Cover
| Cover - USD ($) | 12 Months Ended | ||
| Dec. 31, 2021 | Mar. 31, 2022 | Jun. 30, 2021 | |
| Cover [Abstract] | |||
| Document Type | 10-K | ||
| Amendment Flag | false | ||
| Document Annual Report | true | ||
| Document Transition Report | false | ||
| Document Period End Date | Dec. 31, 2021 | ||
| Document Fiscal Period Focus | FY | ||
| 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 203 | ||
| Entity Address, City or Town | Miami | ||
| Entity Address, State or Province | FL | ||
| Entity Address, Postal Zip Code | 33137 | ||
| City Area Code | 305 | ||
| Local Phone Number | 420-6640 | ||
| Entity Well-known Seasoned Issuer | No | ||
| Entity Voluntary Filers | No | ||
| Entity Current Reporting Status | Yes | ||
| Entity Interactive Data Current | Yes | ||
| Entity Filer Category | Non-accelerated Filer | ||
| Entity Small Business | true | ||
| Entity Emerging Growth Company | false | ||
| Entity Shell Company | false | ||
| Entity Public Float | $ 840,000 | ||
| Entity Common Stock, Shares Outstanding | 346,118,883 | ||
| Auditor Firm ID | 677 | ||
| Auditor Name | Cherry Bakaert LLP | ||
| Auditor Location | Tampa, Florida |
Consolidated Balance Sheets
| Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
| Current assets: | ||
| Cash | $ 147,000 | $ 118,000 |
| Accounts receivable, net | 31,000 | 124,000 |
| Prepaid compensation | 367,000 | 550,000 |
| Other receivable | 66,000 | |
| Other current assets | 531,000 | 160,000 |
| Total | 1,076,000 | 1,018,000 |
| Current assets of discontinued operations | 1,000 | 1,000 |
| Total current assets | 1,077,000 | 1,019,000 |
| Fixed assets | 354,000 | 3,000 |
| Goodwill | 419,000 | 419,000 |
| Intangible assets, net | 91,000 | 930,000 |
| Prepaid compensation (non-current) | 367,000 | |
| Non current assets of discontinued operations | 5,000 | 5,000 |
| Total assets | 1,946,000 | 2,743,000 |
| Current liabilities: | ||
| Accounts payable | 339,000 | 314,000 |
| Accrued expenses | 534,000 | 327,000 |
| Share prepayment | 60,000 | |
| Accrued compensation | 277,000 | 55,000 |
| Amounts due to related parties | 81,000 | 34,000 |
| Deferred revenue | 20,000 | 60,000 |
| Loans payable | 1,510,000 | 734,000 |
| Promissory notes, related parties | 1,000,000 | 1,000,000 |
| Total | 3,821,000 | 2,524,000 |
| Current liabilities of discontinued operations | 11,000 | 11,000 |
| Total current liabilities | 3,832,000 | 2,535,000 |
| Total liabilities | 3,832,000 | 2,535,000 |
| Temporary Equity - redeemable common stock outstanding 33,946 shares | 605,000 | 605,000 |
| Touchpoint Group Holdings, Inc. stockholders’ deficit | ||
| Preferred stock: $0.0001 par value, authorized 50,000,000; 20,000 shares (2021) and 0 shares (2020) issued and outstanding | ||
| Common stock: $0.0001 par value, authorized 1,750,000,000 shares, issued and outstanding 316,085,210 (2021) and 129,288,825 (2020) | 32,000 | 13,000 |
| Additional paid-in capital | 66,633,000 | 63,551,000 |
| Accumulated deficit | (70,102,000) | (64,907,000) |
| Accumulated other comprehensive loss | (24,000) | (24,000) |
| Total Touchpoint Group Holdings, Inc. stockholders’ deficit | (3,461,000) | (1,367,000) |
| Non-controlling interest | 970,000 | 970,000 |
| Total stockholders’ deficit | (2,491,000) | (397,000) |
| Total liabilities, temporary equity and stockholders’ deficit | $ 1,946,000 | $ 2,743,000 |
Consolidated Balance Sheets (Pa
| Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
| Statement of Financial Position [Abstract] | ||
| Redeemable common stock outstanding | 33,946 | 33,946 |
| Preferred stock, par value | $ 0.0001 | $ 0.0001 |
| Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
| Preferred stock, shares issued | 20,000 | 0 |
| Preferred stock, shares outstanding | 20,000 | 0 |
| Common stock, par value | $ 0.0001 | $ 0.0001 |
| Common stock, shares authorized | 1,750,000,000 | 1,750,000,000 |
| Common stock, shares issued | 316,085,210 | 129,288,825 |
| Common stock, shares outstanding | 316,085,210 | 129,288,825 |
Consolidated Statements of Oper
| Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
| Dec. 31, 2021 | Dec. 31, 2020 | |
| Revenue | $ 91 | $ 174 |
| Cost of revenue | ||
| Total cost of revenue | 559 | 555 |
| Gross deficit | (468) | (381) |
| Operating expenses | ||
| General and administrative | 3,121 | 2,319 |
| Impairment charge | 379 | 500 |
| total | 3,500 | 2,819 |
| Loss from operations | (3,968) | (3,200) |
| Other income (expense): | ||
| Interest expense | (940) | (232) |
| Other (expense) income | (285) | 179 |
| Provision for other receivables | (287) | |
| Foreign currency exchange (losses) | (2) | (5) |
| Total other income and expense | (1,227) | (345) |
| Loss from continuing operations | (5,195) | (3,545) |
| Net loss attributable to Touchpoint Group Holdings, Inc. common stockholders | $ (5,195) | $ (3,545) |
| Basic and diluted net loss per share | ||
| - Continuing operations | $ (0.03) | $ (0.12) |
| - Discontinued operations | ||
| Weighted average number of shares outstanding | ||
| Basic and diluted | 198,961 | 30,307 |
| Software and Software Development Costs [Member] | ||
| Cost of revenue | ||
| Total cost of revenue | $ 1 | |
| Amortization Of Intangible Asset [Member] | ||
| Cost of revenue | ||
| Total cost of revenue | $ 558 | $ 555 |
Consolidated Statements of Comp
| Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
| Dec. 31, 2021 | Dec. 31, 2020 | |
| Income Statement [Abstract] | ||
| Net loss | $ (5,195) | $ (3,545) |
| Other comprehensive loss: | ||
| Foreign currency translation adjustment gain (loss) | ||
| Total comprehensive loss | $ (5,195) | $ (3,545) |
Consolidated Statements of Temp
| Consolidated Statements of Temporary and Stockholders' (Deficit)/Equity - USD ($) $ in Thousands | Temporary Equity [Member] | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Noncontrolling Interest [Member] | Total |
| Beginning balance, value at Dec. 31, 2019 | $ 605 | $ 2 | $ 61,749 | $ (61,362) | $ (24) | $ 1,002 | $ 1,367 | |
| Shares, Issued, Beginning Balance at Dec. 31, 2019 | 34 | 4,099 | ||||||
| Net loss | (3,545) | (3,545) | ||||||
| Settlement of amounts owing for accrued compensation | $ 6 | 977 | (983) | |||||
| Settlement of amounts owing for accrued compensation (in shares) | 61,279 | |||||||
| Cancellation of shares on sale of subsidiary | (2) | (32) | (34) | |||||
| Cancellation of shares on sale of subsidiary (in shares) | (89) | |||||||
| Return of shares from Banana Whale | ||||||||
| eturn of shares from Banana Whale (in shares) | (474) | |||||||
| Shares issued for cash | 20 | 20 | ||||||
| Shares issued for cash (in shares) | 646 | |||||||
| Shares issued for financing commitment | 34 | 34 | ||||||
| Shares issued for financing commitment (in shares) | 560 | |||||||
| Shares issued for loan conversion | $ 3 | 263 | 266 | |||||
| Shares issued for loan conversion (in shares) | 32,069 | |||||||
| Shares issued for services | $ 2 | 510 | 512 | |||||
| Shares issued for services (in shares) | 24,000 | |||||||
| Correction of shares not subject to reverse split | ||||||||
| Correction of shares not subject to reverse split (in shares) | 7,200 | |||||||
| Ending balance, value at Dec. 31, 2020 | $ 605 | $ 13 | 63,551 | (64,907) | (24) | 970 | (397) | |
| Ending balance (in shares) at Dec. 31, 2020 | 34 | 129,290 | ||||||
| Net loss | (5,195) | (5,081) | ||||||
| Shares issued for cash | $ 3 | 528 | 531 | |||||
| Shares issued for cash (in shares) | 33,191 | |||||||
| Shares issued for services provided | $ 2 | 362 | 364 | |||||
| Shares issued for services provided (in shares) | 19,425 | |||||||
| Shares issued for conversion of note payable | $ 8 | 619 | 627 | |||||
| Shares issued for conversion of note payable (in shares) | 80,352 | |||||||
| Shares and warrants issued for financing commitments | $ 3 | 1,052 | 1,055 | |||||
| Shares and warrants issued for financing commitments (in shares) | 28,661 | |||||||
| Shares issued in exchange for settlement of warrants | $ 2 | 122 | 124 | |||||
| Shares issued in exchange for settlement of warrants (in shares) | 20,167 | |||||||
| Shares issued for race sponsorship | $ 1 | 149 | 150 | |||||
| Shares issued for race sponsorship (shares) | 5,000 | |||||||
| Preferred Shares issued for cash | 125 | 125 | ||||||
| Preferred Shares issued for cash (in shares) | 10 | 33,191,371 | ||||||
| Preferred Shares issued for services | 125 | 125 | ||||||
| Preferred Shares issued for services (in shares) | 10 | |||||||
| Ending balance, value at Dec. 31, 2021 | $ 605 | $ 32 | $ 66,633 | $ (70,102) | $ (24) | $ 970 | $ (2,491) | |
| Ending balance (in shares) at Dec. 31, 2021 | 34 | 20 | 316,086 |
Consolidated Statements of Cash
| Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
| Dec. 31, 2021 | Dec. 31, 2020 | |
| Cash used in operating activities: | ||
| Net loss for the year | $ (5,195) | $ (3,545) |
| Adjustment to reconcile net loss for the year to net cash used in operating activities: | ||
| Amortization of intangible assets | 558 | 555 |
| Impairment charge | 379 | 500 |
| Shares issued for financing commitment | 84 | 34 |
| Forgiveness of note receivable | 3 | |
| Shares issued for services to be provided | 256 | |
| Amortization of shares issued for services | 550 | 603 |
| Non-cash interest expense | 721 | 84 |
| Preferred shares issued for services provided | 125 | |
| Common shares issued for services provided | 364 | 115 |
| Other income (non-cash) | (379) | |
| Changes in operating assets and liabilities: | ||
| Accounts receivable | 93 | 350 |
| Other assets | (155) | 37 |
| Deferred revenue | (40) | 60 |
| Accounts payable and accrued expenses | 454 | 560 |
| Net cash flows from continuing operating activities | (2,062) | (767) |
| Net cash flows from discontinued operating activities | ||
| Net cash flows from operating activities | (2,062) | (767) |
| Cash used in investing activities: | ||
| Purchase of property and equipment | (351) | (3) |
| Purchase of intangibles | (98) | (15) |
| Net cash flows from investing activities – continuing operations | (449) | (18) |
| Net cash flows from investing activities | (449) | (18) |
| Cash flows from financing activities: | ||
| Proceeds from loans | 2,700 | 797 |
| Repayments on loans | (923) | (190) |
| Cash proceeds from issuance of common stock | 531 | 20 |
| Cash proceeds from issuance of preferred shares | 125 | |
| Share subscription | 60 | |
| Cash proceeds from note receivable | 3 | |
| Advances from related parties | 47 | 15 |
| Net cash flows from financing activities – continuing operations | 2,540 | 645 |
| Increase/(Decrease) in cash during the year | 29 | (140) |
| Foreign exchange effect on cash | ||
| Cash at the beginning of the year - continuing operations | 118 | 258 |
| Cash at the beginning of the year – discontinued operations | ||
| Cash at end of the year – total | 147 | 118 |
| Cash paid for interest | 160 | 11 |
| Common stock issued in settlement of amounts due | 983 | |
| Common stock issued for provision of services | 512 | |
| Shares issued for conversion of notes payable | $ 627 | $ 266 |
Description of Business, Organi
| Description of Business, Organization and Principles of Consolidation | 12 Months Ended |
| Dec. 31, 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) TGHI announced on September 20,2021 that it has acquired certain rights to the World Championship Air Race (“WCAR”) through an asset purchase agreement for approximately $70,000 WCAR is a race format developed by Red Bull as the Red Bull Air Race. The Red Bull Air Race was founded in 2003 and hosted 94 championship series races around the globe. It has attracted viewers in 187 countries and has been broadcast to an audience of over 230 million viewers with over 2.3 billion media impressions worldwide in its most recent season. It is the largest live spectator sports event in the world attracting over 1 million spectators to a single air race on multiple occasions in cities such as Porto and Barcelona. TGHI plans to utilize its expertise in audience engagement through its application development to enhance the audience’s experience, while at the same time creating new revenue generating opportunities for the races. The Company is primarily based in the United States of America and the United Kingdom Current Structure of the Company The Company has the following subsidiaries: Schedule of Subsidiaries Subsidiary name % Owned ● 123Wish, Inc. (considered dormant) 51 % ● One Horizon Hong Kong Ltd (Limited Operations) 100 % ● Horizon Network Technology Co. Ltd (Limited Operations) 100 % ● Love Media House, Inc. (discontinued operations) 100 % ● Air Race Limited (formerly 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, and is dormant, for financial reporting purposes in accordance with GAAP. 123 Wish, Inc. is considered dormant. All operations have been moved to TGHI. The Company has ceased all operations of Love Media House, Inc. in 2020, and as such, it is considered to be discontinued operations. During the year ended December 31, 2021, the main trading is conducted through the Company and no significant activities are undertaken in the subsidiary companies, except for Air Race Limited. All significant intercompany balances and transactions have been eliminated in consolidation. |
Summary of Significant Accounti
| Summary of Significant Accounting Policies | 12 Months Ended |
| Dec. 31, 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 and convertible debt instruments. To continue its operations 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 the Company. At December 31, 2021, the Company had cash of approximately $ 147,000 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 consolidated financial statements have been prepared in conformity with GAAP. Foreign Currency Translation The reporting currency of the Company is the U.S. dollar. Assets and liabilities other than those denominated in U.S. dollars, primarily in Singapore, the United Kingdom and China, are translated into U.S. 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, at times, balances may exceed insured limits. The Company has not experienced any losses related to these balances, and management believes the credit risk to be minimal. Accounts Receivable, Concentrations and Revenue Recognition Performance Obligations Revenue Recognition — Continued operations 1 1 Touchpoint – Revenue for the sale of a software license is recognized when the customer has use of the services and has access to use the software. Revenue from the usage of software is shared between the customer and Touchpoint in accordance with an 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. During the year ended December 31, 2021, the Company received revenues from customer app’s totaling $ 8,800 2 Air Race Limited – There was no Revenue for ARL during the year ending December 31, 2021. ARL is expected to start generating revenue in 2022 when the air race series is expected to start. — Discontinued operations 1 Love Media House derived income from recording and video services. Income was recognized when the recording and video services were 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 December 31, 2021 and 2020, two customers and five customers respectively, accounted for 100 94 100 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 years ended December 31, 2021 and 2020, outstanding warrants and shares underlying convertible debt are antidilutive because of net losses, and as such, their effect was not 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. Stock Purchase Warrants The Company accounts for the issuance of common stock purchase warrants issued in connection with the equity and debt offerings in accordance with the provisions of ASC 815, Derivatives and Hedging ("ASC 815"). The fair value of stock purchase warrants is estimated at the date of grant using the Black-Scholes valuation model. The determination of the fair value of stock purchase warrants is affected by the Company’s stock price, as well as assumptions regarding a number of complex and subjective variables. Risk free interest rates are based upon U.S. Treasury rates appropriate for the expected term of each award. Expected volatility rates are based primarily on the volatility rates of a set of guideline companies, which consist of public and recently public software companies. The assumed dividend yield is zero, as the Company does not Convertible Notes The Company reviews the terms of convertible debt, equity instruments, and other financing arrangements to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately. In connection with the convertible debt agreements, the Company issued shares of common stock and common stock warrants. The Company has allocated the net proceeds from the debt agreements to the estimated fair value of these equity-linked instruments, which is recorded as a discount to the related debt balances. The Company amortizes the debt discount over the contractual maturity of the related debt agreements. Property, Plant and Equipment Property and equipment are stated at cost. Depreciation and amortization are provided for using straight-line methods, in amounts sufficient to charge the cost of depreciable assets to operations over their estimated service lives. In October 2021, ARL began purchasing racing equipment to utilize in future racing events that has not yet been placed in service. 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 non-owner 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 year. 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, 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. The Company early adopted this ASU as of January 1, 2021 and because the beneficial conversion feature is eliminated by this guidance, there were no beneficial conversion features recorded for current year financings. |
Intangible Assets
| Intangible Assets | 12 Months Ended |
| Dec. 31, 2021 | |
| Goodwill and Intangible Assets Disclosure [Abstract] | |
| Intangible Assets | Note 3. Intangible Assets As a result of the pandemic and its impact on our ability to conduct customer marketing efforts and the inherent uncertainties in the entertainment and software industries within the United Kingdom and the United States, the Company has updated its short-term projections. As a result of these re-evaluations, during the years ended December 31, 2021 and 2020, the Company recorded an impairment loss of approximately $ 0.4 million 0.5 million Intangible assets consist of the following (in thousands): 2021 2020 Touchpoint software $ 2,084 $ 2,443 Air Race Limited (intellectual property and accounting records)* 79 - Less accumulated amortization (2,072 ) (1,513 ) 91 930 Goodwill 419 419 Intangible assets, net $ 510 $ 1,349 * In connection with the acquisition of WCAR, the Company has performed a purchase price allocation and the Company believes the entire purchase price is attributable to these intangible assets. |
Notes Payable
| Notes Payable | 12 Months Ended |
| Dec. 31, 2021 | |
| Debt Disclosure [Abstract] | |
| Notes Payable | Note 4. Notes Payable a) Promissory notes, related parties The promissory notes due to Zhanming Wu ($500,000) and the Company’s CEO, Mark White ($500,000), both considered related parties, including accrued interest of 7% per annum from issuance, were due for repayment on August 31, 2019. Such payments were not made and the parties are in negotiations to extend the maturity dates of the promissory notes. There can be no guarantee that commercially reasonable terms will agreed upon. As of December 31, 2021, the counterparties had not demanded repayment of the promissory notes. Lender General terms Amount due at December 31, 2021 Amount due at December 31, 2020 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 20 175,000 10,855,047 54,275, $208,225 $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 July 27, 2021 10 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 $- $63,000 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 October 21, 2021 10 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. $- $55,000 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 December 14, 2021 10 The promissory note was 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 $- $53,500 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 December 30, 2021 10 The promissory note was 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 $- $45,500 7 First Fire Global Opportunities Fund, LLC In June 2020, the Company issued a convertible promissory note in the principal amount of $ 145,000 June 15, 2021 10 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. During the year ended December 31, 2020 the amount of $33,004 was converted to 4,000,000 common shares of the Company. The balance owing as of December 31, 2020 is $111,996. The final balance was repaid in February 2021 by the issue of 6,300,000 $- $111,996 8 EMA Financial, LLC In August 2020, the Company issued a convertible promissory note in the principal amount of $ 125,000 October 30, 2021 10 10,365,144 $- $125,000 9 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 July 12, 2021 10 The promissory note was 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 trading days 7,157,735 $- $- 10 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 August 4, 2021 10 The promissory note was 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 trading days $- $- 11 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 June 24, 2022 10 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 trading days $85,000 $- 12 Geneva Roth Remark Holdings, Inc. Note #9 On August 3, 2021, the Company issued a convertible promissory note in the principal amount of $ 68,500 August 3, 2022 10 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 trading days $68,500 $- 13 Geneva Roth Remark Holdings, Inc. Note #10 On August 11, 2021, the Company issued a convertible promissory note in the principal amount of $ 103,000 August 11, 2022 10 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 trading days $103,000 $- 14 Geneva Roth Remark Holdings, Inc. Note #11 On September 10, 2021, the Company issued a convertible promissory note in the principal amount of $ 55,000 September 10, 2022 10 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 trading days. $55,000 $- 15 Geneva Roth Remark Holdings, Inc. Note #12 On October 1, 2021, the Company issued a convertible promissory note in the principal amount of $ 88,000 October 1, 2022 10 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 trading days. $88,000 $- 16 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 August 1, 2021 10 $- $- 17 LGH Investments, LLC On March 4, 2021, the Company issued a convertible promissory note in the principal amount of $ 165,000 8 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. On March 4, 2021 the Company issued 5,500,000 warrants, convertible into 5,500,000 shares of the Company’s common stock at $0.10 per share as a loan commitment fee. $- $- 18 Jefferson Street Capital, LLC On March 17, 2021, the Company issued a convertible promissory note in the principal amount of $ 165,000 8 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. On March 17, 2021 the Company issued 5,500,000 warrants, convertible into 5,500,000 shares of the Company’s common stock at $0.10 per share as a loan commitment fee $- $- 19 BHP Capital NY, LLC On March 24, 2021, the Company issued a convertible promissory note in the principal amount of $ 165,000 8 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. On March 24, 2021 the Company issued 5,500,000 warrants, convertible into 5,500,000 shares of the Company’s common stock at $0.10 per share as a loan commitment fee. $- $- 20 Quick Capital, LLC Loan #1 On April 2, 2021, the Company issued a convertible promissory note in the principal amount of $ 110,000 10 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. On April 2, 2021 the Company issued 3,666,667 warrants, convertible into 3,666,667 shares of the Company’s common stock at $0.10 per share. $- $- 21 Quick Capital, LLC Loan #2 On December 10, 2021, the Company issued a convertible promissory note in the principal amount of $ 200,000 12 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 $0.0125 per share of common stock. On December 10, 2021 the Company issued 3,111,111 shares of common stock and 6,500,000 warrants, convertible into 6,500,000 shares of common stock at $0.02 per share, as loan commitment fees $200,000 $- 22 SBA – PPP loan The Company has received an SBA PPP loan of $ 22,425 1 $11,713 $12,200 23 Glen Eagles Acquisition LP On August 10, 2021, the Company issued a convertible promissory note in the principal amount of $ 126,500 10 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 $0.0125 per share of common stock. During the year ended December 31, 2021 the Company issued 11,500,000 shares of common stock, with a fair value of $57,000 as a reduction of the promissory note. $16,750 $- 24 Mast Hill Fund LLP On October 29, 2021, the Company issued a convertible promissory note in the principal amount of $ 810,000 10 The promissory note is convertible, at the option of the holder, into common shares of the Company at a fixed price of $0.0125 per share of common stock. On October 29, 2021 the Company issued 10,855.047 shares of common stock and 28,065,000 warrants, convertible into 28,065,000 shares of common stock at $0.02 per share, as loan commitment fees. $810,000 $- 25 Talos Victory Fund, LLC On November 3, 2021, the Company issued a convertible promissory note in the principal amount of $ 540,000 10 The promissory note is convertible, at the option of the holder, into common shares of the Company at a fixed price of $0.0125 per share of common stock. On November 3, 2021 the Company issued 10,144,953 shares of common stock and 15,810,000 warrants, convertible into 15,810,000 shares of common stock at $0.02 per share, as loan commitment fees $540,000 $- TOTAL Unamortized debt discount Notes payable, net of discounts $ 2,186,188 676,644 $ 1,509,544 $ 744,486 10,162 $ 734,324 |
Share Capital
| Share Capital | 12 Months Ended |
| Dec. 31, 2021 | |
| Equity [Abstract] | |
| Share Capital | Note 5. Share Capital Preferred Shares The Company is authorized to issue 50,000,000 Class A The Company has designated 50,000 12.50 Class B The Company has designated 1,000,000 1.00 Common Stock Effective February 2, 2022, the Company amended its Articles of Incorporation increasing the number of authorized number of common stock from 750,000,000 1,750,000,000 0.0001 During the year ended December 31, 2021, the Company issued shares of common stock as follows: ● 80,352,236 626,811 ● 19,425,000 364,276 ● 28,661,111 699,922 ● 33,191,371 531,158. ● 5,000,000 150,000 ● 20,166,667 20,166,667 124,387 During the year ended December 31, 2020, the Company issued shares of common stock as follows: ● 12,813,132 100,271 ● 7,200,000 ● 559,673 ● 645,757 19,969 ● 5,000,000 60,000 ● 5,000,000 68,500 ● 2,000,000 27,400 ● 3,000,000 169,500 ● 9,000,000 187,000 ● 19,255,651 166,004 ● 61,279,454 982,908 During the year ended December 31, 2020, 563,760 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 million 90 22,27,727 0.044 531,158 33,191,371 Stock Purchase Warrants At December 31, 2021, the Company had reserved 52,647,727 Schedule of warrants Outstanding as of January 1, 2021 - Granted 72,814,394 Exchanged for common shares (20,166,667) Outstanding as of December 31, 2021 52,647,727 During the year ended December 31, 2021, 72,814,394 70,541,667 20,166,667 no A summary of the weighted average inputs used in measuring the fair value of warrants issued during the year ended December 31, 2021 are as follows: Strike price $0.04 Term (years) 2.73 Volatility 150 Risk free rate 0.55 Dividend yield - |
Stock-Based Compensation
| Stock-Based Compensation | 12 Months Ended |
| Dec. 31, 2021 | |
| Share-based Payment Arrangement [Abstract] | |
| Stock-Based Compensation | Note 6. Stock-Based Compensation On August 6, 2013, the Company’s shareholders approved the 2013 Equity Incentive Plan (“2013 Plan”). The 2013 Plan provides for the issuance of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalents, cash bonuses and other stock-based awards to employees, directors and consultants of the Company. There were no options issued in the years ended December 31, 2021 and 2020 and there were no options outstanding as at December 31, 2021. In March 2018, the Company adopted the 2018 Equity Incentive Plan (the “2018 Plan”) to provide additional incentives to the employees, directors and consultants of the Company to promote the success of the Company’s business. During the year ended December 31, 2021, no common stock of the Company was issued under the 2018 Plan. |
Income Taxes
| Income Taxes | 12 Months Ended |
| Dec. 31, 2021 | |
| Income Tax Disclosure [Abstract] | |
| Income Taxes | Note 7. Income Taxes The difference between the applicable statutory rates and the provision for income tax recorded by the Company is primarily attributable to the change in the Company’s valuation allowance against its deferred tax assets and the tax treatment of certain gains and losses recorded under GAAP. The potential benefit of net operating loss carryforwards has not been recognized in the consolidated financial statements since the Company cannot determine that it is more likely than not that such benefit will be utilized in future years. The tax years 2006 through 2021 remain open to examination by federal authorities in certain jurisdictions in which the Company operates namely China and Hong Kong. The components of the net deferred tax asset and the amount of the valuation allowance are as follows: (in thousands) Schedule of net deferred tax liability December 31 2021 2020 Deferred tax assets Net operating loss carryforwards 5,308 4,768 Valuation allowance (5,308 ) (4,768 ) Net deferred tax assets $ - $ - The Company continually evaluates its uncertain income tax positions and may record a liability for any unrecognized tax benefits resulting from uncertain income tax positions taken or expected to be taken in an income tax return. Estimated interest and penalties are recorded as a component of interest expense and other expense, respectively. Because tax laws are complex and subject to different interpretations, significant judgment is required. As a result, the Company makes certain estimates and assumptions in: (1) calculating its income tax expense, deferred tax assets, and deferred tax liabilities; (2) determining any valuation allowance recorded against deferred tax assets; and (3) evaluating the amount of unrecognized tax benefits, as well as the interest and penalties related to such uncertain tax positions. The Company’s estimates and assumptions may differ significantly from tax benefits ultimately realized. Historically, the Company has not filed income tax returns and the related required informational filings in the U.S. Certain informational filings if not filed contain penalties. The Company is currently addressing this issue with advisors to determine the amount of potential payments due. Given the complexity of the issue the Company is unable to quantify a range of potential loss. Accordingly, no liability has been recorded in the accompanying consolidated balance sheets in respect of this matter. However, such potential penalties may be material to the Company’s financial statements. |
Legal Proceedings
| Legal Proceedings | 12 Months Ended |
| Dec. 31, 2021 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| Legal Proceedings | Note 10. Legal Proceedings In 2021 we settled a claim from the landlord of a property leased by Maham LLC, then a possible acquisition target, under which we were a guarantor. The company settled the claim for $ 290,000 July 2022 105,000 In 2020 the Company had been served a claim from the former management of Love Media regarding a claim for unpaid wages. While the Company disputes the validity of this claim in its entirety, an agreed settlement was made for the entire claim from employees in a full and final settlement of $ 50,000 |
Subsequent Events
| Subsequent Events | 12 Months Ended |
| Dec. 31, 2021 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | Note 11. Subsequent Events Subsequent to year end, the Company entered into four Series B Preferred Stock Purchase Agreements with Geneva Roth Remark Holdings, Inc. (“GR”) dated January 5, 2022 February 3, 2022 February 7, 2022 March 14, 2022 328,000 1.00 530,000 On March 29, 2022, the Company consummated a Securities Purchase Agreement with Mast Hill Fund, L. P. ("Mast Hill"), whereby in consideration of $562,500, the Company issued to Mast Hill a convertible promissory note (“Note”) in the principal amount of $ 625,000 420 0.002 March 28, 2023 12 0.002 On March 29, 2022, the Company amended certain provisions of the convertible notes issued during 2021 to Talos Victory Fund, LLC ("Talos") and Quick Capital, LLC ("Quick"), and Mast Hill. In consideration of these amendments, the Company paid Talos approximately $ 69,000 4 0.002 Subsequent to year end, the Company entered into Host City Agreements to host Air Race World Championships for the 2022 race season with representative members of cities within the United Kingdom, Australia, Malaysia and Jakarta, whereby these cities will pay the Company to host races in these cities. |
Summary of Significant Accoun_2
| Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
| Dec. 31, 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 and convertible debt instruments. To continue its operations 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 the Company. At December 31, 2021, the Company had cash of approximately $ 147,000 |
| 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 consolidated financial statements have been prepared in conformity with GAAP. |
| Foreign Currency Translation | Foreign Currency Translation The reporting currency of the Company is the U.S. dollar. Assets and liabilities other than those denominated in U.S. dollars, primarily in Singapore, the United Kingdom and China, are translated into U.S. 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, at times, balances may exceed insured limits. The Company has not experienced any losses related to these balances, and management believes the credit risk to be minimal. |
| Accounts Receivable, Concentrations and Revenue Recognition | Accounts Receivable, Concentrations and Revenue Recognition Performance Obligations Revenue Recognition — Continued operations 1 1 Touchpoint – Revenue for the sale of a software license is recognized when the customer has use of the services and has access to use the software. Revenue from the usage of software is shared between the customer and Touchpoint in accordance with an 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. During the year ended December 31, 2021, the Company received revenues from customer app’s totaling $ 8,800 2 Air Race Limited – There was no Revenue for ARL during the year ending December 31, 2021. ARL is expected to start generating revenue in 2022 when the air race series is expected to start. — Discontinued operations 1 Love Media House derived income from recording and video services. Income was recognized when the recording and video services were 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 December 31, 2021 and 2020, two customers and five customers respectively, accounted for 100 94 100 |
| 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 years ended December 31, 2021 and 2020, outstanding warrants and shares underlying convertible debt are antidilutive because of net losses, and as such, their effect was not 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. |
| Stock Purchase Warrants | Stock Purchase Warrants The Company accounts for the issuance of common stock purchase warrants issued in connection with the equity and debt offerings in accordance with the provisions of ASC 815, Derivatives and Hedging ("ASC 815"). The fair value of stock purchase warrants is estimated at the date of grant using the Black-Scholes valuation model. The determination of the fair value of stock purchase warrants is affected by the Company’s stock price, as well as assumptions regarding a number of complex and subjective variables. Risk free interest rates are based upon U.S. Treasury rates appropriate for the expected term of each award. Expected volatility rates are based primarily on the volatility rates of a set of guideline companies, which consist of public and recently public software companies. The assumed dividend yield is zero, as the Company does not |
| Convertible Notes | Convertible Notes The Company reviews the terms of convertible debt, equity instruments, and other financing arrangements to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately. In connection with the convertible debt agreements, the Company issued shares of common stock and common stock warrants. The Company has allocated the net proceeds from the debt agreements to the estimated fair value of these equity-linked instruments, which is recorded as a discount to the related debt balances. The Company amortizes the debt discount over the contractual maturity of the related debt agreements. |
| Property, Plant and Equipment | Property, Plant and Equipment Property and equipment are stated at cost. Depreciation and amortization are provided for using straight-line methods, in amounts sufficient to charge the cost of depreciable assets to operations over their estimated service lives. In October 2021, ARL began purchasing racing equipment to utilize in future racing events that has not yet been placed in service. |
| 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 non-owner 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 year. 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, 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. The Company early adopted this ASU as of January 1, 2021 and because the beneficial conversion feature is eliminated by this guidance, there were no beneficial conversion features recorded for current year financings. |
Description of Business, Orga_2
| Description of Business, Organization and Principles of Consolidation (Tables) | 12 Months Ended |
| Dec. 31, 2021 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Schedule of Subsidiaries | The Company has the following subsidiaries: Schedule of Subsidiaries Subsidiary name % Owned ● 123Wish, Inc. (considered dormant) 51 % ● One Horizon Hong Kong Ltd (Limited Operations) 100 % ● Horizon Network Technology Co. Ltd (Limited Operations) 100 % ● Love Media House, Inc. (discontinued operations) 100 % ● Air Race Limited (formerly Touchpoint Connect Limited ) 100 % |
Intangible Assets (Tables)
| Intangible Assets (Tables) | 12 Months Ended |
| Dec. 31, 2021 | |
| Goodwill and Intangible Assets Disclosure [Abstract] | |
| Intangible assets consist of the following (in thousands): | Intangible assets consist of the following (in thousands): 2021 2020 Touchpoint software $ 2,084 $ 2,443 Air Race Limited (intellectual property and accounting records)* 79 - Less accumulated amortization (2,072 ) (1,513 ) 91 930 Goodwill 419 419 Intangible assets, net $ 510 $ 1,349 * In connection with the acquisition of WCAR, the Company has performed a purchase price allocation and the Company believes the entire purchase price is attributable to these intangible assets. |
Notes Payable (Tables)
| Notes Payable (Tables) | 12 Months Ended |
| Dec. 31, 2021 | |
| Debt Disclosure [Abstract] | |
| There can be no guarantee that commercially reasonable terms will agreed upon. As of December 31, 2021, the counterparties had not demanded repayment of the promissory notes. | The promissory notes due to Zhanming Wu ($500,000) and the Company’s CEO, Mark White ($500,000), both considered related parties, including accrued interest of 7% per annum from issuance, were due for repayment on August 31, 2019. Such payments were not made and the parties are in negotiations to extend the maturity dates of the promissory notes. There can be no guarantee that commercially reasonable terms will agreed upon. As of December 31, 2021, the counterparties had not demanded repayment of the promissory notes. Lender General terms Amount due at December 31, 2021 Amount due at December 31, 2020 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 20 175,000 10,855,047 54,275, $208,225 $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 July 27, 2021 10 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 $- $63,000 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 October 21, 2021 10 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. $- $55,000 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 December 14, 2021 10 The promissory note was 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 $- $53,500 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 December 30, 2021 10 The promissory note was 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 $- $45,500 7 First Fire Global Opportunities Fund, LLC In June 2020, the Company issued a convertible promissory note in the principal amount of $ 145,000 June 15, 2021 10 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. During the year ended December 31, 2020 the amount of $33,004 was converted to 4,000,000 common shares of the Company. The balance owing as of December 31, 2020 is $111,996. The final balance was repaid in February 2021 by the issue of 6,300,000 $- $111,996 8 EMA Financial, LLC In August 2020, the Company issued a convertible promissory note in the principal amount of $ 125,000 October 30, 2021 10 10,365,144 $- $125,000 9 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 July 12, 2021 10 The promissory note was 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 trading days 7,157,735 $- $- 10 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 August 4, 2021 10 The promissory note was 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 trading days $- $- 11 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 June 24, 2022 10 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 trading days $85,000 $- 12 Geneva Roth Remark Holdings, Inc. Note #9 On August 3, 2021, the Company issued a convertible promissory note in the principal amount of $ 68,500 August 3, 2022 10 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 trading days $68,500 $- 13 Geneva Roth Remark Holdings, Inc. Note #10 On August 11, 2021, the Company issued a convertible promissory note in the principal amount of $ 103,000 August 11, 2022 10 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 trading days $103,000 $- 14 Geneva Roth Remark Holdings, Inc. Note #11 On September 10, 2021, the Company issued a convertible promissory note in the principal amount of $ 55,000 September 10, 2022 10 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 trading days. $55,000 $- 15 Geneva Roth Remark Holdings, Inc. Note #12 On October 1, 2021, the Company issued a convertible promissory note in the principal amount of $ 88,000 October 1, 2022 10 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 trading days. $88,000 $- 16 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 August 1, 2021 10 $- $- 17 LGH Investments, LLC On March 4, 2021, the Company issued a convertible promissory note in the principal amount of $ 165,000 8 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. On March 4, 2021 the Company issued 5,500,000 warrants, convertible into 5,500,000 shares of the Company’s common stock at $0.10 per share as a loan commitment fee. $- $- 18 Jefferson Street Capital, LLC On March 17, 2021, the Company issued a convertible promissory note in the principal amount of $ 165,000 8 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. On March 17, 2021 the Company issued 5,500,000 warrants, convertible into 5,500,000 shares of the Company’s common stock at $0.10 per share as a loan commitment fee $- $- 19 BHP Capital NY, LLC On March 24, 2021, the Company issued a convertible promissory note in the principal amount of $ 165,000 8 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. On March 24, 2021 the Company issued 5,500,000 warrants, convertible into 5,500,000 shares of the Company’s common stock at $0.10 per share as a loan commitment fee. $- $- 20 Quick Capital, LLC Loan #1 On April 2, 2021, the Company issued a convertible promissory note in the principal amount of $ 110,000 10 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. On April 2, 2021 the Company issued 3,666,667 warrants, convertible into 3,666,667 shares of the Company’s common stock at $0.10 per share. $- $- 21 Quick Capital, LLC Loan #2 On December 10, 2021, the Company issued a convertible promissory note in the principal amount of $ 200,000 12 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 $0.0125 per share of common stock. On December 10, 2021 the Company issued 3,111,111 shares of common stock and 6,500,000 warrants, convertible into 6,500,000 shares of common stock at $0.02 per share, as loan commitment fees $200,000 $- 22 SBA – PPP loan The Company has received an SBA PPP loan of $ 22,425 1 $11,713 $12,200 23 Glen Eagles Acquisition LP On August 10, 2021, the Company issued a convertible promissory note in the principal amount of $ 126,500 10 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 $0.0125 per share of common stock. During the year ended December 31, 2021 the Company issued 11,500,000 shares of common stock, with a fair value of $57,000 as a reduction of the promissory note. $16,750 $- 24 Mast Hill Fund LLP On October 29, 2021, the Company issued a convertible promissory note in the principal amount of $ 810,000 10 The promissory note is convertible, at the option of the holder, into common shares of the Company at a fixed price of $0.0125 per share of common stock. On October 29, 2021 the Company issued 10,855.047 shares of common stock and 28,065,000 warrants, convertible into 28,065,000 shares of common stock at $0.02 per share, as loan commitment fees. $810,000 $- 25 Talos Victory Fund, LLC On November 3, 2021, the Company issued a convertible promissory note in the principal amount of $ 540,000 10 The promissory note is convertible, at the option of the holder, into common shares of the Company at a fixed price of $0.0125 per share of common stock. On November 3, 2021 the Company issued 10,144,953 shares of common stock and 15,810,000 warrants, convertible into 15,810,000 shares of common stock at $0.02 per share, as loan commitment fees $540,000 $- TOTAL Unamortized debt discount Notes payable, net of discounts $ 2,186,188 676,644 $ 1,509,544 $ 744,486 10,162 $ 734,324 |
Share Capital (Tables)
| Share Capital (Tables) | 12 Months Ended |
| Dec. 31, 2021 | |
| Equity [Abstract] | |
| Schedule of warrants | At December 31, 2021, the Company had reserved 52,647,727 Schedule of warrants Outstanding as of January 1, 2021 - Granted 72,814,394 Exchanged for common shares (20,166,667) Outstanding as of December 31, 2021 52,647,727 |
| A summary of the weighted average inputs used in measuring the fair value of warrants issued during the year ended December 31, 2021 are as follows: | A summary of the weighted average inputs used in measuring the fair value of warrants issued during the year ended December 31, 2021 are as follows: Strike price $0.04 Term (years) 2.73 Volatility 150 Risk free rate 0.55 Dividend yield - |
Income Taxes (Tables)
| Income Taxes (Tables) | 12 Months Ended |
| Dec. 31, 2021 | |
| Income Tax Disclosure [Abstract] | |
| Schedule of net deferred tax liability | The potential benefit of net operating loss carryforwards has not been recognized in the consolidated financial statements since the Company cannot determine that it is more likely than not that such benefit will be utilized in future years. The tax years 2006 through 2021 remain open to examination by federal authorities in certain jurisdictions in which the Company operates namely China and Hong Kong. The components of the net deferred tax asset and the amount of the valuation allowance are as follows: (in thousands) Schedule of net deferred tax liability December 31 2021 2020 Deferred tax assets Net operating loss carryforwards 5,308 4,768 Valuation allowance (5,308 ) (4,768 ) Net deferred tax assets $ - $ - |
Schedule of Subsidiaries (Detai
| Schedule of Subsidiaries (Details) | Dec. 31, 2021 |
| Business Acquisition 123 Wish Incdormant [Member] | |
| Restructuring Cost and Reserve [Line Items] | |
| Percentage of owned subsidiary | 51.00% |
| One Horizon Hong Kong Ltd [Member] | |
| Restructuring Cost and Reserve [Line Items] | |
| Percentage of owned subsidiary | 100.00% |
| Horizon Network Technology Co Ltd [Member] | |
| Restructuring Cost and Reserve [Line Items] | |
| Percentage of owned subsidiary | 100.00% |
| Love Media House Inc [Member] | |
| Restructuring Cost and Reserve [Line Items] | |
| Percentage of owned subsidiary | 100.00% |
| Touchpointnewlyformedinseptember 2019 [Member] | |
| Restructuring Cost and Reserve [Line Items] | |
| Percentage of owned subsidiary | 100.00% |
Description of Business, Orga_3
| Description of Business, Organization and Principles of Consolidation (Details Narrative) | 12 Months Ended |
| Dec. 31, 2021 | |
| Agreement [Member] | |
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
| Description of business acquired | TGHI announced on September 20,2021 that it has acquired certain rights to the World Championship Air Race (“WCAR”) through an asset purchase agreement for approximately $70,000 |
Summary of Significant Accoun_3
| Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
| Dec. 31, 2021 | Dec. 31, 2020 | |
| Product Information [Line Items] | ||
| Cash | $ 147,000 | $ 118,000 |
| Revenue from customer | $ 91,000 | $ 174,000 |
| 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] | Seven Customers [Member] | ||
| Product Information [Line Items] | ||
| Percentage of concentration risk | 100.00% | |
| Customer Concentration Risk [Member] | Accounts Receivable [Member] | Six Customers [Member] | ||
| Product Information [Line Items] | ||
| Percentage of concentration risk | 100.00% | |
| Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Four Customers [Member] | ||
| Product Information [Line Items] | ||
| Percentage of concentration risk | 94.00% | |
| Customer App [Member] | ||
| Product Information [Line Items] | ||
| Revenue from customer | $ 8,800,000 | |
Intangible assets consist of th
| Intangible assets consist of the following (in thousands): (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
| Finite-Lived Intangible Assets [Line Items] | |||
| Less accumulated amortization | $ (2,072) | $ (1,513) | |
| Finite lived intangible assets net | 91 | 930 | |
| Goodwill | 419 | 419 | |
| Intangible assets, net | 510 | 1,349 | |
| Touchpoint Software [Member] | |||
| Finite-Lived Intangible Assets [Line Items] | |||
| Intangible assets, gross | 2,084 | $ 2,443 | |
| Air Race Limited [Member] | |||
| Finite-Lived Intangible Assets [Line Items] | |||
| Intangible assets, gross | [1] | $ 79 | |
| [1] | In connection with the acquisition of WCAR, the Company has performed a purchase price allocation and the Company believes the entire purchase price is attributable to these intangible assets. | ||
Intangible Assets (Details Narr
| Intangible Assets (Details Narrative) - USD ($) | 12 Months Ended | |
| Dec. 31, 2021 | Dec. 31, 2020 | |
| Goodwill and Intangible Assets Disclosure [Abstract] | ||
| Goodwill, Impairment Loss | $ 400,000 | $ 500,000 |
There can be no guarantee that
| There can be no guarantee that commercially reasonable terms will agreed upon. As of December 31, 2021, the counterparties had not demanded repayment of the promissory notes. (Details) - USD ($) $ in Thousands | Dec. 10, 2021 | Nov. 03, 2021 | Oct. 30, 2021 | Oct. 29, 2021 | Sep. 10, 2021 | Aug. 11, 2021 | Aug. 10, 2021 | Aug. 03, 2021 | Jun. 24, 2021 | Apr. 02, 2021 | Mar. 24, 2021 | Mar. 17, 2021 | Mar. 04, 2021 | Feb. 08, 2021 | Feb. 05, 2021 | Jan. 13, 2021 | Oct. 31, 2021 | Oct. 30, 2021 | Jul. 31, 2021 | Feb. 28, 2021 | Dec. 31, 2020 | Oct. 31, 2020 | Jul. 31, 2020 | Nov. 30, 2019 | Dec. 31, 2021 | Jan. 13, 2021 | Dec. 31, 2020 |
| Short-term Debt [Line Items] | |||||||||||||||||||||||||||
| Number of value issued for services | $ 364 | ||||||||||||||||||||||||||
| Common Stock [Member] | |||||||||||||||||||||||||||
| Short-term Debt [Line Items] | |||||||||||||||||||||||||||
| Issuance of common stock | 33,191,371 | 7,200,000 | |||||||||||||||||||||||||
| Number of value issued for services | 10,855,047 | ||||||||||||||||||||||||||
| Number of value issued for services | $ 54,275 | $ 2 | |||||||||||||||||||||||||
| Convertible Loan Payable [Member] | |||||||||||||||||||||||||||
| Short-term Debt [Line Items] | |||||||||||||||||||||||||||
| [custom:DebtOutstanding-0] | $ 744,486 | 2,186,188 | $ 744,486 | ||||||||||||||||||||||||
| [custom:UnamortizedDebtDiscount-0] | 10,162 | 676,644 | 10,162 | ||||||||||||||||||||||||
| [custom:NotesPayableNetOfDiscount-0] | $ 734,324 | $ 1,509,544 | $ 734,324 | ||||||||||||||||||||||||
| Bespoke Growth Partners [Member] | Common Stock [Member] | |||||||||||||||||||||||||||
| Short-term Debt [Line Items] | |||||||||||||||||||||||||||
| Issuance of common stock | 12,813,132 | ||||||||||||||||||||||||||
| 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% | 20.00% | ||||||||||||||||||||||||
| Debt instrument principal amount | $ 84,210 | $ 84,210 | |||||||||||||||||||||||||
| Interest paid amount | $ 16,061 | ||||||||||||||||||||||||||
| Issuance of common stock | 12,813,123 | ||||||||||||||||||||||||||
| Bespoke Growth Partners [Member] | Convertible Loan Payable 2 [Member] | |||||||||||||||||||||||||||
| Short-term Debt [Line Items] | |||||||||||||||||||||||||||
| Debt instrument principal amount | $ 300,000 | ||||||||||||||||||||||||||
| Proceeds from debt | $ 175,000 | ||||||||||||||||||||||||||
| [custom:DebtOutstanding-0] | $ 208,225 | ||||||||||||||||||||||||||
| Geneva Roth Remark Holdings Inc 2 [Member] | Convertible Loan Payable 1 [Member] | |||||||||||||||||||||||||||
| Short-term Debt [Line Items] | |||||||||||||||||||||||||||
| Debt instrument principal amount | $ 63,000 | ||||||||||||||||||||||||||
| [custom:DebtOutstanding-0] | $ 63,000 | $ 63,000 | |||||||||||||||||||||||||
| Geneva Roth Remark Holdings Inc 2 [Member] | Convertible Loan Payable 2 [Member] | |||||||||||||||||||||||||||
| Short-term Debt [Line Items] | |||||||||||||||||||||||||||
| Maturity date | Jul. 27, 2021 | ||||||||||||||||||||||||||
| Debt interest percentage | 10.00% | ||||||||||||||||||||||||||
| 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 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] | |||||||||||||||||||||||||||
| Maturity date | Aug. 3, 2022 | ||||||||||||||||||||||||||
| Debt interest percentage | 10.00% | ||||||||||||||||||||||||||
| [custom:DebtOutstanding-0] | 68,500 | ||||||||||||||||||||||||||
| 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 trading days | ||||||||||||||||||||||||||
| Geneva Roth Remark Holdings Inc [Member] | Convertible Loan Payable 6 [Member] | |||||||||||||||||||||||||||
| Short-term Debt [Line Items] | |||||||||||||||||||||||||||
| Maturity date | Dec. 30, 2021 | ||||||||||||||||||||||||||
| Debt interest percentage | 10.00% | 10.00% | |||||||||||||||||||||||||
| [custom:DebtOutstanding-0] | $ 45,500 | $ 45,500 | |||||||||||||||||||||||||
| Debt Conversion Term | The promissory note was 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 | ||||||||||||||||||||||||||
| Debt principal amount | 45,500 | $ 45,500 | |||||||||||||||||||||||||
| Geneva Roth Remark Holdings Inc [Member] | Convertible Loan Payable 7 [Member] | |||||||||||||||||||||||||||
| Short-term Debt [Line Items] | |||||||||||||||||||||||||||
| Maturity date | Jul. 12, 2021 | ||||||||||||||||||||||||||
| Debt interest percentage | 10.00% | 10.00% | |||||||||||||||||||||||||
| Issuance of common stock | 7,157,735 | ||||||||||||||||||||||||||
| Debt Conversion Term | The promissory note was 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 trading days | ||||||||||||||||||||||||||
| Debt principal amount | $ 55,000 | $ 55,000 | |||||||||||||||||||||||||
| Geneva Roth Remark Holdings Inc [Member] | Convertible Loan Payable 8 [Member] | |||||||||||||||||||||||||||
| Short-term Debt [Line Items] | |||||||||||||||||||||||||||
| Maturity date | Aug. 4, 2021 | ||||||||||||||||||||||||||
| Debt interest percentage | 10.00% | ||||||||||||||||||||||||||
| [custom:DebtOutstanding-0] | 85,000 | ||||||||||||||||||||||||||
| Debt Conversion Term | The promissory note was 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 trading days | ||||||||||||||||||||||||||
| Debt principal amount | $ 55,000 | ||||||||||||||||||||||||||
| Geneva Roth Remark Holdings Inc [Member] | Convertible Loan Payable 9 [Member] | |||||||||||||||||||||||||||
| Short-term Debt [Line Items] | |||||||||||||||||||||||||||
| Maturity date | Jun. 24, 2022 | ||||||||||||||||||||||||||
| Debt interest percentage | 10.00% | ||||||||||||||||||||||||||
| 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 trading days | ||||||||||||||||||||||||||
| Debt principal amount | $ 68,500 | $ 85,000 | |||||||||||||||||||||||||
| Geneva Roth Remark Holdings Inc [Member] | Convertible Loan Payable [Member] | |||||||||||||||||||||||||||
| Short-term Debt [Line Items] | |||||||||||||||||||||||||||
| Maturity date | Oct. 1, 2022 | Sep. 10, 2022 | Aug. 11, 2022 | ||||||||||||||||||||||||
| Debt interest percentage | 10.00% | 10.00% | |||||||||||||||||||||||||
| 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 trading days. | 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 trading days. | 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 trading days | ||||||||||||||||||||||||
| Debt principal amount | $ 55,000 | $ 103,000 | |||||||||||||||||||||||||
| Geneva Roth Remark Holdings Inc 3 [Member] | Convertible Loan Payable 3 [Member] | |||||||||||||||||||||||||||
| Short-term Debt [Line Items] | |||||||||||||||||||||||||||
| Maturity date | Oct. 21, 2021 | ||||||||||||||||||||||||||
| Debt interest percentage | 10.00% | ||||||||||||||||||||||||||
| [custom:DebtOutstanding-0] | $ 55,000 | $ 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. | ||||||||||||||||||||||||||
| Debt principal amount | $ 55,000 | ||||||||||||||||||||||||||
| Geneva Roth Remark Holdings Inc 4 [Member] | Convertible Loan Payable 5 [Member] | |||||||||||||||||||||||||||
| Short-term Debt [Line Items] | |||||||||||||||||||||||||||
| Maturity date | Dec. 14, 2021 | ||||||||||||||||||||||||||
| Debt interest percentage | 10.00% | 10.00% | |||||||||||||||||||||||||
| Issuance of common stock | 5,147,724 | ||||||||||||||||||||||||||
| Debt principal amount | $ 53,500 | $ 53,500 | |||||||||||||||||||||||||
| Geneva Roth Remark Holdings Inc 4 [Member] | Convertible Loan Payable 4 [Member] | |||||||||||||||||||||||||||
| Short-term Debt [Line Items] | |||||||||||||||||||||||||||
| [custom:DebtOutstanding-0] | $ 53,500 | $ 53,500 | |||||||||||||||||||||||||
| Debt Conversion Term | The promissory note was 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] | |||||||||||||||||||||||||||
| Short-term Debt [Line Items] | |||||||||||||||||||||||||||
| Maturity date | Jun. 15, 2021 | ||||||||||||||||||||||||||
| Debt interest percentage | 10.00% | 10.00% | |||||||||||||||||||||||||
| Issuance of common stock | 6,300,000 | ||||||||||||||||||||||||||
| [custom:DebtOutstanding-0] | $ 111,996 | $ 111,996 | |||||||||||||||||||||||||
| 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. During the year ended December 31, 2020 the amount of $33,004 was converted to 4,000,000 common shares of the Company. The balance owing as of December 31, 2020 is $111,996. The final balance was repaid in February 2021 by the issue of 6,300,000 shares of common stock. | ||||||||||||||||||||||||||
| Debt principal amount | $ 145,000 | $ 145,000 | |||||||||||||||||||||||||
| E M A Financial L L C [Member] | |||||||||||||||||||||||||||
| Short-term Debt [Line Items] | |||||||||||||||||||||||||||
| Maturity date | Oct. 30, 2021 | ||||||||||||||||||||||||||
| Debt interest percentage | 10.00% | 10.00% | |||||||||||||||||||||||||
| Issuance of common stock | 10,365,144 | ||||||||||||||||||||||||||
| [custom:DebtOutstanding-0] | $ 125,000 | $ 125,000 | |||||||||||||||||||||||||
| Debt principal amount | 125,000 | 125,000 | |||||||||||||||||||||||||
| Geneva Roth Remark Holdings Inc 10 [Member] | Convertible Loan Payable [Member] | |||||||||||||||||||||||||||
| Short-term Debt [Line Items] | |||||||||||||||||||||||||||
| [custom:DebtOutstanding-0] | 103,000 | ||||||||||||||||||||||||||
| Geneva Roth Remark Holdings Inc 11 [Member] | Convertible Loan Payable [Member] | |||||||||||||||||||||||||||
| Short-term Debt [Line Items] | |||||||||||||||||||||||||||
| [custom:DebtOutstanding-0] | 55,000 | ||||||||||||||||||||||||||
| Geneva Roth Remark Holdings Inc Note 12 [Member] | Convertible Loan Payable [Member] | |||||||||||||||||||||||||||
| Short-term Debt [Line Items] | |||||||||||||||||||||||||||
| Debt interest percentage | 10.00% | 10.00% | |||||||||||||||||||||||||
| [custom:DebtOutstanding-0] | 88,000 | ||||||||||||||||||||||||||
| Debt principal amount | $ 88,000 | $ 88,000 | |||||||||||||||||||||||||
| Firstfire Global Opportunities Fund L L C 2 [Member] | Convertible Loan Payable [Member] | |||||||||||||||||||||||||||
| Short-term Debt [Line Items] | |||||||||||||||||||||||||||
| Maturity date | Aug. 1, 2021 | ||||||||||||||||||||||||||
| Debt interest percentage | 10.00% | ||||||||||||||||||||||||||
| Debt principal amount | $ 100,000 | ||||||||||||||||||||||||||
| L G H Investments L L C [Member] | Convertible Loan Payable [Member] | |||||||||||||||||||||||||||
| Short-term Debt [Line Items] | |||||||||||||||||||||||||||
| Debt interest percentage | 8.00% | ||||||||||||||||||||||||||
| 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. On March 4, 2021 the Company issued 5,500,000 warrants, convertible into 5,500,000 shares of the Company’s common stock at $0.10 per share as a loan commitment fee. | ||||||||||||||||||||||||||
| Debt principal amount | $ 165,000 | ||||||||||||||||||||||||||
| Jefferson Street Capital L L C [Member] | Convertible Loan Payable [Member] | |||||||||||||||||||||||||||
| Short-term Debt [Line Items] | |||||||||||||||||||||||||||
| Debt interest percentage | 8.00% | ||||||||||||||||||||||||||
| 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. On March 17, 2021 the Company issued 5,500,000 warrants, convertible into 5,500,000 shares of the Company’s common stock at $0.10 per share as a loan commitment fee | ||||||||||||||||||||||||||
| Debt principal amount | $ 165,000 | ||||||||||||||||||||||||||
| B H P Capital N Y L L C [Member] | Convertible Loan Payable [Member] | |||||||||||||||||||||||||||
| Short-term Debt [Line Items] | |||||||||||||||||||||||||||
| Debt interest percentage | 8.00% | ||||||||||||||||||||||||||
| 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. On March 24, 2021 the Company issued 5,500,000 warrants, convertible into 5,500,000 shares of the Company’s common stock at $0.10 per share as a loan commitment fee. | ||||||||||||||||||||||||||
| Debt principal amount | $ 165,000 | ||||||||||||||||||||||||||
| Quick Capital L L C [Member] | Convertible Loan Payable [Member] | |||||||||||||||||||||||||||
| Short-term Debt [Line Items] | |||||||||||||||||||||||||||
| Debt interest percentage | 10.00% | ||||||||||||||||||||||||||
| [custom:DebtOutstanding-0] | $ 200,000 | ||||||||||||||||||||||||||
| 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. On April 2, 2021 the Company issued 3,666,667 warrants, convertible into 3,666,667 shares of the Company’s common stock at $0.10 per share. | ||||||||||||||||||||||||||
| Debt principal amount | $ 110,000 | ||||||||||||||||||||||||||
| Quick Capital L L C 2 [Member] | Convertible Loan Payable [Member] | |||||||||||||||||||||||||||
| Short-term Debt [Line Items] | |||||||||||||||||||||||||||
| Debt interest percentage | 12.00% | ||||||||||||||||||||||||||
| 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 $0.0125 per share of common stock. On December 10, 2021 the Company issued 3,111,111 shares of common stock and 6,500,000 warrants, convertible into 6,500,000 shares of common stock at $0.02 per share, as loan commitment fees | ||||||||||||||||||||||||||
| Debt principal amount | $ 200,000 | ||||||||||||||||||||||||||
| S B A [Member] | Convertible Loan Payable [Member] | |||||||||||||||||||||||||||
| Short-term Debt [Line Items] | |||||||||||||||||||||||||||
| Debt interest percentage | 1.00% | ||||||||||||||||||||||||||
| [custom:DebtOutstanding-0] | $ 11,713 | ||||||||||||||||||||||||||
| Repayments of Convertible Debt | 22,425 | ||||||||||||||||||||||||||
| S B A P P P Loan [Member] | |||||||||||||||||||||||||||
| Short-term Debt [Line Items] | |||||||||||||||||||||||||||
| [custom:DebtOutstanding-0] | $ 12,200 | $ 12,200 | |||||||||||||||||||||||||
| Glen Eagles L P [Member] | Convertible Loan Payable 1 [Member] | |||||||||||||||||||||||||||
| Short-term Debt [Line Items] | |||||||||||||||||||||||||||
| Debt interest percentage | 10.00% | ||||||||||||||||||||||||||
| Glen Eagles L P [Member] | Convertible Loan Payable [Member] | |||||||||||||||||||||||||||
| Short-term Debt [Line Items] | |||||||||||||||||||||||||||
| [custom:DebtOutstanding-0] | 16,750 | ||||||||||||||||||||||||||
| 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 $0.0125 per share of common stock. During the year ended December 31, 2021 the Company issued 11,500,000 shares of common stock, with a fair value of $57,000 as a reduction of the promissory note. | ||||||||||||||||||||||||||
| Debt principal amount | $ 126,500 | ||||||||||||||||||||||||||
| Mast Hill Fund L L P [Member] | Convertible Loan Payable 1 [Member] | |||||||||||||||||||||||||||
| Short-term Debt [Line Items] | |||||||||||||||||||||||||||
| Debt interest percentage | 10.00% | ||||||||||||||||||||||||||
| Mast Hill Fund L L P [Member] | Convertible Loan Payable [Member] | |||||||||||||||||||||||||||
| Short-term Debt [Line Items] | |||||||||||||||||||||||||||
| [custom:DebtOutstanding-0] | 810,000 | ||||||||||||||||||||||||||
| Debt Conversion Term | The promissory note is convertible, at the option of the holder, into common shares of the Company at a fixed price of $0.0125 per share of common stock. On October 29, 2021 the Company issued 10,855.047 shares of common stock and 28,065,000 warrants, convertible into 28,065,000 shares of common stock at $0.02 per share, as loan commitment fees. | ||||||||||||||||||||||||||
| Debt principal amount | $ 810,000 | ||||||||||||||||||||||||||
| Talos Victory Fund L L C [Member] | Convertible Loan Payable 1 [Member] | |||||||||||||||||||||||||||
| Short-term Debt [Line Items] | |||||||||||||||||||||||||||
| Debt interest percentage | 10.00% | ||||||||||||||||||||||||||
| Talos Victory Fund L L C [Member] | Convertible Loan Payable [Member] | |||||||||||||||||||||||||||
| Short-term Debt [Line Items] | |||||||||||||||||||||||||||
| [custom:DebtOutstanding-0] | $ 540,000 | ||||||||||||||||||||||||||
| Debt Conversion Term | The promissory note is convertible, at the option of the holder, into common shares of the Company at a fixed price of $0.0125 per share of common stock. On November 3, 2021 the Company issued 10,144,953 shares of common stock and 15,810,000 warrants, convertible into 15,810,000 shares of common stock at $0.02 per share, as loan commitment fees | ||||||||||||||||||||||||||
| Debt principal amount | $ 540,000 |
Schedule of warrants (Details)
| Schedule of warrants (Details) - Warrants [Member] | 12 Months Ended |
| Dec. 31, 2021shares | |
| Class of Warrant or Right [Line Items] | |
| Outstanding as of January 1, 2020 | |
| Granted | 72,814,394 |
| Exchanged for common shares during debt payoffs | (20,166,667) |
| Outstanding as of December 31, 2021 | 52,647,727 |
A summary of the weighted avera
| A summary of the weighted average inputs used in measuring the fair value of warrants issued during the year ended December 31, 2021 are as follows: (Details) | 12 Months Ended |
| Dec. 31, 2021$ / shares | |
| Equity [Abstract] | |
| Strike price | 0.04 |
| Term (years) | 2 years 8 months 23 days |
| Volatility | 150.00% |
| Risk free rate | 0.55% |
Share Capital (Details Narrativ
| Share Capital (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Mar. 16, 2021 | Oct. 31, 2021 | Oct. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
| Class of Stock [Line Items] | |||||
| Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |||
| Preferred stock par value | $ 0.0001 | $ 0.0001 | |||
| Common Stock, authorized | 1,750,000,000 | 1,750,000,000 | |||
| Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
| Value of shares issued for services | $ 364 | ||||
| Warrant issued | 0 | ||||
| Mac Rab L L C [Member] | Standby Equity Commitment Agreement [Member] | Employee Stock [Member] | |||||
| Class of Stock [Line Items] | |||||
| Value of shares issued | $ 5,000 | ||||
| Agreement Term | 24 months | ||||
| Percentage of weighted average prices | 90.00% | ||||
| Warrant issued | 2,227,727 | ||||
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.044 | ||||
| Common Stock [Member] | |||||
| Class of Stock [Line Items] | |||||
| Number of shares issued conversion of convertible promissory notes | 80,352,236 | 19,255,651 | |||
| Value of shares issued conversion of convertible promissory notes | $ 626,811 | $ 166,004 | |||
| Number of shares issued for services | 10,855,047 | ||||
| Value of shares issued for services | $ 54,275 | $ 2 | |||
| Number of common shares issued | 33,191,371 | 7,200,000 | |||
| Value of shares issued | $ 531,158 | ||||
| Number of share issued for cash (in shares) | 645,757 | ||||
| Value for shares issued for cash | $ 19,969 | ||||
| Number of shares issued pursuant to a settlement | 61,279,454,000 | ||||
| Outstanding value pursuant to a settlement | $ 982,908 | ||||
| Number of shares cancellation (in shares) | 563,760 | ||||
| Proceeds for issuance of shares | $ 531,158 | ||||
| Number of shares issued on proceeds recievables | 33,191,371 | ||||
| Common Stock [Member] | Bespoke Growth Partners [Member] | |||||
| Class of Stock [Line Items] | |||||
| Number of common shares issued | 12,813,132 | ||||
| Value of shares issued | $ 100,271 | ||||
| Common Stock [Member] | Motorsport Sponsorship [Member] | |||||
| Class of Stock [Line Items] | |||||
| Number of common shares issued | 5,000,000 | ||||
| Value of shares issued | $ 150,000 | ||||
| Common Stock [Member] | Crownbridge Partners [Member] | |||||
| Class of Stock [Line Items] | |||||
| Number of shares issued for commitment fee payable | 559,673,000 | ||||
| Common Stock [Member] | Service [Member] | |||||
| Class of Stock [Line Items] | |||||
| Number of shares issued for services | 19,425,000 | 5,000,000 | |||
| Value of shares issued for services | $ 364,276 | $ 60,000 | |||
| Common Stock [Member] | Service Two [Member] | |||||
| Class of Stock [Line Items] | |||||
| Number of shares issued for services | 28,661,111 | 2,000,000 | |||
| Value of shares issued for services | $ 699,922 | $ 27,400 | |||
| Common Stock [Member] | Service Five [Member] | |||||
| Class of Stock [Line Items] | |||||
| Number of shares issued for services | 5,000,000 | ||||
| Value of shares issued for services | $ 68,500 | ||||
| Common Stock [Member] | Service Three [Member] | |||||
| Class of Stock [Line Items] | |||||
| Number of shares issued for services | 3,000,000 | ||||
| Value of shares issued for services | $ 169,500 | ||||
| Common Stock [Member] | Service Four [Member] | |||||
| Class of Stock [Line Items] | |||||
| Number of shares issued for services | 9,000,000 | ||||
| Value of shares issued for services | $ 187,000 | ||||
| Common Stock 1 [Member] | |||||
| Class of Stock [Line Items] | |||||
| Number of common shares issued | 20,166,667 | ||||
| Value of shares issued | $ 124,387 | ||||
| Warrant [Member] | |||||
| Class of Stock [Line Items] | |||||
| Number of common shares issued | 20,166,667 | ||||
| Issue of warrants | 72,814,394 | ||||
| Warrants exercised | 20,166,667 | ||||
| Warrant [Member] | Debt Financing [Member] | |||||
| Class of Stock [Line Items] | |||||
| Issue of warrants | 70,541,667 | ||||
| Minimum [Member] | |||||
| Class of Stock [Line Items] | |||||
| Common Stock, authorized | 750,000,000 | ||||
| Maximum [Member] | |||||
| Class of Stock [Line Items] | |||||
| Common Stock, authorized | 1,750,000,000 | ||||
| Series A Preferred Stock [Member] | |||||
| Class of Stock [Line Items] | |||||
| Preferred shares designated | 50,000 | ||||
| Preferred stock par value | $ 12.50 | ||||
| Series B Preferred Stock [Member] | |||||
| Class of Stock [Line Items] | |||||
| Preferred shares designated | 1,000,000 | ||||
| Preferred stock par value | $ 1 |
Schedule of net deferred tax li
| Schedule of net deferred tax liability (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
| Deferred tax assets | ||
| Net operating loss carryforwards | $ 5,308 | $ 4,768 |
| Valuation allowance | (5,308) | (4,768) |
| Net deferred tax assets |
Legal Proceedings (Details Narr
| Legal Proceedings (Details Narrative) | 12 Months Ended |
| Dec. 31, 2021USD ($) | |
| Defined Benefit Plan Disclosure [Line Items] | |
| Settlement amount | $ 50,000,000 |
| Outstanding balance | $ 105,000 |
| Director [Member] | |
| Defined Benefit Plan Disclosure [Line Items] | |
| Settlement date | July 2022 |
| Maham L L C [Member] | |
| Defined Benefit Plan Disclosure [Line Items] | |
| Settlement amount | $ 290,000 |
Subsequent Events (Details Narr
| Subsequent Events (Details Narrative) - USD ($) $ / shares in Units, shares in Millions | Mar. 29, 2022 | Jan. 31, 2022 | Jan. 05, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
| Subsequent Event [Line Items] | |||||
| Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||
| Notes Payable | $ 530,000 | ||||
| Series B Preferred Stock [Member] | |||||
| Subsequent Event [Line Items] | |||||
| Preferred stock, par value | $ 1 | ||||
| Geneva Roth Remark Holdings Inc [Member] | Subsequent Event [Member] | Geneva Roth Remark Holdings Inc Note 6 [Member] | |||||
| Subsequent Event [Line Items] | |||||
| Due date | Jan. 5, 2022 | ||||
| Principal amount | $ 328,000 | ||||
| Geneva Roth Remark Holdings Inc [Member] | Subsequent Event [Member] | Geneva Roth Remark Holdings Inc Note 6 [Member] | Series B Preferred Stock [Member] | |||||
| Subsequent Event [Line Items] | |||||
| Preferred stock, par value | $ 1 | ||||
| Geneva Roth Remark Holdings Inc [Member] | Subsequent Event [Member] | Geneva Roth Remark Holdings Inc Note 7 [Member] | |||||
| Subsequent Event [Line Items] | |||||
| Due date | Feb. 3, 2022 | ||||
| Principal amount | $ 328,000 | ||||
| Geneva Roth Remark Holdings Inc [Member] | Subsequent Event [Member] | Geneva Roth Remark Holdings Inc Note 7 [Member] | Series B Preferred Stock [Member] | |||||
| Subsequent Event [Line Items] | |||||
| Preferred stock, par value | $ 1 | ||||
| Geneva Roth Remark Holdings Inc [Member] | Subsequent Event [Member] | Geneva Roth Remark Holdings Inc Note 2 [Member] | |||||
| Subsequent Event [Line Items] | |||||
| Due date | Feb. 7, 2022 | ||||
| Principal amount | $ 328,000 | ||||
| Geneva Roth Remark Holdings Inc [Member] | Subsequent Event [Member] | Geneva Roth Remark Holdings Inc Note 2 [Member] | Series B Preferred Stock [Member] | |||||
| Subsequent Event [Line Items] | |||||
| Preferred stock, par value | $ 1 | ||||
| Geneva Roth Remark Holdings Inc [Member] | Subsequent Event [Member] | Geneva Roth Remark Holdings Inc Note 3 [Member] | |||||
| Subsequent Event [Line Items] | |||||
| Due date | Mar. 14, 2022 | ||||
| Principal amount | $ 328,000 | ||||
| Geneva Roth Remark Holdings Inc [Member] | Subsequent Event [Member] | Geneva Roth Remark Holdings Inc Note 3 [Member] | Series B Preferred Stock [Member] | |||||
| Subsequent Event [Line Items] | |||||
| Preferred stock, par value | $ 1 | ||||
| Mast Hill Fund L L P [Member] | Subsequent Event [Member] | |||||
| Subsequent Event [Line Items] | |||||
| Due date | Mar. 28, 2023 | ||||
| Principal amount | $ 625,000 | ||||
| [custom:WarrantIssued-0] | 420 | ||||
| Mast Hill Fund L L P [Member] | Subsequent Event [Member] | Series B Preferred Stock [Member] | |||||
| Subsequent Event [Line Items] | |||||
| Preferred stock, par value | $ 0.002 | ||||
| Interest rate | 12.00% | ||||
| Talos Victory Fund L L C [Member] | Subsequent Event [Member] | |||||
| Subsequent Event [Line Items] | |||||
| Principal amount | $ 69,000 | ||||
| [custom:WarrantIssued-0] | 4 | ||||
| Talos Victory Fund L L C [Member] | Subsequent Event [Member] | Series B Preferred Stock [Member] | |||||
| Subsequent Event [Line Items] | |||||
| Preferred stock, par value | $ 0.002 |