in these interim condensed consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year. Certain information and note disclosure normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the SEC’s rules and regulations. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the SEC on April 9, 2021 and as amended. Current Structure of the Company The Company has the following subsidiaries: Subsidiary name % Owned ● 123Wish, Inc. (considered dormant) 51 % ● One Horizon Hong Kong Ltd (Limited operations) 100 % ● Horizon Network Technology Co. Ltd 100 % ● Love Media House, Inc (discontinued operations) 100 % ● Touchpoint Connect Limited 100 % In addition to the subsidiaries listed above, Suzhou Aishuo Network Information Co., Ltd (“Suzhou Aishuo”) is a limited liability company organized in China and controlled by the Company via various contractual arrangements. Suzhou Aishuo is treated as one of our subsidiaries, with limited operations, for financial reporting purposes in accordance with GAAP. During 2021, there have been limited operations at Suzhou Aishou. During the six months ended June 30, 2021 the main trading of the Group is conducted through the Company and no significant activities are undertaken in the subsidiary companies. All significant intercompany balances and transactions have been eliminated in consolidation.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2. Summary of Significant Accounting Policies Liquidity and Capital Resources The Company has incurred net losses and negative cash flows from operations which raise substantial doubt about the Company’s ability to continue as a going concern. The Company has principally financed these losses from the sale of equity securities and the issuance of debt instruments. The Company will be required to raise additional funds through various sources, such as equity and debt financings. While the Company believes it is probable that such financings could be secured, there can be no assurance the Company will be able to secure additional sources of funds to support its operations, or if such funds are available, that such additional financing will be sufficient to meet the Company’s needs or on terms acceptable to us. At June 30, 2021, the Company had cash of approximately $ 114,000 Covid-19 The outbreak of the novel strain of coronavirus, specifically identified as “COVID- 19”, has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID-19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company and its operations in future periods. Basis of Accounting and Presentation These condensed consolidated financial statements have been prepared in conformity with GAAP. Foreign Currency Translation The reporting currency of the Company is the United States dollar. Assets and liabilities other than those denominated in U.S. dollars, primarily in the United Kingdom, are translated into United States dollars at the rate of exchange at the balance sheet date. Revenues and expenses are translated at the average rate of exchange throughout the period. Gains or losses from these translations are reported as a separate component of other comprehensive income (loss) until all or a part of the investment in the subsidiaries is sold or liquidated. The translation adjustments do not recognize the effect of income tax because the Company expects to reinvest the amounts indefinitely in operations. Transaction gains and losses that arise from exchange-rate fluctuations on transactions denominated in a currency other than the functional currency are included in general and administrative expenses. Cash Cash and cash equivalents include bank demand deposit accounts and highly liquid short-term investments with maturities of three months or less when purchased. Cash consists of checking accounts held at financial institutions in the U.S. and the United Kingdom which balances may exceed insured limits at times. The Company has not experienced any losses related to these balances, and management believes the credit risk to be minimal. Accounts Receivable, Revenue Recognition and Concentrations Performance Obligations Revenue Recognition — Continued operations 1 Touchpoint – Revenue for the sale of the software license is recognized when the customer has use of the services and has access to use the software. Revenue from the usage of the software is shared between the customer and Touchpoint in accordance with their operator agreement. The Company also generates revenue through the development and deployment of customized customer apps based on its existing technologies. Based on the terms of the Operator Agreements, the Company recognizes revenue upon approval of the app and related design documents by the customer. Included within deferred revenue is amounts billed and/or collected from customer prior to achieving customer approval. The Company also recognizes revenue through hosting and maintenance fees billed to customers under the Operator Agreements and is eligible to receive a portion of revenues generated through the customer app, as defined. Revenues are expected to be generated through the revenue sharing arrangement in 2021. During the six months ended June 30, 2021, the Company received revenues from customer app’s totaling $ 5,357 — Discontinued operations 1. Love Media House derived income from recording and video services. Income was recognized when the recording and video services are performed, and the final customer product was delivered and the point at which the performance obligation were satisfied. These revenues were non-refundable. The Company does not have off-balance sheet credit exposure related to its customers. As of June 30, 2021 and December 31, 2020, seven customers and five customers respectively, accounted for 100 100 Intangible Assets Intangible assets include software development costs and acquired technology and are amortized on a straight-line basis over the estimated useful lives ranging from four five Impairment of Other Long-Lived Assets The Company evaluates the recoverability of its property and equipment and other long-lived assets whenever events or changes in circumstances indicate impairment may have occurred. An impairment loss is recognized when the net book value of such assets exceeds the estimated future undiscounted cash flows attributed to the assets or the business to which the assets relate. Impairment losses, if any, are measured as the amount by which the carrying value exceeds the fair value of the assets. Income Taxes Deferred income tax assets and liabilities are determined based on temporary differences between financial reporting and tax bases of assets and liabilities, operating loss, and tax credit carryforwards, and are measured using the enacted income tax rates and laws that will be in effect when the differences are expected to be recovered or settled. Realization of certain deferred income tax assets is dependent upon generating sufficient taxable income in the appropriate jurisdiction. The Company records a valuation allowance to reduce deferred income tax assets to amounts that are more likely than not to be realized. The initial recording and any subsequent changes to valuation allowances are based on a number of factors (positive and negative evidence). The Company considers its actual historical results to have a stronger weight than other, more subjective, indicators when considering whether to establish or reduce a valuation allowance. Net Loss per Share Basic net loss per share is calculated by dividing the net loss attributable to common shareholders by the weighted average number of common shares outstanding in the period. Diluted loss per share takes into consideration common shares outstanding (computed under basic loss per share) and potentially dilutive securities. For the three and six month periods ended June 30, 2021 and 2020, outstanding warrants and shares underlying convertible debt are antidilutive because of net losses, and as such, their effect was not been included in the calculation of diluted net loss per share. Common shares issuable are considered outstanding as of the original approval date for purposes of earnings per share computations. Accumulated Other Comprehensive Income (Loss) Other comprehensive income (loss), as defined, includes net income (loss), foreign currency translation adjustment, and all changes in equity (net assets) during a period from nonowner sources. To date, the Company has not had any significant transactions that are required to be reported in other comprehensive income (loss), except for foreign currency translation adjustments. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the fiscal period. The Company makes estimates for, among other items, useful lives for depreciation and amortization, determination of future cash flows associated with impairment testing for long-lived assets, determination of the fair value of stock options and warrants, determining fair values of assets acquired and liabilities assumed in business combinations, valuation allowance for deferred tax assets, allowances for doubtful accounts, and potential income tax assessments and other contingencies. The Company bases its estimates on historical experience, current conditions, and other assumptions that it believes to be reasonable under the circumstances. Actual results could differ from those estimates and assumptions. Recently adopted Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. This ASU is effective for annual reporting periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. This update permits the use of either the modified retrospective or fully retrospective method of transition.

Intangible Assets

Intangible Assets	6 Months Ended
	Jun. 30, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	Note 3. Intangible Assets Intangible assets consist of the following (in thousands): June 30 December 31 2021 2020 (unaudited) Touchpoint software $ 2,451 $ 2,443 Less accumulated amortization (1,791 ) (1,513 ) 660 930 Goodwill 419 419 Intangible assets, net $ 1,079 $ 1,349

Notes payable

Notes payable	6 Months Ended
	Jun. 30, 2021
Debt Disclosure [Abstract]
Notes payable	Note 4. Notes payable a) Promissory notes, related parties The promissory notes due to Zhanming Wu ($ 500,000 500,000 There can be no guarantee that commercially reasonable terms will agreed upon. As of June 30, 2021, the counterparties had not demanded repayment of the promissory notes. Convertible Loans Payable Lenders General terms Amount due at June 30, 2021 1 Bespoke Growth Partners Convertible Note #1 The loan was due on January 26, 2020 20 84,210 16,061 12,813,123 $15,790 2 Bespoke Growth Partners Convertible Note #2 In November 2019, the Company issued a convertible promissory note in the original principal amount of $ 300,000 May 21, 2020 175,000 $262,500 3 Geneva Roth Remark Holdings, Inc. Note #2 In July 2020, the Company issued a convertible promissory note in the principal amount of $ 63,000 The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a discount of 35% of the lowest trading price in the last 15 days. 7,037,234 $- 4 Geneva Roth Remark Holdings, Inc, Note #3 In October 2020, the Company issued a convertible promissory note in the principal amount of $ 55,000 The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a discount of 35% of the lowest trading price in the last 15 days. $- 5 Geneva Roth Remark Holdings, Inc. Note #4 In December 2020, the Company issued a convertible promissory note in the principal amount of $ 53,500 The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a discount of 35% of the lowest trading price in the last 15 days. 5,147,724 $- 6 Geneva Roth Remark Holdings, Inc. Note #5 In December 2020, the Company issued a convertible promissory note in the principal amount of $ 45,500 The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a discount of 35% of the lowest trading price in the last 15 days. $- 7 Geneva Roth Remark Holdings, Inc. Note #6 On January 13, 2021, the Company issued a convertible promissory note in the principal amount of $ 55,000 The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a discount of 35%. 7,157,735 $55,000 8 Geneva Roth Remark Holdings, Inc. Note #7 On February 8, 2021, the Company issued a convertible promissory note in the principal amount of $ 55,000 The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a discount of 35%. $55,000 9 Geneva Roth Remark Holdings, Inc. Note #8 On June 24, 2021, the Company issued a convertible promissory note in the principal amount of $ 85,000 The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a discount of 35% $85,000 10 Firstfire Global Opportunities Fund, LLC. Loan #2 On February 5, 2021, the Company issued a convertible promissory note in the principal amount of $ 100,000 The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a discount of 35%. $100,000 11 LGH Investments, LLC On March 4, 2021, the Company issued a convertible promissory note in the principal amount of $ 165,000 The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a fixed price of $0.03 per share of common stock. 165,000 12 Jefferson Street Capital, LLC On March 17, 2021, the Company issued a convertible promissory note in the principal amount of $ 165,000 The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a fixed price of $0.03 per share of common stock. $165,000 13 BHP Capital NY, LLC On March 24, 2021, the Company issued a convertible promissory note in the principal amount of $ 165,000 The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a fixed price of $0.03 per share of common stock. $165,000 14 Quick Capital, LLC On April 2, 2021, the Company issued a convertible promissory note in the principal amount of $ 110,000 The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a fixed price of $0.03 per share of common stock. The balance owing as of June 30, 2021, is $110,000. The Company also issued to Quick Capital, LLC warrants to purchase 3,666,667 shares of the Company’s common shares at $0.10 per share until April 2, 2024. $110,000 15 SBA The Company has received an SBA loan of $ 2,000 $2,000 TOTAL $1,180,290 b) Bespoke Growth Partners Convertible Note #1 In July 2019, the Company issued a convertible promissory note in the original principal amount of $ 100,000 84,210 16,061 12,813,123 15,790 c) Bespoke Growth Partners Convertible Note #2 In November 2019, the Company issued a convertible promissory note in the original principal amount of $ 300,000 175,000 262,500 The Company is in negotiation with Bespoke to revise the repayment terms and date on both loans with Bespoke Growth Partners. d) Geneva Roth Remark Holdings, Inc. Note #2 In July 2020, the Company issued a convertible promissory note in the principal amount of $ 63,000 July 27, 2021 The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a discount of 35% of the lowest trading price in the last 15 days. 7,037,234 e) Geneva Roth Remark Holdings, Inc, Note #3 In October 2020, the Company issued a convertible promissory note in the principal amount of $ 55,000 he promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a discount of 35% of the lowest trading price in the last 15 days. f) Geneva Roth Remark Holdings, Inc. Note #4 In December 2020, the Company issued a convertible promissory note in the principal amount of $ 53,500 The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a discount of 35% of the lowest trading price in the last 15 days. 5,147,724 g) Geneva Roth Remark Holdings, Inc. Note #5 In December 2020, the Company issued a convertible promissory note in the principal amount of $ 45,500 The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a discount of 35% of the lowest trading price in the last 15 days. h) Geneva Roth Remark Holdings, Inc. Note #6 On January 13, 2021, the Company issued a convertible promissory note in the principal amount of $ 55,000 The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a discount of 35%. 7,157,735 i) Geneva Roth Remark Holdings, Inc. Note #7 On February 8, 2021, the Company issued a convertible promissory note in the principal amount of $ 55,000 The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a discount of 35%. 55,000 j) Geneva Roth Remark Holdings, Inc. Note #8 On June 24, 2021, the Company issued a convertible promissory note in the principal amount of $ 85,000 The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a discount of 35%. 85,000 k) Firstfire Global Opportunities Fund, LLC. Loan #1 In June 2020, the Company issued a convertible promissory note in the principal amount of $ 145,000 The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a discount of 35% of the lowest trading price in the last 15 days. 12,300,000 l) Firstfire Global Opportunities Fund, LLC. Loan #2 On February 5, 2021, the Company issued a convertible promissory note in the principal amount of $ 100,000 The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a discount of 35%. 100,000 m) EMA Financial, LLC In August 2020, the Company issued a convertible promissory note in the principal amount of $ 125,000 The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at the lower of $0.05 per share and a discount of 35% to the average trading price. 10,365,144 n) LGH Investments, LLC On March 4, 2021, the Company issued a convertible promissory note in the principal amount of $ 165,000 The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a fixed price of $0.03 per share of common stock. 165,000 o) Jefferson Street Capital, LLC On March 17, 2021, the Company issued a convertible promissory note in the principal amount of $ 165,000 The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a fixed price of $0.03 per share of common stock. 165,000 p) BHP Capital NY, LLC On March 24, 2021, the Company issued a convertible promissory note in the principal amount of $ 165,000 The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a fixed price of $0.03 per share of common stock. q) Quick Capital, LLC On April 2, 2021, the Company issued a convertible promissory note in the principal amount of $ 110,000 The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a fixed price of $0.03 per share of common stock. 3,666,667

Share Capital

Share Capital	6 Months Ended
	Jun. 30, 2021
Equity [Abstract]
Share Capital	Note 5. Share Capital Common Stock The Company is authorized to issue 750 0.0001 During the six months ended June 30, 2021, the Company issued shares of common stock as follows: ● 34,859,102 374,568 ● 17,925,000 344,276 ● 1,500,000 20,000 ● 4,550,000 195,925 Standby Equity Agreement On March 16, 2021, the Company completed on a Standby Equity Commitment Agreement (“SECA”) with MacRab LLC whereby during the 24 5.0 90 2,272,727 0.044

Legal settlement expenses

Legal settlement expenses	6 Months Ended
	Jun. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Legal settlement expenses	Note 6. Legal settlement expenses In 2019 the Company received a claim from the landlord of a property leased by Maham LLC, under which the Company is a guarantor. In July 2021, the company settled the claim with the Landlords of a property leased to Maham LLC (then a possible acquisition target) which the Company had guaranteed. The settled claim amounted to $ 290,000 Judly 2022 In 2020 the Company had been served a claim from the former management of Love Media regarding a claim for unpaid wages. Whilst the Company disputes the validity of this claim in its entirety. It agreed to settle the claim from employees in a full and final settlement with a single payment of $ 50,000

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Liquidity and Capital Resources	Liquidity and Capital Resources The Company has incurred net losses and negative cash flows from operations which raise substantial doubt about the Company’s ability to continue as a going concern. The Company has principally financed these losses from the sale of equity securities and the issuance of debt instruments. The Company will be required to raise additional funds through various sources, such as equity and debt financings. While the Company believes it is probable that such financings could be secured, there can be no assurance the Company will be able to secure additional sources of funds to support its operations, or if such funds are available, that such additional financing will be sufficient to meet the Company’s needs or on terms acceptable to us. At June 30, 2021, the Company had cash of approximately $ 114,000
Covid-19	Covid-19 The outbreak of the novel strain of coronavirus, specifically identified as “COVID- 19”, has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID-19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company and its operations in future periods.
Basis of Accounting and Presentation	Basis of Accounting and Presentation These condensed consolidated financial statements have been prepared in conformity with GAAP.
Foreign Currency Translation	Foreign Currency Translation The reporting currency of the Company is the United States dollar. Assets and liabilities other than those denominated in U.S. dollars, primarily in the United Kingdom, are translated into United States dollars at the rate of exchange at the balance sheet date. Revenues and expenses are translated at the average rate of exchange throughout the period. Gains or losses from these translations are reported as a separate component of other comprehensive income (loss) until all or a part of the investment in the subsidiaries is sold or liquidated. The translation adjustments do not recognize the effect of income tax because the Company expects to reinvest the amounts indefinitely in operations. Transaction gains and losses that arise from exchange-rate fluctuations on transactions denominated in a currency other than the functional currency are included in general and administrative expenses.
Cash	Cash Cash and cash equivalents include bank demand deposit accounts and highly liquid short-term investments with maturities of three months or less when purchased. Cash consists of checking accounts held at financial institutions in the U.S. and the United Kingdom which balances may exceed insured limits at times. The Company has not experienced any losses related to these balances, and management believes the credit risk to be minimal.
Accounts Receivable, Revenue Recognition and Concentrations	Accounts Receivable, Revenue Recognition and Concentrations Performance Obligations Revenue Recognition — Continued operations 1 Touchpoint – Revenue for the sale of the software license is recognized when the customer has use of the services and has access to use the software. Revenue from the usage of the software is shared between the customer and Touchpoint in accordance with their operator agreement. The Company also generates revenue through the development and deployment of customized customer apps based on its existing technologies. Based on the terms of the Operator Agreements, the Company recognizes revenue upon approval of the app and related design documents by the customer. Included within deferred revenue is amounts billed and/or collected from customer prior to achieving customer approval. The Company also recognizes revenue through hosting and maintenance fees billed to customers under the Operator Agreements and is eligible to receive a portion of revenues generated through the customer app, as defined. Revenues are expected to be generated through the revenue sharing arrangement in 2021. During the six months ended June 30, 2021, the Company received revenues from customer app’s totaling $ 5,357 — Discontinued operations 1. Love Media House derived income from recording and video services. Income was recognized when the recording and video services are performed, and the final customer product was delivered and the point at which the performance obligation were satisfied. These revenues were non-refundable. The Company does not have off-balance sheet credit exposure related to its customers. As of June 30, 2021 and December 31, 2020, seven customers and five customers respectively, accounted for 100 100
Intangible Assets	Intangible Assets Intangible assets include software development costs and acquired technology and are amortized on a straight-line basis over the estimated useful lives ranging from four five
Impairment of Other Long-Lived Assets	Impairment of Other Long-Lived Assets The Company evaluates the recoverability of its property and equipment and other long-lived assets whenever events or changes in circumstances indicate impairment may have occurred. An impairment loss is recognized when the net book value of such assets exceeds the estimated future undiscounted cash flows attributed to the assets or the business to which the assets relate. Impairment losses, if any, are measured as the amount by which the carrying value exceeds the fair value of the assets.
Income Taxes	Income Taxes Deferred income tax assets and liabilities are determined based on temporary differences between financial reporting and tax bases of assets and liabilities, operating loss, and tax credit carryforwards, and are measured using the enacted income tax rates and laws that will be in effect when the differences are expected to be recovered or settled. Realization of certain deferred income tax assets is dependent upon generating sufficient taxable income in the appropriate jurisdiction. The Company records a valuation allowance to reduce deferred income tax assets to amounts that are more likely than not to be realized. The initial recording and any subsequent changes to valuation allowances are based on a number of factors (positive and negative evidence). The Company considers its actual historical results to have a stronger weight than other, more subjective, indicators when considering whether to establish or reduce a valuation allowance.
Net Loss per Share	Net Loss per Share Basic net loss per share is calculated by dividing the net loss attributable to common shareholders by the weighted average number of common shares outstanding in the period. Diluted loss per share takes into consideration common shares outstanding (computed under basic loss per share) and potentially dilutive securities. For the three and six month periods ended June 30, 2021 and 2020, outstanding warrants and shares underlying convertible debt are antidilutive because of net losses, and as such, their effect was not been included in the calculation of diluted net loss per share. Common shares issuable are considered outstanding as of the original approval date for purposes of earnings per share computations.
Accumulated Other Comprehensive Income (Loss)	Accumulated Other Comprehensive Income (Loss) Other comprehensive income (loss), as defined, includes net income (loss), foreign currency translation adjustment, and all changes in equity (net assets) during a period from nonowner sources. To date, the Company has not had any significant transactions that are required to be reported in other comprehensive income (loss), except for foreign currency translation adjustments.
Use of Estimates	Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the fiscal period. The Company makes estimates for, among other items, useful lives for depreciation and amortization, determination of future cash flows associated with impairment testing for long-lived assets, determination of the fair value of stock options and warrants, determining fair values of assets acquired and liabilities assumed in business combinations, valuation allowance for deferred tax assets, allowances for doubtful accounts, and potential income tax assessments and other contingencies. The Company bases its estimates on historical experience, current conditions, and other assumptions that it believes to be reasonable under the circumstances. Actual results could differ from those estimates and assumptions.
Recently adopted Accounting Pronouncements	Recently adopted Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. This ASU is effective for annual reporting periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. This update permits the use of either the modified retrospective or fully retrospective method of transition.

Description of Business, Orga_2

Description of Business, Organization and Principles of Consolidation (Tables)	6 Months Ended
	Jun. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
The Company has the following subsidiaries:	The Company has the following subsidiaries: Subsidiary name % Owned ● 123Wish, Inc. (considered dormant) 51 % ● One Horizon Hong Kong Ltd (Limited operations) 100 % ● Horizon Network Technology Co. Ltd 100 % ● Love Media House, Inc (discontinued operations) 100 % ● Touchpoint Connect Limited 100 %

Intangible Assets (Tables)

Intangible Assets (Tables)	6 Months Ended
	Jun. 30, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible assets consist of the following (in thousands):	Intangible assets consist of the following (in thousands): June 30 December 31 2021 2020 (unaudited) Touchpoint software $ 2,451 $ 2,443 Less accumulated amortization (1,791 ) (1,513 ) 660 930 Goodwill 419 419 Intangible assets, net $ 1,079 $ 1,349

Notes payable (Tables)

Notes payable (Tables)	6 Months Ended
	Jun. 30, 2021
Debt Disclosure [Abstract]
There can be no guarantee that commercially reasonable terms will agreed upon. As of June 30, 2021, the counterparties had not demanded repayment of the promissory notes.	The promissory notes due to Zhanming Wu ($ 500,000 500,000 There can be no guarantee that commercially reasonable terms will agreed upon. As of June 30, 2021, the counterparties had not demanded repayment of the promissory notes. Convertible Loans Payable Lenders General terms Amount due at June 30, 2021 1 Bespoke Growth Partners Convertible Note #1 The loan was due on January 26, 2020 20 84,210 16,061 12,813,123 $15,790 2 Bespoke Growth Partners Convertible Note #2 In November 2019, the Company issued a convertible promissory note in the original principal amount of $ 300,000 May 21, 2020 175,000 $262,500 3 Geneva Roth Remark Holdings, Inc. Note #2 In July 2020, the Company issued a convertible promissory note in the principal amount of $ 63,000 The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a discount of 35% of the lowest trading price in the last 15 days. 7,037,234 $- 4 Geneva Roth Remark Holdings, Inc, Note #3 In October 2020, the Company issued a convertible promissory note in the principal amount of $ 55,000 The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a discount of 35% of the lowest trading price in the last 15 days. $- 5 Geneva Roth Remark Holdings, Inc. Note #4 In December 2020, the Company issued a convertible promissory note in the principal amount of $ 53,500 The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a discount of 35% of the lowest trading price in the last 15 days. 5,147,724 $- 6 Geneva Roth Remark Holdings, Inc. Note #5 In December 2020, the Company issued a convertible promissory note in the principal amount of $ 45,500 The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a discount of 35% of the lowest trading price in the last 15 days. $- 7 Geneva Roth Remark Holdings, Inc. Note #6 On January 13, 2021, the Company issued a convertible promissory note in the principal amount of $ 55,000 The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a discount of 35%. 7,157,735 $55,000 8 Geneva Roth Remark Holdings, Inc. Note #7 On February 8, 2021, the Company issued a convertible promissory note in the principal amount of $ 55,000 The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a discount of 35%. $55,000 9 Geneva Roth Remark Holdings, Inc. Note #8 On June 24, 2021, the Company issued a convertible promissory note in the principal amount of $ 85,000 The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a discount of 35% $85,000 10 Firstfire Global Opportunities Fund, LLC. Loan #2 On February 5, 2021, the Company issued a convertible promissory note in the principal amount of $ 100,000 The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a discount of 35%. $100,000 11 LGH Investments, LLC On March 4, 2021, the Company issued a convertible promissory note in the principal amount of $ 165,000 The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a fixed price of $0.03 per share of common stock. 165,000 12 Jefferson Street Capital, LLC On March 17, 2021, the Company issued a convertible promissory note in the principal amount of $ 165,000 The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a fixed price of $0.03 per share of common stock. $165,000 13 BHP Capital NY, LLC On March 24, 2021, the Company issued a convertible promissory note in the principal amount of $ 165,000 The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a fixed price of $0.03 per share of common stock. $165,000 14 Quick Capital, LLC On April 2, 2021, the Company issued a convertible promissory note in the principal amount of $ 110,000 The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a fixed price of $0.03 per share of common stock. The balance owing as of June 30, 2021, is $110,000. The Company also issued to Quick Capital, LLC warrants to purchase 3,666,667 shares of the Company’s common shares at $0.10 per share until April 2, 2024. $110,000 15 SBA The Company has received an SBA loan of $ 2,000 $2,000 TOTAL $1,180,290

The Company has the following s

The Company has the following subsidiaries: (Details)	Jun. 30, 2021
Business Acquisition 123 Wish Incdormant [Member]
Acquired Indefinite-lived Intangible Assets [Line Items]
Percentage of owned subsidiary	51.00%
One Horizon Hong Kong Ltd [Member]
Acquired Indefinite-lived Intangible Assets [Line Items]
Percentage of owned subsidiary	100.00%
Horizon Network Technology Co Ltd [Member]
Acquired Indefinite-lived Intangible Assets [Line Items]
Percentage of owned subsidiary	100.00%
Love Media House Inc [Member]
Acquired Indefinite-lived Intangible Assets [Line Items]
Percentage of owned subsidiary	100.00%
Touchpointnewlyformedinseptember 2019 [Member]
Acquired Indefinite-lived Intangible Assets [Line Items]
Percentage of owned subsidiary	100.00%

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Product Information [Line Items]
Cash	$ 114,000	$ 191,000	$ 114,000	$ 191,000	$ 118,000	$ 258,000
Revenue from customer	$ 34,000	$ 150,000	$ 66,000	$ 190,000
Minimum [Member]
Product Information [Line Items]
Intangible asset, useful life			4 years
Maximum [Member]
Product Information [Line Items]
Intangible asset, useful life			5 years
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Five Customers [Member]
Product Information [Line Items]
Percentage of concentration risk			100.00%		100.00%
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | One Customers [Member]
Product Information [Line Items]
Percentage of concentration risk	100.00%		100.00%
Customer App [Member]
Product Information [Line Items]
Revenue from customer			$ 5,357,000

Intangible assets consist of th

Intangible assets consist of the following (in thousands): (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Less accumulated amortization	$ (1,791)	$ (1,513)
Finite lived intangible assets net	660	930
Goodwill	419	419
Intangible assets, net	1,079	1,349
Touchpoint Software [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	$ 2,451	$ 2,443

There can be no guarantee that

There can be no guarantee that commercially reasonable terms will agreed upon. As of June 30, 2021, the counterparties had not demanded repayment of the promissory notes. (Details) - USD ($) $ in Thousands

Jun. 24, 2021

Apr. 02, 2021

Mar. 24, 2021

Mar. 17, 2021

Mar. 17, 2021

Mar. 14, 2021

Mar. 04, 2021

Feb. 08, 2021

Feb. 05, 2021

Jul. 31, 2021

Feb. 28, 2021

Dec. 31, 2020

Oct. 31, 2020

Jul. 31, 2020

Nov. 30, 2019

Jun. 30, 2021

Jan. 13, 2021

Dec. 31, 2020

Convertible Loan Payable [Member]

Short-term Debt [Line Items]

Debt outstanding

$ 1,180,290

Bespoke Growth Partners [Member] | Convertible Loan Payable 1 [Member]

Short-term Debt [Line Items]

Maturity date

May 21, 2020

Jan. 26, 2020

Debt interest percentage

20.00%

20.00%

Principal paid amount

$ 84,210

$ 84,210

Interest paid amount

$ 16,061

Issuance of common stock

12,813,123

Debt outstanding

15,790

Bespoke Growth Partners [Member] | Convertible Loan Payable 2 [Member]

Short-term Debt [Line Items]

Principal paid amount

$ 300,000

Debt outstanding

$ 262,500

Proceeds from debt

$ 175,000

Geneva Roth Remark Holdings Inc [Member] | Convertible Loan Payable 1 [Member]

Short-term Debt [Line Items]

Issuance of common stock

7,037,234

Geneva Roth Remark Holdings Inc [Member] | Convertible Loan Payable 2 [Member]

Short-term Debt [Line Items]

Debt principal amount

$ 63,000

Debt conversion term

The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a discount of 35% of the lowest trading price in the last 15 days.

Geneva Roth Remark Holdings Inc [Member] | Convertible Loan Payable 3 [Member]

Short-term Debt [Line Items]

Debt principal amount

$ 55,000

Debt conversion term

The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a discount of 35% of the lowest trading price in the last 15 days.

Geneva Roth Remark Holdings Inc [Member] | Convertible Loan Payable 4 [Member]

Short-term Debt [Line Items]

Issuance of common stock

5,147,724

Debt principal amount

$ 53,500

53,500

Debt conversion term

The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a discount of 35% of the lowest trading price in the last 15 days.

Geneva Roth Remark Holdings Inc [Member] | Convertible Loan Payable 5 [Member]

Short-term Debt [Line Items]

Debt principal amount

$ 45,500

$ 45,500

Debt conversion term

The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a discount of 35% of the lowest trading price in the last 15 days.

Geneva Roth Remark Holdings Inc [Member] | Convertible Loan Payable 6 [Member]

Short-term Debt [Line Items]

Issuance of common stock

7,157,735

Debt outstanding

$ 55,000

Debt principal amount

$ 55,000

Debt conversion term

The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a discount of 35%.

Geneva Roth Remark Holdings Inc [Member] | Convertible Loan Payable 7 [Member]

Short-term Debt [Line Items]

Debt outstanding

55,000

Debt principal amount

$ 55,000

Debt conversion term

The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a discount of 35%.

Geneva Roth Remark Holdings Inc [Member] | Convertible Loan Payable 8 [Member]

Short-term Debt [Line Items]

Debt outstanding

85,000

Debt principal amount

$ 85,000

Debt conversion term

The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a discount of 35%

Firstfire Global Opportunities Fund L L C [Member] | Convertible Loan Payable 2 [Member]

Short-term Debt [Line Items]

Debt outstanding

100,000

Debt principal amount

$ 100,000

Debt conversion term

The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a discount of 35%.

L G H Investments L L C [Member] | Convertible Loan Payable 1 [Member]

Short-term Debt [Line Items]

Debt outstanding

165,000

Debt principal amount

$ 165,000

Debt conversion term

The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a fixed price of $0.03 per share of common stock.

L G H Investments L L C [Member] | Convertible Loan Payable [Member]

Short-term Debt [Line Items]

Debt outstanding

165,000

Debt principal amount

$ 165,000

Debt conversion term

The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a fixed price of $0.03 per share of common stock.

Jefferson Street Capital L L C [Member] | Convertible Loan Payable 1 [Member]

Short-term Debt [Line Items]

Debt principal amount

$ 165,000

$ 165,000

Jefferson Street Capital L L C [Member] | Convertible Loan Payable 2 [Member]

Short-term Debt [Line Items]

Debt outstanding

165,000

Jefferson Street Capital L L C [Member] | Convertible Loan Payable [Member]

Short-term Debt [Line Items]

Debt outstanding

165,000

Debt principal amount

$ 165,000

$ 165,000

Debt conversion term

The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a fixed price of $0.03 per share of common stock.

B H P Capital N Y L L C [Member] | Convertible Loan Payable 1 [Member]

Short-term Debt [Line Items]

Debt principal amount

$ 165,000

Debt conversion term

The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a fixed price of $0.03 per share of common stock.

The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a fixed price of $0.03 per share of common stock.

B H P Capital N Y L L C [Member] | Convertible Loan Payable [Member]

Short-term Debt [Line Items]

Debt outstanding

165,000

Debt principal amount

$ 165,000

Debt conversion term

The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a fixed price of $0.03 per share of common stock.

Quick Capital L L C [Member] | Convertible Loan Payable 1 [Member]

Short-term Debt [Line Items]

Debt principal amount

$ 110,000

Debt conversion term

The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a fixed price of $0.03 per share of common stock.

Quick Capital L L C [Member] | Convertible Loan Payable [Member]

Short-term Debt [Line Items]

Debt outstanding

110,000

Debt principal amount

$ 110,000

Debt conversion term

The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a fixed price of $0.03 per share of common stock. The balance owing as of June 30, 2021, is $110,000. The Company also issued to Quick Capital, LLC warrants to purchase 3,666,667 shares of the Company’s common shares at $0.10 per share until April 2, 2024.

S B A [Member] | Convertible Loan Payable [Member]

Short-term Debt [Line Items]

Debt outstanding

2,000

Repayment of debt

$ 2,000

Notes payable (Details Narrativ

Notes payable (Details Narrative) - USD ($) $ in Thousands

Jun. 24, 2021

Apr. 02, 2021

Mar. 24, 2021

Mar. 17, 2021

Mar. 17, 2021

Mar. 14, 2021

Mar. 04, 2021

Feb. 08, 2021

Feb. 05, 2021

Jan. 13, 2021

Feb. 28, 2021

Dec. 31, 2020

Oct. 31, 2020

Aug. 31, 2020

Jul. 31, 2020

Jun. 30, 2020

Nov. 30, 2019

Dec. 31, 2020

Aug. 31, 2021

Jun. 30, 2021

Jul. 31, 2019

Convertible Loan Payable [Member]

Short-term Debt [Line Items]

Debt outstanding

$ 1,180,290

Bespoke Growth Partners [Member] | Convertible Loan Payable 11 [Member]

Short-term Debt [Line Items]

Debt Instrument, Annual Principal Payment

$ 84,210

$ 84,210

15,790

$ 100,000

Interest Paid, Excluding Capitalized Interest, Operating Activities

$ 16,061

Stock Issued During Period, Shares, New Issues

12,813,123

Bespoke Growth Partners [Member] | Convertible Loan Payable 12 [Member]

Short-term Debt [Line Items]

Debt Instrument, Annual Principal Payment

$ 300,000

Proceeds from Convertible Debt

$ 175,000

Debt outstanding

262,500

$ 262,500

Bespoke Growth Partners [Member] | Convertible Loan Payable 13 [Member]

Short-term Debt [Line Items]

Maturity date

Jul. 27, 2021

Bespoke Growth Partners [Member] | Convertible Loan Payable 15 [Member]

Short-term Debt [Line Items]

Stock Issued During Period, Shares, New Issues

5,147,724

Bespoke Growth Partners [Member] | Convertible Loan Payable 17 [Member]

Short-term Debt [Line Items]

Stock Issued During Period, Shares, New Issues

7,157,735

Bespoke Growth Partners [Member] | Convertible Loan Payable 20 [Member]

Short-term Debt [Line Items]

Stock Issued During Period, Shares, New Issues

12,300,000

Bespoke Growth Partners [Member] | Convertible Loan Payable 1 [Member]

Short-term Debt [Line Items]

Debt Instrument, Annual Principal Payment

84,210

$ 84,210

Interest Paid, Excluding Capitalized Interest, Operating Activities

$ 16,061

Stock Issued During Period, Shares, New Issues

12,813,123

Debt outstanding

15,790

Maturity date

May 21, 2020

Jan. 26, 2020

Bespoke Growth Partners [Member] | Convertible Loan Payable 2 [Member]

Short-term Debt [Line Items]

Debt Instrument, Annual Principal Payment

$ 300,000

Proceeds from Convertible Debt

$ 175,000

Debt outstanding

262,500

Geneva Roth Remark Holdings Inc [Member] | Convertible Loan Payable 13 [Member]

Short-term Debt [Line Items]

Stock Issued During Period, Shares, New Issues

7,037,234

Debt Instrument, Face Amount

$ 63,000

Debt Instrument, Convertible, Terms of Conversion Feature

The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a discount of 35% of the lowest trading price in the last 15 days.

Geneva Roth Remark Holdings Inc [Member] | Convertible Loan Payable 14 [Member]

Short-term Debt [Line Items]

Debt Instrument, Face Amount

$ 55,000

Debt Instrument, Convertible, Terms of Conversion Feature

he promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a discount of 35% of the lowest trading price in the last 15 days.

Geneva Roth Remark Holdings Inc [Member] | Convertible Loan Payable 15 [Member]

Short-term Debt [Line Items]

Debt Instrument, Face Amount

$ 53,500

53,500

Debt Instrument, Convertible, Terms of Conversion Feature

The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a discount of 35% of the lowest trading price in the last 15 days.

Geneva Roth Remark Holdings Inc [Member] | Convertible Loan Payable 16 [Member]

Short-term Debt [Line Items]

Debt Instrument, Face Amount

$ 45,500

$ 45,500

Debt Instrument, Convertible, Terms of Conversion Feature

The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a discount of 35% of the lowest trading price in the last 15 days.

Geneva Roth Remark Holdings Inc [Member] | Convertible Loan Payable 17 [Member]

Short-term Debt [Line Items]

Debt Instrument, Face Amount

$ 55,000

Debt Instrument, Convertible, Terms of Conversion Feature

The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a discount of 35%.

Geneva Roth Remark Holdings Inc [Member] | Convertible Loan Payable 18 [Member]

Short-term Debt [Line Items]

Debt outstanding

55,000

Debt Instrument, Face Amount

$ 55,000

Debt Instrument, Convertible, Terms of Conversion Feature

The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a discount of 35%.

Geneva Roth Remark Holdings Inc [Member] | Convertible Loan Payable 19 [Member]

Short-term Debt [Line Items]

Debt outstanding

85,000

Debt Instrument, Face Amount

$ 85,000

Debt Instrument, Convertible, Terms of Conversion Feature

The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a discount of 35%.

Geneva Roth Remark Holdings Inc [Member] | Convertible Loan Payable 20 [Member]

Short-term Debt [Line Items]

Debt Instrument, Convertible, Terms of Conversion Feature

The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a discount of 35% of the lowest trading price in the last 15 days.

Geneva Roth Remark Holdings Inc [Member] | Convertible Loan Payable 21 [Member]

Short-term Debt [Line Items]

Debt outstanding

100,000

Debt Instrument, Convertible, Terms of Conversion Feature

The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a discount of 35%.

Geneva Roth Remark Holdings Inc [Member] | Convertible Loan Payable 1 [Member]

Short-term Debt [Line Items]

Stock Issued During Period, Shares, New Issues

7,037,234

Geneva Roth Remark Holdings Inc [Member] | Convertible Loan Payable 2 [Member]

Short-term Debt [Line Items]

Debt Instrument, Face Amount

$ 63,000

Debt Instrument, Convertible, Terms of Conversion Feature

The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a discount of 35% of the lowest trading price in the last 15 days.

Firstfire Global Opportunities Fund L L C [Member] | Convertible Loan Payable 20 [Member]

Short-term Debt [Line Items]

Debt Instrument, Face Amount

$ 145,000

Firstfire Global Opportunities Fund L L C [Member] | Convertible Loan Payable 21 [Member]

Short-term Debt [Line Items]

Debt Instrument, Face Amount

$ 100,000

Firstfire Global Opportunities Fund L L C [Member] | Convertible Loan Payable 2 [Member]

Short-term Debt [Line Items]

Debt outstanding

100,000

Debt Instrument, Face Amount

$ 100,000

Debt Instrument, Convertible, Terms of Conversion Feature

The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a discount of 35%.

E M A Financial L L C [Member] | Convertible Loan Payable [Member]

Short-term Debt [Line Items]

Debt Instrument, Face Amount

$ 125,000

Debt Instrument, Convertible, Terms of Conversion Feature

The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at the lower of $0.05 per share and a discount of 35% to the average trading price.

E M A Financial L L C [Member] | Convertible Loan Payable 1 [Member]

Short-term Debt [Line Items]

Stock Issued During Period, Shares, New Issues

10,365,144

L G H Investments L L C [Member] | Convertible Loan Payable [Member]

Short-term Debt [Line Items]

Debt outstanding

165,000

Debt Instrument, Face Amount

$ 165,000

Debt Instrument, Convertible, Terms of Conversion Feature

The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a fixed price of $0.03 per share of common stock.

L G H Investments L L C [Member] | Convertible Loan Payable 1 [Member]

Short-term Debt [Line Items]

Debt outstanding

165,000

Debt Instrument, Face Amount

$ 165,000

Debt Instrument, Convertible, Terms of Conversion Feature

The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a fixed price of $0.03 per share of common stock.

Jefferson Street Capital L L C [Member] | Convertible Loan Payable [Member]

Short-term Debt [Line Items]

Debt outstanding

165,000

Debt Instrument, Face Amount

$ 165,000

$ 165,000

Debt Instrument, Convertible, Terms of Conversion Feature

The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a fixed price of $0.03 per share of common stock.

Jefferson Street Capital L L C [Member] | Convertible Loan Payable 1 [Member]

Short-term Debt [Line Items]

Debt Instrument, Face Amount

$ 165,000

$ 165,000

Jefferson Street Capital L L C [Member] | Convertible Loan Payable 2 [Member]

Short-term Debt [Line Items]

Debt outstanding

165,000

B H P Capital N Y L L C [Member] | Convertible Loan Payable [Member]

Short-term Debt [Line Items]

Debt outstanding

165,000

Debt Instrument, Face Amount

$ 165,000

Debt Instrument, Convertible, Terms of Conversion Feature

The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a fixed price of $0.03 per share of common stock.

B H P Capital N Y L L C [Member] | Convertible Loan Payable 1 [Member]

Short-term Debt [Line Items]

Debt Instrument, Face Amount

$ 165,000

Debt Instrument, Convertible, Terms of Conversion Feature

The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a fixed price of $0.03 per share of common stock.

The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a fixed price of $0.03 per share of common stock.

Quick Capital L L C [Member] | Convertible Loan Payable [Member]

Short-term Debt [Line Items]

Debt outstanding

$ 110,000

Debt Instrument, Face Amount

$ 110,000

Debt Instrument, Convertible, Terms of Conversion Feature

The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a fixed price of $0.03 per share of common stock. The balance owing as of June 30, 2021, is $110,000. The Company also issued to Quick Capital, LLC warrants to purchase 3,666,667 shares of the Company’s common shares at $0.10 per share until April 2, 2024.

Quick Capital L L C [Member] | Convertible Loan Payable 1 [Member]

Short-term Debt [Line Items]

Debt Instrument, Face Amount

$ 110,000

Debt Instrument, Convertible, Terms of Conversion Feature

The promissory note is convertible, at the option of the holder, after 180 days into common shares of the Company at a fixed price of $0.03 per share of common stock.

Quick Capital L L C [Member] | Convertible Loan Payable 1 [Member] | Warrant [Member]

Short-term Debt [Line Items]

Purchase of warrants

3,666,667

Share Capital (Details Narrativ

Share Capital (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Mar. 16, 2021	Jun. 30, 2020	Jun. 30, 2021	Dec. 31, 2020
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, authorized			750,000,000	750,000,000
Common stock, par value (in dollars per share)			$ 0.0001	$ 0.0001
Number of value issued for services		$ 325
Standby Equity Commitment Agreement [Member] | Employee Stock [Member] | Mac Rab L L C [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Agreement term	24 months
Value of shares issued	$ 5,000
Percentage of weighted average prices	90.00%
Warrant issued	2,272,727
Exercise price (in dollars per share)	$ 0.044
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued conversion of convertible promissory notes			34,859,102
Value of shares issued conversion of convertible promissory notes			$ 374,568
Number of value issued for services		$ 1
Common Stock [Member] | Service [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued for services			17,925,000
Number of value issued for services			$ 344,276
Common Stock [Member] | Service One [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued for services			1,500,000
Number of value issued for services			$ 20,000
Common Stock [Member] | Service Two [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued for services			4,550,000
Number of value issued for services			$ 195,925

Legal settlement expenses (Deta

Legal settlement expenses (Details Narrative) - USD ($) $ in Thousands	1 Months Ended	6 Months Ended
	Jul. 31, 2021	Jun. 30, 2021
Subsequent Event [Line Items]
Settlement amount		$ 50,000
Subsequent Event [Member] | Director [Member]
Subsequent Event [Line Items]
Settlement date	Judly 2022
Subsequent Event [Member] | Maham L L C [Member]
Subsequent Event [Line Items]
Settlement amount	$ 290,000