Touchpoint (TGHI) 10-Q 23 May 22 2022 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2022	May 16, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2022
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2022
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 Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		382,054,683

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 319	$ 147
Accounts receivable, net	765	31
Prepaid compensation	229	367
Other current assets	492	531
Total	1,805	1,076
Current assets of discontinued operations	1	1
Total current assets	1,806	1,077
Fixed assets	354	354
Intangible assets, net	185	91
Goodwill	419	419
Non current assets of discontinued operations	5	5
Total assets	2,769	1,946
Current liabilities:
Accounts payable	381	339
Share prepayment	60	60
Accrued expenses	616	534
Accrued compensation	191	277
Amounts due to related parties	131	81
Deferred revenue	750	20
Loans payable	1,568	1,510
Promissory notes, related parties	1,000	1,000
Current liabilities of continued operations	4,697	3,821
Current liabilities of discontinued operations	11	11
Total	4,708	3,832
Total liabilities	4,708	3,832
Temporary Equity – redeemable common stock outstanding 33,946 shares	605	605
Stockholders’ Deficit
Preferred stock: $0.0001 par value, authorized 50,000,000 shares; 321,000 as of March 31, 2022 and 20,000 as of December 31, 2021 issued and outstanding shares	32
Common stock: $0.0001 par value, authorized 1,750,000,000 shares; issued and outstanding 346,086,210 shares as of March 31, 2022 and 316,085,210 shares as of December 31, 2021	34	32
Additional paid-in capital	67,579	66,633
Accumulated deficit	(71,135)	(70,102)
Accumulated other comprehensive loss	(24)	(24)
Total Touchpoint Group Holdings, Inc. stockholders’ deficit	(3,514)	(3,461)
Non-controlling interest	970	970
Total Stockholders’ Deficit	(2,544)	(2,491)
Total liabilities and stockholders’ deficit	$ 2,769	$ 1,946

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
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	321,000	20,000
Preferred stock, shares outstanding	321,000	20,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	1,750,000,000	1,750,000,000
Common stock, shares issued	346,086,210	316,085,210
Common stock, shares outstanding	346,086,210	316,085,210

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Revenue	$ 30	$ 32
Cost of revenue:
Total cost of revenue	31	140
Gross deficit	(1)	(108)
Expenses:
General and administrative	606	987
Total	606	987
Loss from operations	(607)	(1,095)
Other income (expense):
Interest expense	(430)	(86)
Interest income	1
Other income	4
Foreign exchange	(1)	(1)
Total other income and expenses	(426)	(87)
Net loss for the period	(1,033)	(1,182)
Net loss attributable to Touchpoint Group Holdings, Inc. Common stockholders	$ (1,033)	$ (1,182)
Loss per share attributable to Touchpoint Group Holdings, Inc. stockholders
Basic and diluted net loss per share	$ 0	$ (0.01)
Weighted average number of shares outstanding
Basic and diluted	328,752	155,067
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	$ 31	$ 139

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Comprehensive Loss (unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Statement [Abstract]
Net loss	$ (1,033)	$ (1,182)
Other comprehensive income:
Foreign currency translation adjustment gain
Total comprehensive loss	$ (1,033)	$ (1,182)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Stockholders' Equity (Deficit) (unaudited) - USD ($) $ in Thousands	Mezzanine 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, 2020	$ 605		$ 13	$ 63,551	$ (64,907)	$ (24)	$ 970	$ (397)
Balance at beginning (in shares) at Dec. 31, 2020	34		129,290
Net loss					(1,182)			(1,182)
Issuance of shares on conversion of loans payable			$ 3	315				318
Issuance of shares on conversion of loans payable (in shares)			29,702
Issuance of shares for loan commitment fees				173				173
Issuance of shares for loan commitment fees (in shares)			3,750
Issuance of shares for services provided (in shares)			7,925
Issuance of shares for services to be provided				20				20
Issuance of shares for services to be provided (in shares)			1,500
Ending balance, value at Mar. 31, 2021	$ 605		$ 17	64,222	(66,089)	(24)	970	(904)
Ending balance in shares at Mar. 31, 2021	34		172,167
Beginning balance, value at Dec. 31, 2020	$ 605		$ 13	63,551	(64,907)	(24)	970	(397)
Balance at beginning (in shares) at Dec. 31, 2020	34		129,290
Issuance of shares for services provided			$ 1	163				164
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
Net loss					(1,033)			(1,033)
Issue of Class B preferred shares		$ 32		289				321
Issue of Class B preferred shares (in shares)		321
Proceeds from issuance of Class A preferred shares and conversion to common shares			$ 1	124				125
Proceeds from issuance of Class A preferred shares and conversion to common shares (in shares)		(10)	10,000
Conversion of Class A preferred shares to common shares
Conversion of Class A preferred shares to common shares (in shares)		(10)
Warrants issued for financing commitments				409				402
Issuance of shares for license agreement			$ 1	124				125
Issuance of shares for license agreement (in shares)			10,000
Ending balance, value at Mar. 31, 2022	$ 605	$ 32	$ 34	$ 67,579	$ (71,135)	$ (24)	$ 970	$ (2,544)
Ending balance in shares at Mar. 31, 2022	34	321	346,086

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities:
Net loss for the period	$ (1,033)	$ (1,182)
Adjustment to reconcile net loss for the period to net cash flows from operating activities:
Amortization of intangible assets	31	139
Shares issued for services		164
Amortization of shares issued for services	138	138
Shares issued for "financing commitment"		173
Non cash interest expense	197	16
Changes in operating assets and liabilities:
Accounts receivable	(734)	(29)
Other assets	39	55
Deferred revenue	730
Accounts payable and accrued expenses	38	36
Net cash flows from operating activities	(594)	(490)
Cash flows from financing activities:
Proceeds from loans	690	705
Repayment of advance from related party, net		(15)
Advances from related parties	50
Share subscription	125
Repayment of loan	(420)
Proceeds from issue of shares	321
Net cash flows from financing activities	766	690
Increase  in cash during the period	172	200
Foreign exchange effect on cash
Cash at beginning of the period	147	118
Cash at end of the period	$ 319	$ 318

Description of Business, Organi

Description of Business, Organization and Principles of Consolidation	3 Months Ended
	Mar. 31, 2022
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. TGHI signed a worldwide IP license and Royalty Agreement on February 22, 2022 with GBT Technologies Inc. “GBT” which enables TGHI to license GBT software and technology and to split any royalties earned with GBT on a 50/50 basis. TGHI acquired certain rights to the World Championship Air Race (“WCAR”) on September 20, 2021, 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 Company is primarily based in the United States of America and the United Kingdom Interim Period Financial Statements The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the instructions of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. The results of operations reflect interim adjustments, all of which are of a normal recurring nature and, in the opinion of management, are necessary for a fair presentation of the results for such interim period. The results reported in these interim condensed consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year. Certain information and note disclosure normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the SEC’s rules and regulations. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2022
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 March 31, 2022, the Company had cash of approximately $ 319,000 Basis of Accounting and Presentation These condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the instructions of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. 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. Accounts Receivable, Concentrations and Revenue Recognition Performance Obligations Revenue Recognition 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.. Air Race Limited – There was no revenue for ARL during the three months ending March 31, 2022, however, approximately $720,000 (AUD 1,000,000) of deferred revenue has been recorded for the initial deposit for the air races scheduled in Australia. ARL is expected to start generating revenue when the air race series is expected to start in the third quarter of 2022. The Company does not have off-balance sheet credit exposure related to its customers. As of March 31, 2022, one customer accounted for 95 100 100 100 Intangible Assets Intangible assets include software development costs and acquired technology and are amortized on a straight-line basis over the estimated useful lives ranging from four five Impairment of Other Long-Lived Assets The Company evaluates the recoverability of its property and equipment and other long-lived assets whenever events or changes in circumstances indicate impairment may have occurred. An impairment loss is recognized when the net book value of such assets exceeds the estimated future undiscounted cash flows attributed to the assets or the business to which the assets relate. Impairment losses, if any, are measured as the amount by which the carrying value exceeds the fair value of the assets. Net Loss per Share Basic net loss per share is calculated by dividing the net loss attributable to common shareholders by the weighted average number of common shares outstanding in the period. Diluted loss per share takes into consideration common shares outstanding (computed under basic loss per share) and potentially dilutive securities. For the three months ended March 31, 2022 and 2021, 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. 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. 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.

Intangible Assets

Intangible Assets	3 Months Ended
	Mar. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	Note 3. Intangible Assets Intangible assets consist of the following (in thousands): March 31 December 31 2022 2021 Touchpoint software $ 2,084 $ 2,084 Air Race Limited (intellectual property and accounting records) 79 79 GBT License 125 — Less accumulated amortization (2,103 ) (2,072 ) 185 91 Goodwill 419 419 Intangible assets, net $ 604 $ 510

Notes Payable

Notes Payable	3 Months Ended
	Mar. 31, 2022
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 March 31, 2022, the counterparties had not demanded repayment of the promissory notes Lender General terms Amount due at March 31, 2022 Amount due at December 31, 2021 1 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 $208,225 2 Geneva Roth Remark Holdings, Inc. Note #8 On June 24, 2021, the Company issued a convertible promissory note in the principal amount of $ 85,000 The balance owing as of December 31, 2021, is $85,000 and was repaid in full by cash on January 3, 2022. $ — $85,000 3 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 The balance owing as of December 31, 2021, is $68,500 and was repaid in full by cash on February 3, 2022. $ — $68,500 4 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 The balance owing as of December 31, 2021, is $103,000 and was repaid in full by cash on February 8, 2022. $— $103,000 5 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 The balance owing was repaid in full by cash on March 15, 2022. $ — $55,000 6 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 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 $88,000 7 Quick Capital, LLC Loan #2 On December 10, 2021, the Company issued a convertible promissory note in the principal amount of $ 200,000 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 $0.0125 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 $200,000 8 SBA – PPP loan The Company has received an SBA PPP loan of $ 22,425 1 $10,827 $11,713 Lender General terms Amount due at March 31, 2022 Amount due at December 31, 2021 9 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 $16,750 $16,750 10 Glen Eagles Acquisition LP On March 9, 2022 the Company borrowed $ 52,500 32,500 $20,000 $ — 11 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 $810,000 $810,000 12 Mast Hill Fund LLP On March 29, 2022, the Company issued a convertible promissory note in the principal amount of $ 625,000 10 The promissory note is convertible, at the option of the holder, into common shares of the Company at a fixed price of $0.002 per share of common stock. On March 29, 2022 the Company issued 175,000,000 warrants, convertible into 175,000,000 shares of common stock at $0.002 per share until March 28, 2027, as loan commitment fees. The Company also issued 245,000,000 special warrants, convertible into 245,000,000 shares of common stock at $0.002 per share. These special warrants are additional security against default on repayment of the promissory note. $625,000 $ — 13 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 $540,000 TOTAL Unamortized debt discount Notes payable, net of discounts $2,518,802 950,400 $1,568,402 $2,186,188 676,644 $1,509,544

Share Capital

Share Capital	3 Months Ended
	Mar. 31, 2022
Equity [Abstract]
Share Capital	Note 5. Share Capital Common Stock 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 three months ended March 31, 2022, the Company issued the following shares: Class B Preferred Shares ● 321,000 321,000 Class A Preferred Shares ● 10,000 125,000 Common Stock ● 20,000,000 20,000 Stock Purchase Warrants At March 31, 2022, the Company had reserved 241,647,727 shares of its common stock for the following outstanding 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 Granted 189,000,000 Outstanding as of March 31, 2022 241,647,727 During the three months ended March 31, 2022, 175,000,000 no 14,000,000 70,000 During the three months ended March 31, 2022 the Company also issued 245,000,000 0.002 A summary of the weighted average inputs used in measuring the fair value of warrants issued during the year ended March 31, 2022 are as follows: Strike price $ 0.004 Term (years) 5.00 Volatility 150 Risk free rate 2.54 Dividend yield —

Stock-Based Compensation

Stock-Based Compensation	3 Months Ended
	Mar. 31, 2022
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 three months ended March 31, 2022 and there were no 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 three months ended March 31, 2022, no common stock of the Company was issued under the 2018 Plan.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 7. Subsequent Events Subsequent to March 31, 2022 Air Race Limited received a deposit on the Australian Air Race of AUS $ 1 On April 11, 2022, the Company issued a convertible promissory note for $ 275,000 12 27,500 75 0.004

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2022
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 March 31, 2022, the Company had cash of approximately $ 319,000
Basis of Accounting and Presentation	Basis of Accounting and Presentation These condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the instructions of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements.
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.
Accounts Receivable, Concentrations and Revenue Recognition	Accounts Receivable, Concentrations and Revenue Recognition Performance Obligations Revenue Recognition 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.. Air Race Limited – There was no revenue for ARL during the three months ending March 31, 2022, however, approximately $720,000 (AUD 1,000,000) of deferred revenue has been recorded for the initial deposit for the air races scheduled in Australia. ARL is expected to start generating revenue when the air race series is expected to start in the third quarter of 2022. The Company does not have off-balance sheet credit exposure related to its customers. As of March 31, 2022, one customer accounted for 95 100 100 100
Intangible Assets	Intangible Assets Intangible assets include software development costs and acquired technology and are amortized on a straight-line basis over the estimated useful lives ranging from four five
Impairment of Other Long-Lived Assets	Impairment of Other Long-Lived Assets The Company evaluates the recoverability of its property and equipment and other long-lived assets whenever events or changes in circumstances indicate impairment may have occurred. An impairment loss is recognized when the net book value of such assets exceeds the estimated future undiscounted cash flows attributed to the assets or the business to which the assets relate. Impairment losses, if any, are measured as the amount by which the carrying value exceeds the fair value of the assets.
Net Loss per Share	Net Loss per Share Basic net loss per share is calculated by dividing the net loss attributable to common shareholders by the weighted average number of common shares outstanding in the period. Diluted loss per share takes into consideration common shares outstanding (computed under basic loss per share) and potentially dilutive securities. For the three months ended March 31, 2022 and 2021, 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.
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.
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.

Intangible Assets (Tables)

Intangible Assets (Tables)	3 Months Ended
	Mar. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible assets consist of the following (in thousands):	Intangible assets consist of the following (in thousands): March 31 December 31 2022 2021 Touchpoint software $ 2,084 $ 2,084 Air Race Limited (intellectual property and accounting records) 79 79 GBT License 125 — Less accumulated amortization (2,103 ) (2,072 ) 185 91 Goodwill 419 419 Intangible assets, net $ 604 $ 510

Notes Payable (Tables)

Notes Payable (Tables)	3 Months Ended
	Mar. 31, 2022
Debt Disclosure [Abstract]
There can be no guarantee that commercially reasonable terms will agreed upon. As of March 31, 2022, 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 March 31, 2022, the counterparties had not demanded repayment of the promissory notes Lender General terms Amount due at March 31, 2022 Amount due at December 31, 2021 1 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 $208,225 2 Geneva Roth Remark Holdings, Inc. Note #8 On June 24, 2021, the Company issued a convertible promissory note in the principal amount of $ 85,000 The balance owing as of December 31, 2021, is $85,000 and was repaid in full by cash on January 3, 2022. $ — $85,000 3 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 The balance owing as of December 31, 2021, is $68,500 and was repaid in full by cash on February 3, 2022. $ — $68,500 4 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 The balance owing as of December 31, 2021, is $103,000 and was repaid in full by cash on February 8, 2022. $— $103,000 5 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 The balance owing was repaid in full by cash on March 15, 2022. $ — $55,000 6 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 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 $88,000 7 Quick Capital, LLC Loan #2 On December 10, 2021, the Company issued a convertible promissory note in the principal amount of $ 200,000 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 $0.0125 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 $200,000 8 SBA – PPP loan The Company has received an SBA PPP loan of $ 22,425 1 $10,827 $11,713 Lender General terms Amount due at March 31, 2022 Amount due at December 31, 2021 9 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 $16,750 $16,750 10 Glen Eagles Acquisition LP On March 9, 2022 the Company borrowed $ 52,500 32,500 $20,000 $ — 11 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 $810,000 $810,000 12 Mast Hill Fund LLP On March 29, 2022, the Company issued a convertible promissory note in the principal amount of $ 625,000 10 The promissory note is convertible, at the option of the holder, into common shares of the Company at a fixed price of $0.002 per share of common stock. On March 29, 2022 the Company issued 175,000,000 warrants, convertible into 175,000,000 shares of common stock at $0.002 per share until March 28, 2027, as loan commitment fees. The Company also issued 245,000,000 special warrants, convertible into 245,000,000 shares of common stock at $0.002 per share. These special warrants are additional security against default on repayment of the promissory note. $625,000 $ — 13 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 $540,000 TOTAL Unamortized debt discount Notes payable, net of discounts $2,518,802 950,400 $1,568,402 $2,186,188 676,644 $1,509,544

Share Capital (Tables)

Share Capital (Tables)	3 Months Ended
	Mar. 31, 2022
Equity [Abstract]
At March 31, 2022, the Company had reserved 241,647,727 shares of its common stock for the following outstanding warrants:	At March 31, 2022, the Company had reserved 241,647,727 shares of its common stock for the following outstanding 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 Granted 189,000,000 Outstanding as of March 31, 2022 241,647,727
A summary of the weighted average inputs used in measuring the fair value of warrants issued during the year ended March 31, 2022 are as follows:	A summary of the weighted average inputs used in measuring the fair value of warrants issued during the year ended March 31, 2022 are as follows: Strike price $ 0.004 Term (years) 5.00 Volatility 150 Risk free rate 2.54 Dividend yield —

Description of Business, Orga_2

Description of Business, Organization and Principles of Consolidation (Details Narrative)	3 Months Ended
	Mar. 31, 2022
Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Description of business acquired	TGHI  acquired certain rights to the World Championship Air Race (“WCAR”) on September 20, 2021, through an asset purchase agreement for approximately $70,000.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Product Information [Line Items]
Cash	$ 319		$ 147
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] | One Customers [Member]
Product Information [Line Items]
Percentage of concentration risk	95.00%
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Two Customers [Member]
Product Information [Line Items]
Percentage of concentration risk			100.00%
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Three 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		100.00%

Intangible assets consist of th

Intangible assets consist of the following (in thousands): (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Less accumulated amortization	$ (2,103)	$ (2,072)
Finite lived intangible assets net	185	91
Goodwill	419	419
Intangible assets, net	604	510
Touchpoint Software [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	2,084	2,084
Air Race Limited [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	79	$ 79
G B T License [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	$ 125

There can be no guarantee that

There can be no guarantee that commercially reasonable terms will agreed upon. As of March 31, 2022, the counterparties had not demanded repayment of the promissory notes (Details) - USD ($) $ in Thousands

Mar. 29, 2022

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

Oct. 31, 2021

Oct. 30, 2021

Nov. 30, 2019

Mar. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Mar. 09, 2022

Short-Term Debt [Line Items]

Number of value issued for services

$ 164

Common Stock [Member]

Short-Term Debt [Line Items]

Number of value issued for services

10,855,047

Number of value issued for services

$ 54,275

1

Convertible Loan Payable [Member]

Short-Term Debt [Line Items]

Debt outstanding

$ 2,518,802

2,186,188

Unamortized debt discount

950,400

676,644

Notes payable, net of discounts

1,568,402

1,509,544

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

Debt outstanding

208,225

208,225

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

Short-Term Debt [Line Items]

Maturity date

May 21, 2020

Debt interest percentage

20.00%

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

Short-Term Debt [Line Items]

Debt outstanding

68,500

Debt Conversion Term

The balance owing as of December 31, 2021, is $68,500 and was repaid in full by cash on February 3, 2022.

Geneva Roth Remark Holdings Inc [Member] | Convertible Loan Payable 9 [Member]

Short-Term Debt [Line Items]

Debt principal amount

$ 68,500

$ 85,000

Debt Conversion Term

The balance owing as of December 31, 2021, is $85,000 and was repaid in full by cash on January 3, 2022.

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

Short-Term Debt [Line Items]

Debt outstanding

85,000

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

Short-Term Debt [Line Items]

Debt principal amount

$ 55,000

$ 103,000

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 trading days

The balance owing was repaid in full by cash on March 15, 2022.

The balance owing as of December 31, 2021, is $103,000 and was repaid in full by cash on February 8, 2022.

Geneva Roth Remark Holdings Inc 10 [Member] | Convertible Loan Payable [Member]

Short-Term Debt [Line Items]

Debt outstanding

103,000

Geneva Roth Remark Holdings Inc 11 [Member] | Convertible Loan Payable [Member]

Short-Term Debt [Line Items]

Debt outstanding

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%

Debt outstanding

88,000

88,000

Debt principal amount

$ 88,000

$ 88,000

Quick Capital L L C 2 [Member] | Convertible Loan Payable [Member]

Short-Term Debt [Line Items]

Debt interest percentage

10.00%

Debt principal amount

$ 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 $0.0125 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.

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

Short-Term Debt [Line Items]

Debt outstanding

$ 200,000

200,000

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

Short-Term Debt [Line Items]

Debt interest percentage

1.00%

Debt outstanding

$ 10,827

11,713

Repayments of Convertible Debt

22,425

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]

Debt outstanding

16,750

16,750

Debt principal amount

$ 126,500

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 fixed price of $0.0125 per share of common stock

Glen Eagles L P 1 [Member] | Convertible Loan Payable [Member]

Short-Term Debt [Line Items]

Debt instrument principal amount

$ 32,500

Debt outstanding

20,000

Debt principal amount

$ 52,500

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]

Debt outstanding

810,000

810,000

Debt principal amount

$ 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 $0.002 per share of common stock. On March 29, 2022 the Company issued 175,000,000 warrants, convertible into 175,000,000 shares of common stock at $0.002 per share until March 28, 2027, as loan commitment fees. The Company also issued 245,000,000 special warrants, convertible into 245,000,000 shares of common stock at $0.002 per share. These special warrants are additional security against default on repayment of the promissory note.

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

Mast Hill Fund L L P 1 [Member] | Convertible Loan Payable 1 [Member]

Short-Term Debt [Line Items]

Debt interest percentage

10.00%

Mast Hill Fund L L P 1 [Member] | Convertible Loan Payable [Member]

Short-Term Debt [Line Items]

Debt outstanding

625,000

Debt principal amount

$ 625,000

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]

Debt outstanding

$ 540,000

$ 540,000

Debt principal amount

$ 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.

At March 31, 2022, the Company

At March 31, 2022, the Company had reserved 241,647,727 shares of its common stock for the following outstanding warrants: (Details) - Warrants [Member] - shares	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Class of Warrant or Right [Line Items]
Beginning balance ( in shares)	52,647,727
Granted	189,000,000	72,814,394
Exchanged for common shares during debt payoffs		(20,166,667)
Ending balance ( in shares)	241,647,727	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 March 31, 2022 are as follows: (Details)	3 Months Ended
	Mar. 31, 2022$ / shares
Equity [Abstract]
Strike price	0.004
Term (years)	5 years
Volatility	150.00%
Risk free rate	2.54%

Share Capital (Details Narrativ

Share Capital (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
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	$ 321,000
Warrant issued	0
Common Stock [Member]
Class of Stock [Line Items]
Value of shares issued
Number of shares issued conversion of class A prererred stock	20,000,000
Warrant [Member]
Class of Stock [Line Items]
Issue of warrants	175,000,000
Special warrent issued	245,000,000
Common stock purchase price	$ 0.002
Warrant [Member] | Talos Victory Fund L L C [Member]
Class of Stock [Line Items]
Issue of warrants	14,000,000
Debt discount	$ 70,000
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
Issuance of preferred shares	10,000
Value of shares issued	$ 125,000,000
Prefreered stock conversion to common stock	20,000
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred shares designated	1,000,000
Preferred stock par value	$ 1
Issuance of preferred shares	321,000
Value of shares issued	$ 321,000,000

Stock-Based Compensation (Detai

Stock-Based Compensation (Details Narrative)	Mar. 31, 2022shares
Share-Based Payment Arrangement [Abstract]
Option outstanding	0

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	Apr. 11, 2022	May 06, 2022	Mar. 31, 2022	Dec. 31, 2021
Subsequent Event [Line Items]
Preferred Stock, Par or Stated Value Per Share			$ 0.0001	$ 0.0001
Series B Preferred Stock [Member]
Subsequent Event [Line Items]
Preferred Stock, Par or Stated Value Per Share			$ 1
Subsequent Event [Member] | Air Race Limited [Member]
Subsequent Event [Line Items]
Received deposite		$ 1,000,000
Subsequent Event [Member] | Mast Hill Fund L L P [Member]
Subsequent Event [Line Items]
Debt principal amount	$ 275,000
Discount issued	$ 27,500
Warrants issued	75,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.004
Subsequent Event [Member] | Mast Hill Fund L L P [Member] | Series B Preferred Stock [Member]
Subsequent Event [Line Items]
Interest rate	12.00%