Touchpoint (TGHI) 10-Q 15 Aug 22 2022 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2022	Aug. 10, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2022
Document Fiscal Period Focus	Q2
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		792,742,780

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Current assets:
Cash	$ 16	$ 147
Accounts receivable, net	15	31
Prepaid compensation	92	367
Other current assets	46	41
Total	1,135	1,076
Current assets of discontinued operations	1	1
Total current assets	1,136	1,077
Fixed assets, net	555	354
Intangible assets, net	154	91
Goodwill	419	419
Non current assets of discontinued operations	5	5
Total assets	2,269	1,946
Current liabilities:
Accounts payable	413	339
Accrued expenses	702	534
Accrued compensation	196	277
Deferred revenue	750	20
Loans payable	1,909	1,510
Amount due to related parties	131	81
Share prepayment	60	60
Promissory notes, related parties	1,000	1,000
Current liabilities of continued operations	5,161	3,821
Current liabilities of discontinued operations	11	11
Total current liabilities	5,172	3,832
Total liabilities	5,172	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; 409,000 shares issued and outstanding (2021 – 0)	41
Common stock: $0.0001 par value, authorized 1,750,000,000;  409,286,010 and  316,085,210 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively	40	32
Additional paid-in capital	68,086	66,633
Accumulated deficit	(72,621)	(70,102)
Accumulated other comprehensive loss	(24)	(24)
Total Touchpoint Group Holdings, Inc. stockholders’ deficit	(4,478)	(3,461)
Equity attributable to non-controlling interest	970	970
Total stockholders’ deficit	(3,508)	(2,491)
Total liabilities and stockholders’ deficit	$ 2,269	$ 1,946

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - $ / shares	Jun. 30, 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	409,000	0
Preferred stock, shares outstanding	409,000	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	409,286,010	316,085,210
Common stock, shares outstanding	409,286,010	316,085,210

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021
Revenue		$ 1		$ 34	$ 31	$ 66
Cost of revenue:
Revenue		31		139	62	279
Total cost of revenue		31		139	62	279
Gross deficit		(30)		(105)	(31)	(213)
Expenses:
General and administrative		891		745	1,497	1,733
Loss from operations		(921)		(850)	(1,528)	(1,946)
Other income and expense:
Interest expense		(512)		(100)	(941)	(186)
Foreign exchange		(53)			(54)	(1)
Other (expense) income				(290)	4	(290)
Total other income and expenses		(565)		(390)	(991)	(477)
Loss for the period		(1,486)		(1,240)	(2,519)	(2,422)
Loss from discontinued operations				(50)		(50)
Net loss attributable to Touchpoint Group Holdings Inc. common stockholders	$ (1,486)	$ (1,486)	$ (1,290)	$ (1,290)	$ (2,519)	$ (2,472)
Earnings per share
Basic and diluted net loss per share		$ 0		$ (0.01)	$ (0.01)	$ (0.01)
Weighted average number of shares outstanding
Basic and diluted		368,397		17,186	348,684	166,613
Amortization Of Intangible Asset [Member]
Cost of revenue:
Revenue	31		139		$ 62	$ 279
Total cost of revenue	$ 31		$ 139		$ 62	$ 279

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Comprehensive Loss (unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Statement [Abstract]
Net loss	$ (1,486)	$ (1,290)	$ (2,519)	$ (2,472)
Foreign currency translation adjustment
Total comprehensive loss	$ (1,486)	$ (1,290)	$ (2,519)	$ 2,472

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Equity (unaudited) - USD ($) $ in Thousands	Total	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]
Balance March 31, 2022 at Dec. 31, 2020	$ (397)	$ 605		$ 13	$ 63,551	$ (64,907)	$ (24)	$ 970
Shares, Issued, Beginning Balance at Dec. 31, 2020		34		129,290
Net loss	(1,182)					(1,182)
Issuance of shares for conversion of loans payable	318			$ 3	315
Issuance of shares for conversion of loan 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 common shares for services provided (in shares)				7,925
Issuance of shares for services to be provided (in shares)				1,500
Balance June 30, 2022 at Mar. 31, 2021	(904)	$ 605		$ 17	64,222	(66,089)	(24)	970
Ending balance (in shares) at Mar. 31, 2021		34		172,167
Balance March 31, 2022 at Dec. 31, 2020	(397)	$ 605		$ 13	63,551	(64,907)	(24)	970
Shares, Issued, Beginning Balance at Dec. 31, 2020		34		129,290
Issuance of common shares for services provided	164			$ 1	163
Issuance of shares for services to be provided	20				20
Balance June 30, 2022 at Dec. 31, 2021	(2,491)	$ 605		$ 32	66,633	(70,102)	(24)	970
Ending balance (in shares) at Dec. 31, 2021		34	20	316,086
Balance March 31, 2022 at Mar. 31, 2021	(904)	$ 605		$ 17	64,222	(66,089)	(24)	970
Shares, Issued, Beginning Balance at Mar. 31, 2021		34		172,167
Net loss	(1,182)					(1,182)
Issuance of shares for conversion of loans payable	318			$ 3	315
Issuance of shares for conversion of loan 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 common shares for services provided	164			$ 1	163
Issuance of common shares for services provided (in shares)				7,925
Issuance of shares for financing commitment	26				26
Issuance of shares for financing commitments (in shares)				1,500
Balance June 30, 2022 at Jun. 30, 2021	(1,405)	$ 605		$ 21	64,899	(67,271)	(24)	970
Ending balance (in shares) at Jun. 30, 2021		34		215,044
Balance March 31, 2022 at Dec. 31, 2021	(2,491)	$ 605		$ 32	66,633	(70,102)	(24)	970
Shares, Issued, Beginning Balance at Dec. 31, 2021		34	20	316,086
Net loss	(1,033)					(1,033)
Balance June 30, 2022 at Mar. 31, 2022	(2,544)	$ 605	$ 32	$ 34	67,579	(71,135)	(24)	970
Ending balance (in shares) at Mar. 31, 2022		34	321	336,086
Issue of Class B preferred shares	321		$ 32		289
Issue of Class B preferred shares (in shares)			321
Proceeds from issuance of Class A preferred shares and   conversion to common shares	125			$ 1	124
Proceeds from issuance of class A perffered 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				409
Issuance of common shares for license agreement	125			$ 1	124
Issuance of common shares for license agreement (in shares)				10,000
Balance March 31, 2022 at Dec. 31, 2021	(2,491)	$ 605		$ 32	66,633	(70,102)	(24)	970
Shares, Issued, Beginning Balance at Dec. 31, 2021		34	20	316,086
Balance June 30, 2022 at Jun. 30, 2022	(3,508)	$ 605	$ 41	$ 40	68,086	(72,621)	(24)	970
Ending balance (in shares) at Jun. 30, 2022		34	409	399,961
Balance March 31, 2022 at Mar. 31, 2022	(2,544)	$ 605	$ 32	$ 34	67,579	(71,135)	(24)	970
Shares, Issued, Beginning Balance at Mar. 31, 2022		34	321	336,086
Net loss	(1,486)					(1,486)
Issuance of common shares for services provided	20				20
Issuance of common shares for services provided (in shares)				4,000
Balance June 30, 2022 at Jun. 30, 2022	(3,508)	$ 605	$ 41	$ 40	68,086	(72,621)	(24)	970
Ending balance (in shares) at Jun. 30, 2022		34	409	399,961
Issue of Class B preferred shares	88		$ 9		79
Issue of Class B preferred shares (in shares)			88
Warrants issued for financing commitments	394				394
Issuance of common shares on cashless exercise of warrants				$ 4	(4)
Issuance of common shares on cashless exercise of warrants (in shares)				43,875
Issuance of common shares for partial settlement of amounts owed	$ 20			$ 2	$ 18
Issuance of common shares for partial settlement of amounts owed (in shares)				16,000

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Cash flows from operating activities:
Net loss for the period	$ (2,519)	$ (2,472)
Adjustment to reconcile net loss for the period to net cash flows from operating activities:
Shares issued for financing commitment		196
Fair value of warrants issued for financing commitment		117
Amortization of intangible assets	62	278
Shares issued for services to be provided	20	344
Non-cash interest	647	18
Amortization of shares issued for services	275	277
Changes in operating assets and liabilities:
Accounts receivable	16	(24)
Deferred revenue	750	10
Other assets	(482)	59
Settlement liability		290
Accounts payable and accrued expenses	161	76
Net cash flows from operating activities – continuing operations	(1,070)	(831)
Net cash flows from operating activities – discontinued operations		50
Net cash flows from operating activities	(1,070)	(781)
Cash used in investing activities:
Purchase of intangible assets		(8)
Purchase of fixed assets	(201)
Net cash flows from investing activities	(201)	(8)
Cash flows from financing activities:
Proceeds from issuance of preferred shares	534
Repayment of loans	(584)	(100)
Advances from related parties, net	50	(15)
Proceeds from loans	1,140	900
Net cash flows from financing activities	1,140	785
Decrease in cash during the period	(131)	(4)
Cash at beginning of the period	147	118
Cash at end of the period	16	114
Non-cash financing transactions:
Interest paid	$ 194

Description of Business, Organi

Description of Business, Organization and Principles of Consolidation	6 Months Ended
	Jun. 30, 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, as filed with the SEC on April 15, 2022.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 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 convertible debt instruments. The Company will be required to raise additional funds through various sources, such as equity and debt financings. While the Company believes it is probable that such financings could be secured, there can be no assurance the Company will be able to secure additional sources of funds to support its operations, or if such funds are available, that such additional financing will be sufficient to meet the Company’s needs or on terms acceptable to us. Basis of Accounting and Presentation These condensed consolidated financial statements have been prepared in conformity with Accounts Receivable, Revenue Recognition and Concentrations Performance Obligations Revenue Recognition — Continued operations 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. 2 WCAR – the Company anticipates recognizing the deferred revenue with host city arrangements upon the completion of the air race events. 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 and six months ended June 30, 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 period. The Company makes estimates for, among other items, useful lives for depreciation and amortization, determination of future cash flows associated with impairment testing for long-lived assets, determination of the fair value of stock options and warrants, determining fair values of assets acquired and liabilities assumed in business combinations, valuation allowance for deferred tax assets, allowances for doubtful accounts, and potential income tax assessments and other contingencies. The Company bases its estimates on historical experience, current conditions, and other assumptions that it believes to be reasonable under the circumstances. Actual results could differ from those estimates and assumptions.

Intangible Assets

Intangible Assets	6 Months Ended
	Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	Note 3. Intangible Assets Intangible assets consist of the following (in thousands): June 30 December 31 2022 2021 (unaudited) Touchpoint software $ 2,084 $ 2,084 Air Race Limited (intellectual property) 79 79 GBT License 125 — Less accumulated amortization (2,134 ) (2,072 ) 154 91 Goodwill 419 419 Intangible assets, net $ 573 $ 510

Notes payable

Notes payable	6 Months Ended
	Jun. 30, 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 June 30, 2022, the counterparties had not demanded repayment of the promissory notes. Convertible Loans Payable Lender General terms Amount due Amount due at 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 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 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 note is due August 11, 2022 and has an interest rate of 10% per annum. 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 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 note is due September 10, 2022 and has an interest rate of 10% per annum. 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. $— $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 The note is due October 1, 2022 and has an interest rate of 10% per annum. 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 on April 1, 2022. $— $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. The balance outstanding as of June 30, 2022 is $200,000. $200,000 $200,000 8 SBA – PPP loan The Company has received an SBA PPP loan of $ 22,425 1 $9,940 $11,713 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. 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. In addition, payments totaling $67,750 were made. The balance owing as of June 30, 2022 is $1,750. $1,750 $16,750 10 Glen Eagles Acquisition LP On February 7, 2022 the Company borrowed $ 75,000 On March 9, 2022 the Company borrowed $ 52,500 32,500 $— $— 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. 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. The balance outstanding as of June 30, 2022 is $810,000. $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 only exercisable upon the event of a default of the note. $625,000 $— 13 Mast Hill Fund LLP On April 11, 2022, the Company issued a convertible promissory note in the principal amount of $ 275,000 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 April 11, 2022 the Company issued 75,000,000 warrants, convertible into 75,000,000 shares of common stock at $0.004 per share until April 11, 2027, as loan commitment fees. The Company also issued 105,000,000 special warrants, convertible into 105,000,000 shares of common stock at $0.002 per share. These special warrants are only exercisable upon the event of a default of the note 275,000 — 14 Mast Hill Fund LLP On June 7, 2022, the Company issued a convertible promissory note in the principal amount of $ 225,000 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 June 7, 2022 the Company issued 168,750,000 warrants, convertible into 168,750,000 shares of common stock at $0.0012 per share until March 28, 2027, as loan commitment fees. The Company also issued 262,500,000 special warrants, convertible into 262,500,000 shares of common stock at $0.0012 per share. These special warrants are only exercisable upon the event of a default of the note 225,000 — 15 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. Repayments totaling $40,000 have been made. $500,000 $540,000 TOTAL Unamortized debt discount Notes payable, net of discounts $2,854,915 946,237 $1,908,678 $2,186,188 676,644 $1,509,544

Share Capital

Share Capital	6 Months Ended
	Jun. 30, 2022
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 shares of common stock from 750,000,000 1,750,000,000 0.0001 During the six months ended June 30, 2022 the Company issued the following shares: Class B Preferred Shares ● 409,000 409,000 Class A Preferred Shares ● 10,000 125,000 Common Stock ● 20,000,000 20,000 ● 43,200,800 43,875,000 ● 16,000,000 19,200 ● 4,000,000 20,000 Stock Purchase Warrants At June 30, 2022, the Company had reserved 441,522,727 shares of its common stock for the following outstanding warrants: 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 Granted 432,750,000 Exchanged for common shares (43,875,000) Outstanding as of June 30, 2022 441,522,727 During the six months ended June 30, 2022, 432,750,000 43,875,000 no During the six months ended June 30, 2022, the Company also issued 612,500,000 0.002 0.0012 A summary of the weighted average inputs used in measuring the fair value of warrants issued during the six months ended June 30, 2022 are as follows: Strike price $ 0.004 Term (years) 5.0 Volatility 150 Risk free rate 2.50 Dividend yield —

Stock-Based Compensation

Stock-Based Compensation	6 Months Ended
	Jun. 30, 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 during the six months ended June 30, 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 six months ended June 30, 2022, no common stock of the Company was issued under the 2018 Plan.

Subsequent events

Subsequent events	6 Months Ended
	Jun. 30, 2022
Subsequent Events [Abstract]
Subsequent events	Note 7. Subsequent events Subsequent to June 30, 2022 the Company issued 182,427,044 159,848 200,996,053

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 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 convertible debt instruments. The Company will be required to raise additional funds through various sources, such as equity and debt financings. While the Company believes it is probable that such financings could be secured, there can be no assurance the Company will be able to secure additional sources of funds to support its operations, or if such funds are available, that such additional financing will be sufficient to meet the Company’s needs or on terms acceptable to us.
Basis of Accounting and Presentation	Basis of Accounting and Presentation These condensed consolidated financial statements have been prepared in conformity with
Accounts Receivable, Revenue Recognition and Concentrations	Accounts Receivable, Revenue Recognition and Concentrations Performance Obligations Revenue Recognition — Continued operations 1 Touchpoint – Revenue for the sale of 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. 2 WCAR – the Company anticipates recognizing the deferred revenue with host city arrangements upon the completion of the air race events.
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 and six months ended June 30, 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 period. The Company makes estimates for, among other items, useful lives for depreciation and amortization, determination of future cash flows associated with impairment testing for long-lived assets, determination of the fair value of stock options and warrants, determining fair values of assets acquired and liabilities assumed in business combinations, valuation allowance for deferred tax assets, allowances for doubtful accounts, and potential income tax assessments and other contingencies. The Company bases its estimates on historical experience, current conditions, and other assumptions that it believes to be reasonable under the circumstances. Actual results could differ from those estimates and assumptions.

Intangible Assets (Tables)

Intangible Assets (Tables)	6 Months Ended
	Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible assets consist of the following (in thousands):	Intangible assets consist of the following (in thousands): June 30 December 31 2022 2021 (unaudited) Touchpoint software $ 2,084 $ 2,084 Air Race Limited (intellectual property) 79 79 GBT License 125 — Less accumulated amortization (2,134 ) (2,072 ) 154 91 Goodwill 419 419 Intangible assets, net $ 573 $ 510

Notes payable (Tables)

Notes payable (Tables)	6 Months Ended
	Jun. 30, 2022
Debt Disclosure [Abstract]
There can be no guarantee that commercially reasonable terms will agreed upon. As of June 30, 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 June 30, 2022, the counterparties had not demanded repayment of the promissory notes. Convertible Loans Payable Lender General terms Amount due Amount due at 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 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 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 note is due August 11, 2022 and has an interest rate of 10% per annum. 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 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 note is due September 10, 2022 and has an interest rate of 10% per annum. 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. $— $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 The note is due October 1, 2022 and has an interest rate of 10% per annum. 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 on April 1, 2022. $— $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. The balance outstanding as of June 30, 2022 is $200,000. $200,000 $200,000 8 SBA – PPP loan The Company has received an SBA PPP loan of $ 22,425 1 $9,940 $11,713 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. 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. In addition, payments totaling $67,750 were made. The balance owing as of June 30, 2022 is $1,750. $1,750 $16,750 10 Glen Eagles Acquisition LP On February 7, 2022 the Company borrowed $ 75,000 On March 9, 2022 the Company borrowed $ 52,500 32,500 $— $— 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. 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. The balance outstanding as of June 30, 2022 is $810,000. $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 only exercisable upon the event of a default of the note. $625,000 $— 13 Mast Hill Fund LLP On April 11, 2022, the Company issued a convertible promissory note in the principal amount of $ 275,000 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 April 11, 2022 the Company issued 75,000,000 warrants, convertible into 75,000,000 shares of common stock at $0.004 per share until April 11, 2027, as loan commitment fees. The Company also issued 105,000,000 special warrants, convertible into 105,000,000 shares of common stock at $0.002 per share. These special warrants are only exercisable upon the event of a default of the note 275,000 — 14 Mast Hill Fund LLP On June 7, 2022, the Company issued a convertible promissory note in the principal amount of $ 225,000 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 June 7, 2022 the Company issued 168,750,000 warrants, convertible into 168,750,000 shares of common stock at $0.0012 per share until March 28, 2027, as loan commitment fees. The Company also issued 262,500,000 special warrants, convertible into 262,500,000 shares of common stock at $0.0012 per share. These special warrants are only exercisable upon the event of a default of the note 225,000 — 15 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. Repayments totaling $40,000 have been made. $500,000 $540,000 TOTAL Unamortized debt discount Notes payable, net of discounts $2,854,915 946,237 $1,908,678 $2,186,188 676,644 $1,509,544

Share Capital (Tables)

Share Capital (Tables)	6 Months Ended
	Jun. 30, 2022
Equity [Abstract]
Schedule of warrants	At June 30, 2022, the Company had reserved 441,522,727 shares of its common stock for the following outstanding warrants: 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 Granted 432,750,000 Exchanged for common shares (43,875,000) Outstanding as of June 30, 2022 441,522,727
A summary of the weighted average inputs used in measuring the fair value of warrants issued during the six months ended June 30, 2022 are as follows:	A summary of the weighted average inputs used in measuring the fair value of warrants issued during the six months ended June 30, 2022 are as follows: Strike price $ 0.004 Term (years) 5.0 Volatility 150 Risk free rate 2.50 Dividend yield —

Description of Business, Orga_2

Description of Business, Organization and Principles of Consolidation (Details Narrative)	6 Months Ended
	Jun. 30, 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.

Intangible assets consist of th

Intangible assets consist of the following (in thousands): (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Less accumulated amortization	$ (2,134)	$ (2,072)
Finite lived intangible assets net	154	91
Goodwill	419	419
Intangible assets, net	573	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 June 30, 2022, the counterparties had not demanded repayment of the promissory notes. (Details) - USD ($) $ in Thousands

1 Months Ended

3 Months Ended

6 Months Ended

12 Months Ended

Jun. 07, 2022

Apr. 11, 2022

Mar. 29, 2022

Dec. 10, 2021

Nov. 03, 2021

Oct. 29, 2021

Aug. 10, 2021

Aug. 03, 2021

Jun. 24, 2021

Oct. 31, 2021

Oct. 30, 2021

Nov. 30, 2019

Jun. 30, 2022

Jun. 30, 2021

Jun. 30, 2022

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2022

Mar. 09, 2022

Feb. 07, 2022

Short-Term Debt [Line Items]

Number of value issued for services

$ 20

$ 164

$ 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

1

Convertible Loan Payable [Member]

Short-Term Debt [Line Items]

Debt outstanding

2,854,915

$ 2,854,915

2,186,188

Unamortized debt discount

946,237

946,237

676,644

Notes payable, net of discounts

1,908,678

1,908,678

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

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%

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

Short-Term Debt [Line Items]

Debt outstanding

68,500

Debt principal amount

$ 68,500

$ 85,000

Debt Conversion Term

The balance owing was repaid in full by cash on February 3, 2022.

The balance owing 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 10 [Member]

Short-Term Debt [Line Items]

Debt outstanding

103,000

Debt principal amount

$ 103,000

Debt Conversion Term

The note is due August 11, 2022 and has an interest rate of 10% per annum. 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 February 8, 2022.

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

Short-Term Debt [Line Items]

Debt outstanding

55,000

Debt principal amount

$ 55,000

Debt Conversion Term

The note is due September 10, 2022 and has an interest rate of 10% per annum. 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.

Geneva Roth Remark Holdings Inc [Member] | Convertible Loan Payable 12 [Member]

Short-Term Debt [Line Items]

Debt outstanding

88,000

Debt principal amount

$ 88,000

Debt Conversion Term

The note is due October 1, 2022 and has an interest rate of 10% per annum. 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 on April 1, 2022.

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

Short-Term Debt [Line Items]

Debt interest percentage

10%

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. The balance outstanding as of June 30, 2022 is $200,000.

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

Short-Term Debt [Line Items]

Debt outstanding

$ 200,000

$ 200,000

200,000

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

Short-Term Debt [Line Items]

Debt interest percentage

1%

1%

Debt outstanding

$ 9,940

$ 9,940

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%

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

Short-Term Debt [Line Items]

Debt outstanding

1,750

1,750

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. 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. In addition, payments totaling $67,750 were made. The balance owing as of June 30, 2022 is $1,750.

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

Short-Term Debt [Line Items]

Debt instrument principal amount

$ 32,500

Debt outstanding

0

0

Debt principal amount

$ 52,500

$ 75,000

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

Short-Term Debt [Line Items]

Debt interest percentage

10%

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 June 7, 2022 the Company issued 168,750,000 warrants, convertible into 168,750,000 shares of common stock at $0.0012 per share until March 28, 2027, as loan commitment fees. The Company also issued 262,500,000 special warrants, convertible into 262,500,000 shares of common stock at $0.0012 per share. These special warrants are only exercisable upon the event of a default of the note

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 April 11, 2022 the Company issued 75,000,000 warrants, convertible into 75,000,000 shares of common stock at $0.004 per share until April 11, 2027, as loan commitment fees. The Company also issued 105,000,000 special warrants, convertible into 105,000,000 shares of common stock at $0.002 per share. These special warrants are only exercisable upon the event of a default of the note

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

Short-Term Debt [Line Items]

Debt outstanding

810,000

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 only exercisable upon the event of a default of the 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. 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. The balance outstanding as of June 30, 2022 is $810,000.

Mast Hill Fund L L P 1 [Member] | Convertible Loan Payable 2 [Member]

Short-Term Debt [Line Items]

Debt outstanding

225,000

225,000

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

Short-Term Debt [Line Items]

Debt interest percentage

10%

10%

Debt outstanding

275,000

275,000

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

Short-Term Debt [Line Items]

Debt interest percentage

10%

Debt outstanding

625,000

625,000

Debt principal amount

$ 625,000

Mast Hill Fund L L P 2 [Member] | Convertible Loan Payable [Member]

Short-Term Debt [Line Items]

Debt principal amount

$ 275,000

Mast Hill Fund L L P 3 [Member] | Convertible Loan Payable [Member]

Short-Term Debt [Line Items]

Debt principal amount

$ 225,000

Talos Victory Fund L L C [Member] | Convertible Loan Payable 1 [Member]

Short-Term Debt [Line Items]

Debt interest percentage

10%

Talos Victory Fund L L C [Member] | Convertible Loan Payable [Member]

Short-Term Debt [Line Items]

Debt outstanding

$ 500,000

$ 500,000

$ 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. Repayments totaling $40,000 have been made.

Schedule of warrants (Details)

Schedule of warrants (Details) - Warrants [Member] - shares	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Class of Warrant or Right [Line Items]
Beginning balance ( in shares)	52,647,727
Granted	432,750,000	72,814,394
Exchanged for common shares during debt payoffs	(43,875,000)	(20,166,667)
Exchanged for common shares during debt payoffs	441,522,727	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 six months ended June 30, 2022 are as follows: (Details)	6 Months Ended
	Jun. 30, 2022 $ / shares
Equity [Abstract]
Strike price	0.004
Term (years)	5 years
Volatility	150%
Risk free rate	2.50%

Share Capital (Details Narrativ

Share Capital (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended			6 Months Ended	12 Months Ended
	Oct. 30, 2021	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Jun. 30, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Preferred stock, shares authorized		50,000,000			50,000,000	50,000,000
Preferred stock par value		$ 0.0001			$ 0.0001	$ 0.0001
Common Stock, authorized		1,750,000,000			1,750,000,000	1,750,000,000
Common stock, par value (in dollars per share)		$ 0.0001			$ 0.0001	$ 0.0001
Value of shares issued		$ 88	$ 321
Stock Issued During Period, Value, Issued for Services		$ 20		$ 164		$ 164
Warrant issued		0			0
Common Stock [Member]
Class of Stock [Line Items]
Value of shares issued
Common stock on cashless conversion					20,000,000
Common stock on cashless conversion					43,200,800
Common stock, with a fair value					16,000,000
Issue of shares					4,000,000
Stock Issued During Period, Value, Issued for Services	$ 54,275			$ 1		$ 1
Common Stock [Member] | Warrants [Member]
Class of Stock [Line Items]
Value of shares issued					$ 43,875,000
Stock Issued partial settlement of amounts owing					19,200
Stock Issued During Period, Value, Issued for Services					$ 20,000
Warrant [Member]
Class of Stock [Line Items]
Issue of warrants					432,750,000
Special warrent issued					612,500,000
Common stock purchase price		$ 0.002			$ 0.0012
Warrant [Member] | Talos Victory Fund L L C [Member]
Class of Stock [Line Items]
Issue of warrants					43,875,000
Minimum [Member]
Class of Stock [Line Items]
Common Stock, authorized		750,000,000			750,000,000
Maximum [Member]
Class of Stock [Line Items]
Common Stock, authorized		1,750,000,000			1,750,000,000
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred shares designated		50,000			50,000
Preferred stock par value		$ 12.50			$ 12.50
Issuance of preferred shares					10,000
Value of shares issued					$ 125,000
Prefreered stock conversion to common stock					20,000
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred shares designated		1,000,000			1,000,000
Preferred stock par value		$ 1			$ 1
Issuance of preferred shares					409,000
Value of shares issued					$ 409,000

Stock-Based Compensation (Detai

Stock-Based Compensation (Details Narrative)	Jun. 30, 2022 shares
Share-Based Payment Arrangement [Abstract]
Option outstanding	0

Subsequent events (Details Narr

Subsequent events (Details Narrative) - USD ($)			3 Months Ended			12 Months Ended
	Jul. 13, 2022	Jul. 03, 2022	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Dec. 31, 2021
Subsequent Event [Line Items]
Issuance of common shares for services provided			$ 20,000		$ 164,000	$ 164,000
Stock Issued During Period, Value, New Issues			$ 88,000	$ 321,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Common stock issued for conversion (in shares)	182,427,044
Issuance of common shares for services provided	$ 159,848
Stock Issued During Period, Value, New Issues		$ 200,996,053