Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 08, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
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 | 3,442,488,894 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 28 | $ 147 |
Accounts receivable, net | 15 | 31 |
Prepaid compensation | 40 | 367 |
Other current assets | 41 | |
Total | 83 | 586 |
Current assets of discontinued operations | 1 | 491 |
Total current assets | 84 | 1,077 |
Fixed assets, net | 3 | 354 |
Intangible assets, net | 44 | 12 |
Goodwill | 419 | 419 |
Non current assets of discontinued operations | 10 | 84 |
Total assets | 560 | 1,946 |
Current liabilities: | ||
Accounts payable | 383 | 339 |
Accrued expenses | 700 | 534 |
Accrued compensation | 173 | 277 |
Deferred revenue | 20 | |
Loans payable | 1,813 | 1,510 |
Amount due to related parties | 131 | 81 |
Share prepayment | 60 | 60 |
Promissory notes, related parties | 500 | 1,000 |
Current liabilities of continued operations | 3,760 | 3,821 |
Current liabilities of discontinued operations | 761 | 11 |
Total current liabilities | 4,521 | 3,832 |
Total liabilities | 4,521 | 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; 757,429 shares issued and outstanding (2021 – 0) | 616 | |
Common stock: $0.000001 par value, authorized 30,000,000,000; 1,831,412,364 and 316,085,210 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 2 | 1 |
Additional paid-in capital | 69,058 | 66,664 |
Accumulated deficit | (75,188) | (70,102) |
Accumulated other comprehensive loss | (24) | (24) |
Total Touchpoint Group Holdings, Inc. stockholders’ deficit | (5,536) | (3,461) |
Equity attributable to non-controlling interest | 970 | 970 |
Total stockholders’ deficit | (4,566) | (2,491) |
Total liabilities, temporary equity and stockholders’ deficit | $ 560 | $ 1,946 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - $ / shares | Sep. 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 | 757,429 | 0 |
Preferred stock, shares outstanding | 757,429 | 0 |
Common stock, par value | $ 0.000001 | $ 0.000001 |
Common stock, shares authorized | 30,000,000,000 | 30,000,000,000 |
Common stock, shares issued | 1,831,412,364 | 316,085,210 |
Common stock, shares outstanding | 1,831,412,364 | 316,085,210 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue | $ 2 | $ 24 | $ 33 | $ 90 |
Cost of revenue: | ||||
Revenue | 31 | 138 | 93 | 417 |
Total cost of revenue | 31 | 138 | 93 | 417 |
Gross deficit | (29) | (114) | (60) | (327) |
Expenses: | ||||
General and administrative | 387 | 490 | 1,466 | 2,222 |
Loss from operations | (416) | (604) | (1,526) | (2,549) |
Other income (expense): | ||||
Interest expense | (553) | (90) | (1,495) | (276) |
Foreign exchange | (2) | (1) | ||
Legal settlement expense | (290) | |||
Other income | 2 | 3 | 7 | 3 |
Total other expenses | (551) | (87) | (1,490) | (564) |
Loss from continuing operations | (967) | (691) | (3,016) | (3,113) |
Loss from discontinued operations | (1,600) | (2,070) | (50) | |
Net loss attributable to Touchpoint Group Holdings Inc. common stockholders | $ (2,567) | $ (691) | $ (5,086) | $ (3,163) |
Earnings per share | ||||
Basic and diluted net loss per share - continuing operations | $ (0.001) | $ (0.004) | $ (0.006) | $ (0.018) |
Basic and diluted net loss per share - discontinued operations | $ (0.002) | $ (0.004) | $ 0 | |
Weighted average number of shares outstanding | ||||
Basic and diluted | 950,312 | 195,926 | 547,723 | 176,456 |
Amortization of intangible Asset [Member] | ||||
Cost of revenue: | ||||
Revenue | $ 31 | $ 138 | $ 93 | $ 417 |
Total cost of revenue | $ 31 | $ 138 | $ 93 | $ 417 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Net loss | $ (2,567) | $ (691) | $ (5,086) | $ (3,163) |
Foreign currency translation adjustment | ||||
Total comprehensive loss | $ (2,567) | $ (691) | $ (5,086) | $ (3,163) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (unaudited) - USD ($) $ in Thousands | Mezzanine Equity [Member] | Preferred Stock [Member] | Common Stock [Member] | Subscription Receivable [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 | $ 1 | $ 63,563 | $ (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 | 318 | 318 | |||||||
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 | 164 | |||||||
Issuance of common 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 | $ 1 | 64,238 | (66,089) | (24) | 970 | (904) | ||
Ending balance (in shares) at Mar. 31, 2021 | 34 | 172,167 | |||||||
Net loss | (1,290) | (1,290) | |||||||
Issuance of shares on conversion of loans payable | 56 | 56 | |||||||
Issuance of shares for conversion of loan payable (in shares) | 5,148 | ||||||||
Issuance of shares for loan commitment fees | 23 | 23 | |||||||
Issuance of shares for loan commitment fees (in shares) | 800 | ||||||||
Issuance of common shares for services provided | 180 | 180 | |||||||
Issuance of common shares for services provided (in shares) | 10,000 | ||||||||
Fair value of warrants issued for financing commitment | 117 | 117 | |||||||
Ending balance, value at Jun. 30, 2021 | $ 605 | $ 1 | 64,614 | (67,379) | (24) | 970 | (1,818) | ||
Ending balance (in shares) at Jun. 30, 2021 | 34 | 188,115 | |||||||
Net loss | (691) | (691) | |||||||
Issuance of shares on conversion of loans payable | 141 | 141 | |||||||
Issuance of shares for conversion of loan payable (in shares) | 23,147 | ||||||||
Issuance of shares for cash | 11 | 11 | |||||||
Issuance of shares for cash (in shares) | 1,241 | ||||||||
Issuance fo shares for sale of stock | (90) | 90 | |||||||
Issuance of shares for sale of stock (in shares) | 5,000 | ||||||||
Ending balance, value at Sep. 30, 2021 | $ 605 | $ 1 | (90) | 64,856 | (68,070) | (24) | 970 | (2,357) | |
Ending balance (in shares) at Sep. 30, 2021 | 34 | 217,503 | |||||||
Beginning balance, value at Dec. 31, 2021 | $ 605 | $ 1 | 66,664 | (70,102) | (24) | 970 | (2,491) | ||
Balance at beginning (in shares) at Dec. 31, 2021 | 34 | 20 | 316,086 | ||||||
Net loss | (1,033) | (1,033) | |||||||
Issuance 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 | 125 | 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) | 10,000 | |||||||
Warrants issued for financing commitments | 409 | 409 | |||||||
Issuance of common shares for license agreement | 125 | 125 | |||||||
Issuance of common shares for license agreement (in shares) | 10,000 | ||||||||
Ending balance, value at Mar. 31, 2022 | $ 605 | $ 32 | $ 1 | 67,612 | (71,135) | (24) | 970 | (2,544) | |
Ending balance (in shares) at Mar. 31, 2022 | 34 | 321 | 346,086 | ||||||
Beginning balance, value at Dec. 31, 2021 | $ 605 | $ 1 | 66,664 | (70,102) | (24) | 970 | (2,491) | ||
Balance at beginning (in shares) at Dec. 31, 2021 | 34 | 20 | 316,086 | ||||||
Ending balance, value at Sep. 30, 2022 | $ 605 | $ 76 | $ 2 | 69,598 | (75,188) | (24) | 970 | (4,566) | |
Ending balance (in shares) at Sep. 30, 2022 | 34 | 757 | 1,831,413 | ||||||
Beginning balance, value at Mar. 31, 2022 | $ 605 | $ 32 | $ 1 | 67,612 | (71,135) | (24) | 970 | (2,544) | |
Balance at beginning (in shares) at Mar. 31, 2022 | 34 | 321 | 346,086 | ||||||
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 | ||||||||
Issuance of Class B preferred shares | $ 9 | 79 | 88 | ||||||
Issue of Class B preferred shares (in shares) | 88 | ||||||||
Warrants issued for financing commitments | 394 | 394 | |||||||
Issuance of common shares on exercise of warrants | |||||||||
Issuance of common shares on cashless exercise of warrants (in shares) | 43,201 | ||||||||
Issuance of shares on conversion of loans payable and accrued interest | 20 | 20 | |||||||
Issuance of share on conversion of loans payable and accrued interest (in shares) | 16,000 | ||||||||
Ending balance, value at Jun. 30, 2022 | $ 605 | $ 41 | $ 1 | 68,125 | (72,621) | (24) | 970 | (3,508) | |
Ending balance (in shares) at Jun. 30, 2022 | 34 | 409 | 409,287 | ||||||
Net loss | (2,567) | (2,567) | |||||||
Issuance of Class B preferred shares | $ 5 | 48 | 53 | ||||||
Issue of Class B preferred shares (in shares) | 53 | ||||||||
Warrants issued for financing commitments | 99 | 99 | |||||||
Issuance of common shares on exercise of warrants | |||||||||
Issuance of common shares on cashless exercise of warrants (in shares) | 49,738 | ||||||||
Issuance of shares on conversion of loans payable and accrued interest | $ 1 | 756 | 757 | ||||||
Issuance of share on conversion of loans payable and accrued interest (in shares) | 828,950 | ||||||||
Issuance of Class C preferred shares | $ 60 | 540 | 600 | ||||||
Issue of Class C preferred shares (in shares) | 600 | ||||||||
Issuance of common shares on conversion of Class B preferred shares | $ (30) | 30 | |||||||
Issuance of common shares on conversion of class B prefrred (in shares) | (305) | 543,438 | |||||||
Ending balance, value at Sep. 30, 2022 | $ 605 | $ 76 | $ 2 | $ 69,598 | $ (75,188) | $ (24) | $ 970 | $ (4,566) | |
Ending balance (in shares) at Sep. 30, 2022 | 34 | 757 | 1,831,413 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss for the period | $ (3,016) | $ (3,163) |
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 | 93 | 417 |
Loan discount | 47 | |
Shares issued for services to be provided | 20 | 364 |
Shares issued for settlement of accrued interest | 26 | |
Non-cash interest | 958 | |
Amortization of shares issued for services | 367 | 413 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 16 | 90 |
Deferred revenue | (40) | |
Other assets | 1 | 42 |
Settlement liability | 195 | |
Accounts payable and accrued expenses | 109 | 253 |
Net cash flows from operating activities – continuing activities | (1,452) | (1,043) |
Net cash flows from operating activities – discontinued activities | 273 | |
Net cash flows from operating activities | (1,179) | (1,043) |
Cash used in investing activities: | ||
Purchase of fixed assets – discontinued operations | (201) | |
Purchase of intangible assets– discontinued operations | (78) | |
Net cash flows from investing activities – discontinued operations | (201) | (78) |
Cash flows from financing activities: | ||
Proceeds from issuance of preferred shares | 462 | 11 |
Repayment of loans | (558) | (156) |
Advances from related parties, net | 50 | 47 |
Proceeds from loans | 1,307 | 1,127 |
Net cash flows from financing activities | 1,261 | 1,029 |
Decrease in cash during the period | (119) | (92) |
Cash at beginning of the period | 147 | 118 |
Cash at end of the period | 28 | 26 |
Non-cash financing transactions: | ||
Interest paid | 221 | 16 |
Issuance of shares on conversion of loans payable and accrued interest | $ 773 | $ 515 |
Description of Business, Organi
Description of Business, Organization and Principles of Consolidation | 9 Months Ended |
Sep. 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 $70,000 750,000 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 | 9 Months Ended |
Sep. 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 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. 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 nine months ended September 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. 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 | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 3. Intangible Assets Intangible assets consist of the following (in thousands): September 30 December 31 2022 2021 (unaudited) Touchpoint software $ 2,084 $ 2,084 GBT License 125 — Less accumulated amortization (2,165 ) (2,072 ) 44 12 Goodwill 419 419 Intangible assets, net $ 463 $ 431 |
Notes payable
Notes payable | 9 Months Ended |
Sep. 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. During the three months ended September 30, 2022 the promissory for $500,000 due to Mark White was exchanged for $500,000 of Class C Preferred Shares. As of September 30, 2022, Mr. Wu had not demanded repayment of his promissory notes Convertible Loans Payable Schedule of convertible loans payable Lender General terms Amount due at September 30, 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 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 September 30, 2022 was $200,000 $200,000 $200,000 8 SBA – PPP loan The Company has received an SBA PPP loan of $ 22,425 1 $9,053 $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 September 30, 2022 is $1,750 $1,750 $16,750 10 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 September 30, 2022 is $378,366 $378,366 $810,000 11 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 $— 12 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 $— 13 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 $— 14 Mast Hill Fund LLP On July 18, 2022, the Company issued a convertible promissory note in the principal amount of $ 115,000 10 The promissory note is convertible, at the option of the holder, into common shares of the Company at a fixed price of $0.0012 per share of common stock. On June 7, 2022 the Company issued 95,840,000 warrants, convertible into 95,840,000 shares of common stock at $0.002 per share until July 18, 2027, as loan commitment fees. The Company also issued 95,840,000 special warrants, convertible into 95,840,000 shares of common stock at $0.0012 per share. These special warrants are additional security against default on repayment of the promissory note. The balance outstanding as of September 30, 2022 is $115,000 $115,000 $— 15 Mast Hill Fund LLP On September 23, 2022, the Company issued a convertible promissory note in the principal amount of $ 71,000 10 The promissory note is convertible, at the option of the holder, into common shares of the Company at a fixed price of $0.0012 per share of common stock. On September 23, 2022 the Company issued 100,000,000 warrants, convertible into 100,000,000 shares of common stock at $0.0006 per share until September 23, 2027, as loan commitment fees. The Company also issued 100,000,000 special warrants, convertible into 100,000,000 shares of common stock at $0.0006 per share. These special warrants are additional security against default on repayment of the promissory note. The balance outstanding as of September 30, 2022 is $71,000 $71,000 $— 16 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 $325,904 $540,000 TOTAL Unamortized debt discount Notes payable, net of discounts $2,434,298 621,724 $1,812,574 $2,186,188 676,644 $1,509,544 |
Share Capital
Share Capital | 9 Months Ended |
Sep. 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 Class C The Company has designated 600,000 1.00 0.0015 Common Stock Effective September 08, 2022, the Company amended its Articles of Incorporation increasing the number of authorized shares of common stock from 1 ,750,000,000 30,000,000,000 0.000001 During the nine months ended September 30, 2022, the Company issued the following shares: Class C Preferred Shares ● 600,000 600,000 500,000 100,000 Class B Preferred Shares ● 462,000 462,000 Class A Preferred Shares ● 10,000 125,000 Common Stock ● 20,000,000 20,000 ● 43,200,800 43,875,000 10,000,000 125,000 ● 16,000,000 19,200 ● 4,000,000 20,000 ● 543,438,155 304,751 ● 828,950,146 $757,285 ● 49,738,053 49,738,053 Stock Purchase Warrants At September 30, 2022, the Company had reserved 625,608,673 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 666,574,000 Exchanged for common shares (93,613,054 ) Outstanding as of September 30, 2022 625,608,673 During the nine months ended September 30, 2022, 666,574,000 93,613,054 no 6,500,000 44,484,000 During the nine months ended September 30, 2022, the Company also issued 808,340,000 0.002 0.0006 A summary of the weighted average inputs used in measuring the fair value of warrants issued during the nine months ended September 30, 2022 are as follows: Strike price $ 0.002 Term (years) 5.0 Volatility 150 % Risk free rate 3.00 % Dividend yield — |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 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 nine months ended September 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 nine months ended September 30, 2022, no common stock of the Company was issued under the 2018 Plan. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 7. Subsequent Events In the period from October 01, 2022 to November 17, 2022 convertible loan notes totaling $ 470,466 1,748,822,857 On October 18, 2022, the Company issued a promissory note for a loan of $ 71,000 10 12 100 five 0.0002 100 five 0.0002 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 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 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. |
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 nine months ended September 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. |
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) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets consist of the following (in thousands): | Intangible assets consist of the following (in thousands): September 30 December 31 2022 2021 (unaudited) Touchpoint software $ 2,084 $ 2,084 GBT License 125 — Less accumulated amortization (2,165 ) (2,072 ) 44 12 Goodwill 419 419 Intangible assets, net $ 463 $ 431 |
Notes payable (Tables)
Notes payable (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of convertible loans payable | 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. During the three months ended September 30, 2022 the promissory for $500,000 due to Mark White was exchanged for $500,000 of Class C Preferred Shares. As of September 30, 2022, Mr. Wu had not demanded repayment of his promissory notes Convertible Loans Payable Schedule of convertible loans payable Lender General terms Amount due at September 30, 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 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 September 30, 2022 was $200,000 $200,000 $200,000 8 SBA – PPP loan The Company has received an SBA PPP loan of $ 22,425 1 $9,053 $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 September 30, 2022 is $1,750 $1,750 $16,750 10 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 September 30, 2022 is $378,366 $378,366 $810,000 11 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 $— 12 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 $— 13 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 $— 14 Mast Hill Fund LLP On July 18, 2022, the Company issued a convertible promissory note in the principal amount of $ 115,000 10 The promissory note is convertible, at the option of the holder, into common shares of the Company at a fixed price of $0.0012 per share of common stock. On June 7, 2022 the Company issued 95,840,000 warrants, convertible into 95,840,000 shares of common stock at $0.002 per share until July 18, 2027, as loan commitment fees. The Company also issued 95,840,000 special warrants, convertible into 95,840,000 shares of common stock at $0.0012 per share. These special warrants are additional security against default on repayment of the promissory note. The balance outstanding as of September 30, 2022 is $115,000 $115,000 $— 15 Mast Hill Fund LLP On September 23, 2022, the Company issued a convertible promissory note in the principal amount of $ 71,000 10 The promissory note is convertible, at the option of the holder, into common shares of the Company at a fixed price of $0.0012 per share of common stock. On September 23, 2022 the Company issued 100,000,000 warrants, convertible into 100,000,000 shares of common stock at $0.0006 per share until September 23, 2027, as loan commitment fees. The Company also issued 100,000,000 special warrants, convertible into 100,000,000 shares of common stock at $0.0006 per share. These special warrants are additional security against default on repayment of the promissory note. The balance outstanding as of September 30, 2022 is $71,000 $71,000 $— 16 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 $325,904 $540,000 TOTAL Unamortized debt discount Notes payable, net of discounts $2,434,298 621,724 $1,812,574 $2,186,188 676,644 $1,509,544 |
Share Capital (Tables)
Share Capital (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of warrants | At September 30, 2022, the Company had reserved 625,608,673 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 666,574,000 Exchanged for common shares (93,613,054 ) Outstanding as of September 30, 2022 625,608,673 |
A summary of the weighted average inputs used in measuring the fair value of warrants issued during the nine months ended September 30, 2022 are as follows: | A summary of the weighted average inputs used in measuring the fair value of warrants issued during the nine months ended September 30, 2022 are as follows: Strike price $ 0.002 Term (years) 5.0 Volatility 150 % Risk free rate 3.00 % Dividend yield — |
Description of Business, Orga_2
Description of Business, Organization and Principles of Consolidation (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Liabilities associated with discontinued operations | $ 761 | $ 11 |
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 | |
Liabilities associated with discontinued operations | $ 750,000 |
Intangible assets consist of th
Intangible assets consist of the following (in thousands): (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Less accumulated amortization | $ (2,165) | $ (2,072) |
Finite lived intangible assets net | 44 | 12 |
Goodwill | 419 | 419 |
Intangible assets, net | 463 | 431 |
Touchpoint Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 2,084 | $ 2,084 |
G B T License [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 125 |
Schedule of convertible loans p
Schedule of convertible loans payable (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||
Sep. 23, 2022 | Jul. 18, 2022 | Jun. 07, 2022 | Apr. 11, 2022 | Mar. 29, 2022 | Dec. 10, 2021 | Nov. 03, 2021 | Oct. 29, 2021 | Oct. 02, 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 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||||||||||||||||||||||||
Number of value issued for services | $ 20 | $ 180 | $ 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 | |||||||||||||||||||||||
Convertible Loan Payable [Member] | ||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||
Debt outstanding | $ 2,434,298 | $ 2,186,188 | ||||||||||||||||||||||
Unamortized debt discount | 621,724 | 676,644 | ||||||||||||||||||||||
Notes payable, net of discounts | 1,812,574 | 1,509,544 | ||||||||||||||||||||||
Bespoke Growth Partners [Member] | Convertible Loan Payable2 [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 Payable1 [Member] | ||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||
Maturity date | May 21, 2020 | |||||||||||||||||||||||
Geneva Roth Remark Holdings inc [Member] | Convertible Loan Payable9 [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 Payable8 [Member] | ||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||
Debt outstanding | 85,000 | |||||||||||||||||||||||
Geneva Roth Remark Holdings inc [Member] | Convertible Loan Payable10 [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 Payable11 [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 Payable12 [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 C2 [Member] | Convertible Loan Payable [Member] | ||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||
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 September 30, 2022 was $200,000 | |||||||||||||||||||||||
Debt interest percentage | 10% | |||||||||||||||||||||||
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 outstanding | $ 9,053 | 11,713 | ||||||||||||||||||||||
Debt interest percentage | 1% | |||||||||||||||||||||||
Repayments of convertible debt | $ 22,425 | |||||||||||||||||||||||
Glen Eagles L P [Member] | Convertible Loan Payable1 [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 | 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 September 30, 2022 is $1,750 | |||||||||||||||||||||||
Mast Hill Fund L L P [Member] | Convertible Loan Payable1 [Member] | ||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||
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 | ||||||||||||||||||||||
Debt interest percentage | 10% | |||||||||||||||||||||||
Mast Hill Fund L L P [Member] | Convertible Loan Payable [Member] | ||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||
Debt outstanding | 378,366 | $ 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 September 30, 2022 is $378,366 | ||||||||||||||||||||||
Mast Hill Fund L L P1 [Member] | Convertible Loan Payable2 [Member] | ||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||
Debt outstanding | 225,000 | |||||||||||||||||||||||
Mast Hill Fund L L P1 [Member] | Convertible Loan Payable1 [Member] | ||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||
Debt outstanding | 275,000 | |||||||||||||||||||||||
Debt interest percentage | 10% | 10% | ||||||||||||||||||||||
Mast Hill Fund L L P1 [Member] | Convertible Loan Payable [Member] | ||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||
Debt outstanding | 625,000 | |||||||||||||||||||||||
Debt principal amount | $ 625,000 | |||||||||||||||||||||||
Debt interest percentage | 10% | |||||||||||||||||||||||
Mast Hill Fund L L P2 [Member] | Convertible Loan Payable [Member] | ||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||
Debt principal amount | $ 275,000 | |||||||||||||||||||||||
Mast Hill Fund L L P3 [Member] | Convertible Loan Payable [Member] | ||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||
Debt principal amount | $ 225,000 | |||||||||||||||||||||||
Mast Hill Fund L L P4 [Member] | Convertible Loan Payable2 [Member] | ||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||
Debt outstanding | 115,000 | |||||||||||||||||||||||
Mast Hill Fund L L P4 [Member] | Convertible Loan Payable1 [Member] | ||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||
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 $0.0012 per share of common stock. On June 7, 2022 the Company issued 95,840,000 warrants, convertible into 95,840,000 shares of common stock at $0.002 per share until July 18, 2027, as loan commitment fees. The Company also issued 95,840,000 special warrants, convertible into 95,840,000 shares of common stock at $0.0012 per share. These special warrants are additional security against default on repayment of the promissory note. The balance outstanding as of September 30, 2022 is $115,000 | |||||||||||||||||||||||
Mast Hill Fund L L P4 [Member] | Convertible Loan Payable [Member] | ||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||
Debt principal amount | $ 115,000 | |||||||||||||||||||||||
Debt interest percentage | 10% | |||||||||||||||||||||||
Mast Hill Fund L L P5 [Member] | Convertible Loan Payable2 [Member] | ||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||
Debt outstanding | 71,000 | |||||||||||||||||||||||
Mast Hill Fund L L P5 [Member] | Convertible Loan Payable1 [Member] | ||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||
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 $0.0012 per share of common stock. On September 23, 2022 the Company issued 100,000,000 warrants, convertible into 100,000,000 shares of common stock at $0.0006 per share until September 23, 2027, as loan commitment fees. The Company also issued 100,000,000 special warrants, convertible into 100,000,000 shares of common stock at $0.0006 per share. These special warrants are additional security against default on repayment of the promissory note. The balance outstanding as of September 30, 2022 is $71,000 | |||||||||||||||||||||||
Mast Hill Fund L L P5 [Member] | Convertible Loan Payable [Member] | ||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||
Debt principal amount | $ 71,000 | |||||||||||||||||||||||
Debt interest percentage | 10% | |||||||||||||||||||||||
Talos Victory Fund L L C [Member] | Convertible Loan Payable1 [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 | $ 325,904 | $ 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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | ||
Beginning balance ( in shares) | 52,647,727 | |
Granted | 666,574,000 | 72,814,394 |
Exchanged for common shares | (93,613,054) | (20,166,667) |
Ending balance ( in shares) | 625,608,673 | 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 nine months ended September 30, 2022 are as follows: (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares | |
Equity [Abstract] | |
Strike price | 0.002 |
Term (years) | 5 years |
Volatility | 150% |
Risk free rate | 3% |
Share Capital (Details Narrativ
Share Capital (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Oct. 30, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 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 | 30,000,000,000 | 30,000,000,000 | 30,000,000,000 | |||||
Common stock, par value (in dollars per share) | $ 0.000001 | $ 0.000001 | $ 0.000001 | |||||
Value of shares issued | $ 53 | $ 88 | $ 321 | |||||
Fair value amount | 20 | $ 180 | $ 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 | |||||||
Fair value amount | $ 54,275 | |||||||
Common stock on cashless conversion | 543,438,155 | |||||||
Common stock, with a fair value | 828,950,146 | |||||||
Common stock on cashless conversion | 49,738,053 | |||||||
Common Stock [Member] | Licensing Agreements [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock on cashless conversion | 10,000,000 | |||||||
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 | |||||||
Fair value amount | 20,000 | |||||||
Stock issued partial settlement of amounts owing | 757,285 | |||||||
Amount of common stock on cashless conversion | 49,738,053 | |||||||
Common Stock [Member] | Warrants [Member] | Licensing Agreements [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Value of shares issued | $ 125,000 | |||||||
Warrant [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Issue of warrants | 666,574,000 | |||||||
Special warrent issued | 808,340,000 | |||||||
Common stock purchase price | $ 0.002 | $ 0.0006 | ||||||
Warrant [Member] | Talos Victory Fund L L C [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Issue of warrants | 93,613,054 | |||||||
Minimum [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common Stock, authorized | 750,000,000 | 750,000,000 | ||||||
Increasing the number of warrants | $ 6,500,000 | |||||||
Maximum [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common Stock, authorized | 30,000,000,000 | 30,000,000,000 | ||||||
Increasing the number of warrants | $ 44,484,000 | |||||||
Series A Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares | 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] | ||||||||
Number of shares | 1,000,000 | 1,000,000 | ||||||
Preferred stock par value | $ 1 | $ 1 | ||||||
Issuance of preferred shares | 462,000 | |||||||
Value of shares issued | $ 462,000 | |||||||
Prefreered stock conversion to common stock | 304,751 | |||||||
Series C Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares | 600,000 | 600,000 | ||||||
Preferred stock par value | $ 1 | $ 1 | ||||||
Conversion share price | $ 0.0015 | $ 0.0015 | ||||||
Preferred Stock Dividends, Shares | 600,000 | |||||||
Settlement amount of share | $ 600,000 | |||||||
Series C Preferred Stock [Member] | Mark White [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Settlement amount of share | 500,000 | |||||||
Series C Preferred Stock [Member] | Martin Ward [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Settlement amount of share | $ 100,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) | Sep. 30, 2022 shares |
Share-Based Payment Arrangement [Abstract] | |
Option outstanding | 0 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 2 Months Ended | ||
Nov. 17, 2022 | Oct. 18, 2022 | Sep. 30, 2022 | |
Subsequent Event [Line Items] | |||
Issued a warrant | 0 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Issuance of promissory note | $ 71,000 | ||
OID rate | 10% | ||
Accrued interest rate | 12% | ||
Issued a warrant | 100 | ||
Warrants term | 5 years | ||
Warrants exercise price | $ 0.0002 | ||
Subsequent Event [Member] | Securities Loaned [Member] | |||
Subsequent Event [Line Items] | |||
Issued a warrant | 100 | ||
Warrants term | 5 years | ||
Warrants exercise price | $ 0.0002 | ||
Subsequent Event [Member] | Common Stock [Member] | |||
Subsequent Event [Line Items] | |||
Amount of convertible loan notes | $ 470,466 | ||
Loan notes converted in common stock | 1,748,822,857 |