Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 19, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | One Horizon Group, Inc. | |
Entity Central Index Key | 0000225211 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 | |
Entity Current reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Common Stock Shares Outstanding | 95,766,169 | |
Entity File Number | 001-36530 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State Country Code | DE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 847 | $ 353 |
Accounts receivable, net | 244 | 325 |
Prepaid compensation | 550 | 550 |
Investment | 100 | 100 |
Other receivable | 510 | 2,022 |
Advances to acquisition target | 196 | 70 |
Deferred production costs | 19 | 87 |
Other current assets | 454 | 386 |
Current assets of continued items | 2,920 | 3,893 |
Current assets of discontinued items | 129 | |
Total current assets | 2,920 | 4,022 |
Property and equipment, net | 37 | 3 |
Intangible assets, net | 2,924 | 3,184 |
Goodwill | 2,213 | 2,213 |
Prepaid compensation, net of current portion | 1,192 | 1,467 |
Non current assets of discontinued operations | 36 | |
Total assets | 9,286 | 10,925 |
Current liabilities: | ||
Accounts payable | 430 | 334 |
Accrued expenses | 315 | 156 |
Accrued compensation | 203 | 181 |
Deferred income | 15 | 177 |
Notes payable | 121 | 101 |
Amount due to related parties | 205 | 205 |
Promissory notes, related parties | 1,500 | 1,000 |
Current liabilities of continued operations | 2,789 | 2,154 |
Current liabilities of discontinued operations | 301 | |
Total current liabilities | 2,789 | 2,455 |
Long-term liabilities | ||
Equipment note payable | 28 | |
Total liabilities | 2,817 | 2,455 |
Temporary Equity - redeemable common stock outstanding 848,611 | 605 | 605 |
Stockholders' Equity | ||
Preferred stock: $0.0001 par value, authorized 50,000,000; No shares issued and outstanding | ||
Common stock: $0.0001 par value, authorized 200,000,000 shares issued and outstanding 94,609,731 shares as of June 30, 2019 (December 2018 - 87,559,672) | 9 | 8 |
Additional paid-in capital | 62,876 | 62,600 |
Share subscription receivable | (1,425) | (1,425) |
Accumulated (Deficit) | (56,594) | (54,854) |
Accumulated other comprehensive income | (24) | (35) |
Total One Horizon Group, Inc. stockholders' equity | 4,842 | 6,294 |
Non-controlling interest | 1,022 | 1,571 |
Total stockholders' equity | 5,864 | 7,865 |
Total liabilities and stockholders' equity | $ 9,286 | $ 10,925 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Redeemable common stock outstanding | 848,611 | 848,611 |
Preferred stock: par value | $ 0.0001 | $ 0.0001 |
Preferred stock: authorized | 50,000,000 | 50,000,000 |
Preferred stock: issued | ||
Preferred stock: outstanding | ||
Common stock: par value | $ 0.0001 | $ 0.0001 |
Common stock: authorized | 200,000,000 | 200,000,000 |
Common stock: issued | 94,609,731 | 87,559,672 |
Common stock: outstanding | 94,609,731 | 87,559,672 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Revenue | $ 253 | $ 270 | $ 454 | $ 544 |
Cost of revenue: | ||||
Total cost of revenue | 303 | 673 | 545 | 1,078 |
Gross deficit | (50) | (403) | (91) | (534) |
Expenses: | ||||
General and administrative | 1,078 | 1,716 | 2,262 | 3,126 |
Depreciation | 5 | 1 | 6 | 1 |
Acquisition services | 1,094 | 1,874 | ||
Total expenses | 1,083 | 2,811 | 2,268 | 5,001 |
Loss from operations | (1,133) | (3,214) | (2,359) | (5,535) |
Other income and expense: | ||||
Interest expense | (16) | (17) | (32) | (390) |
Foreign exchange | (1) | (1) | (2) | (1) |
Other income | 553 | |||
Total other income and expense | (17) | (18) | 519 | (391) |
Loss on continuing operations | (1,150) | (3,232) | (1,840) | (5,926) |
Loss from discontinued operations | (296) | (296) | ||
Net loss for the period | (1,150) | (3,528) | (1,840) | (6,222) |
Net loss attributable to non-controlling interest | 66 | 346 | 100 | 466 |
Net loss attributable to One Horizon Group Inc. common stockholders | $ (1,084) | $ (3,182) | $ (1,740) | $ (5,756) |
Earnings per share | ||||
Basic and diluted net loss per share - continuing operations | $ (0.01) | $ (0.08) | $ (0.02) | $ (0.16) |
Basic and diluted net loss per share - discontinued operations | $ (0.01) | $ (0.01) | ||
Weighted average number of shares outstanding | ||||
Basic and diluted | 90,028 | 41,366 | 89,223 | 36,902 |
Software And Production Costs [Member] | ||||
Cost of revenue: | ||||
Total cost of revenue | $ 88 | $ 17 | $ 170 | $ 17 |
Amortization Of Intangible Assets [Member] | ||||
Cost of revenue: | ||||
Total cost of revenue | $ 215 | $ 656 | $ 375 | $ 1,061 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (1,084) | $ (3,182) | $ (1,740) | $ (5,756) |
Other comprehensive income: | ||||
Foreign currency translation adjustment loss | 11 | (14) | ||
Total comprehensive loss | $ (1,084) | $ (3,182) | $ (1,729) | $ (5,770) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Equity (unaudited) - USD ($) $ in Thousands | Mezzanine Equity | Common Stock | Additional Paid-In | Stock Subscription Receivable | Accumulated Deficit | Accumulated OCI | Stock subscription receivable | Non-Controlling Interest | Total |
Balance at beginning at Dec. 31, 2017 | $ 3 | $ 48,356 | $ (41,085) | $ (22) | $ 7,252 | ||||
Balance at beginning (in shares) at Dec. 31, 2017 | 30,255 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (2,574) | (120) | (2,694) | ||||||
Foreign currency translation | (1) | (1) | |||||||
Issuance of shares for services | $ 199 | 728 | 728 | ||||||
Issuance of shares for services (in shares) | 171 | 476 | |||||||
Issuance of shares for acquisitions | $ 2,333 | 2,507 | 1,353 | 3,860 | |||||
Issuance of shares for acquisitions (in shares) | |||||||||
Issuance of shares for exercise of warrants | 563 | 563 | |||||||
Issuance of shares for exercise of warrants (in shares) | 750 | ||||||||
Issuance of shares for conversion of debt | $ 406 | ||||||||
Issuance of shares for conversion of debt (in shares) | 677 | ||||||||
Conversion benefit on convertible notes | 200 | 200 | |||||||
Increase in service compensation due to change in change in exercise price | |||||||||
Issuance of shares for cash | |||||||||
Issuance of shares for cash (in Shares) | |||||||||
Balance at ending at Mar. 31, 2018 | $ 605 | $ 3 | 52,354 | (43,659) | (23) | 1,233 | 9,908 | ||
Balance at ending (in shares) at Mar. 31, 2018 | 848 | 33,814 | |||||||
Balance at beginning at Dec. 31, 2017 | $ 3 | 48,356 | (41,085) | (22) | 7,252 | ||||
Balance at beginning (in shares) at Dec. 31, 2017 | 30,255 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Foreign currency translation | (14) | ||||||||
Balance at ending at Jun. 30, 2018 | $ 605 | $ 4 | 62,627 | (46,841) | (36) | (370) | 5,824 | 21,208 | |
Balance at ending (in shares) at Jun. 30, 2018 | 848 | 51,354 | |||||||
Balance at beginning at Mar. 31, 2018 | $ 605 | $ 3 | 52,354 | (43,659) | (23) | 1,233 | 9,908 | ||
Balance at beginning (in shares) at Mar. 31, 2018 | 848 | 33,814 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (3,182) | (346) | (3,528) | ||||||
Foreign currency translation | (13) | ||||||||
Issuance of shares for services | 2,897 | 2,897 | |||||||
Issuance of shares for services (in shares) | 4,619 | ||||||||
Issuance of shares for acquisitions | $ 1 | 5,422 | 4,937 | 10,360 | |||||
Issuance of shares for acquisitions (in shares) | 7,794 | ||||||||
Issuance of shares for exercise of warrants | $ 2,700 | 795 | (370) | 425 | |||||
Issuance of shares for exercise of warrants (in shares) | |||||||||
Increase in service compensation due to change in change in exercise price | 403 | 403 | |||||||
Issuance of shares for cash | $ 1,750 | 350 | 350 | ||||||
Issuance of shares for cash (in Shares) | |||||||||
Issuance of shares for exercise of convertible promissory notes | 406 | 406 | |||||||
Issuance of shares for exercise of convertible promissory notes (in shares) | 677 | ||||||||
Balance at ending at Jun. 30, 2018 | $ 605 | $ 4 | 62,627 | (46,841) | (36) | (370) | 5,824 | 21,208 | |
Balance at ending (in shares) at Jun. 30, 2018 | 848 | 51,354 | |||||||
Balance at beginning at Dec. 31, 2018 | $ 605 | $ 8 | 62,600 | (1,425) | (54,854) | (35) | 1,571 | 7,865 | |
Balance at beginning (in shares) at Dec. 31, 2018 | 848 | 87,560 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (656) | (34) | (690) | ||||||
Foreign currency translation | 11 | 11 | |||||||
Disposal of equity in Banana Whale Studios PTE Limited | (449) | (449) | |||||||
Balance at ending at Mar. 31, 2019 | $ 605 | $ 8 | 62,600 | (1,425) | (55,510) | (24) | 1,088 | 6,737 | |
Balance at ending (in shares) at Mar. 31, 2019 | 848 | 87,560 | |||||||
Balance at beginning at Dec. 31, 2018 | $ 605 | $ 8 | 62,600 | (1,425) | (54,854) | (35) | 1,571 | 7,865 | |
Balance at beginning (in shares) at Dec. 31, 2018 | 848 | 87,560 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Foreign currency translation | 11 | ||||||||
Balance at ending at Jun. 30, 2019 | $ 605 | $ 9 | 62,876 | (1,425) | (56,594) | (24) | 1,022 | 5,864 | |
Balance at ending (in shares) at Jun. 30, 2019 | 848 | 94,609 | |||||||
Balance at beginning at Mar. 31, 2019 | $ 605 | $ 8 | 62,600 | (1,425) | (55,510) | (24) | 1,088 | 6,737 | |
Balance at beginning (in shares) at Mar. 31, 2019 | 848 | 87,560 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (1,084) | (66) | (1,150) | ||||||
Shares issuance for contract modification | 127 | 127 | |||||||
Shares issuance for contract modification (in Share) | 2,049 | ||||||||
Shares issued for services to be provided | $ 1 | 149 | 150 | ||||||
Shares issued for services to be provided (in Shares) | 5,000 | ||||||||
Balance at ending at Jun. 30, 2019 | $ 605 | $ 9 | $ 62,876 | $ (1,425) | $ (56,594) | $ (24) | $ 1,022 | $ 5,864 | |
Balance at ending (in shares) at Jun. 30, 2019 | 848 | 94,609 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities: | ||
Net loss for the period | $ (1,840) | $ (5,926) |
Adjustment to reconcile net loss for the period to net cash flows from operating activities: | ||
Depreciation of property and equipment | 6 | 1 |
Amortization of intangible assets | 375 | 1,061 |
Gain on sale of interest in subsidiary | (553) | |
Amortization of beneficial conversion feature | 355 | |
Shares issued for services | 3,282 | |
Shares issued for contract modification | 127 | |
Amortization of shares issued for services | 423 | 624 |
Changes in operating assets and liabilities: | ||
Deferred production costs | 68 | |
Accounts receivable | 71 | (237) |
Other assets | (75) | (476) |
Deferred revenue | (290) | |
Accounts payable and accrued expenses | 287 | (66) |
Net cash flows from continuing operating activities | (1,401) | (1,382) |
Net cash flows from discontinued operating activities | (137) | |
Net cash flows from total operating activities | (1,401) | (1,519) |
Cash used in investing activities: | ||
Cash advances to acquisition target | (126) | |
Proceeds from sale of interest in subsidiary | 1,500 | |
Cash consideration on acquisitions (net of cash acquired) | (108) | |
Acquisition of fixed assets | (40) | (1) |
Net cash flows from continuing investing activities | 1,334 | (109) |
Net cash flows from discontinued investing activities | (1) | |
Net cash flows from total investing activities | 1,334 | (110) |
Cash flows from financing activities: | ||
Proceeds from issuance of shares | 350 | |
Proceeds from exercise of warrants | 988 | |
Proceeds from issuance of convertible notes | 200 | |
Proceeds from loan | 500 | |
Proceeds from finance contracts | 51 | |
Repayment of advances from related parties (net) | (78) | |
Net cash flows from financing activities | 551 | 1,460 |
Increase (decrease) in cash during the period | 484 | (169) |
Foreign exchange effect on cash | 10 | 10 |
Cash at beginning of the period | 353 | 763 |
Cash at end of the period | 847 | 604 |
Non-cash financing transactions: | ||
Common stock issued for business combinations | 14,220 | |
Common stock issued for conversion of debt | $ 406 |
Description of Business, Organi
Description of Business, Organization and Principles of Consolidation | 6 Months Ended |
Jun. 30, 2019 | |
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 One Horizon Group, Inc (“the Company”) has the following three core businesses: (i) 123Wish, Inc. (“123Wish”) – an experience based platform where subscribers have a chance to play and win experiences from celebrities, athletes and artists. (ii) Love Media House, Inc. formerly known as C-Rod, Inc. (“Love Media House”) - a full-service music production, artist representation and digital media business that provides (iii) Browning Productions & Entertainment, Inc. (“Browning Productions”) - a full service video production company and executive producer for all entertainment projects. Browning distributes content on a proprietary Internet/Over-The-Top (“OTT”) content platform that operates in conjunction with Verizon Digital Media Services (“VDMS”). Browning has produced and has ownership rights to several national and international television programs currently airing on a number of acclaimed television networks. Browning’s team is comprised of award-winning professionals and offers end-to-end marketing services. In February 2019, the Company entered into an agreement to acquire a majority interest in Maham LLC, an innovative, technology driven yoga studio concept, which the Company expects to close during the third quarter of 2019. The Company is based in the United States of America, Hong Kong, Singapore, China 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 Securities and Exchange Commission’ instructions. 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 Securities and Exchange Commission’s rules and regulations. These unaudited interim 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, 2018, as filed with the Securities and Exchange Commission on April 15, 2019. Current Structure of the Company The Company has the following subsidiaries: Subsidiary name % Owned ● 123Wish, Inc. 51 % ● One Horizon Hong Kong Ltd 100 % ● Horizon Network Technology Co. Ltd 100 % ● Love Media House, Inc 100 % ● Browning Productions & Entertainment, Inc. 51 % In addition to the subsidiaries listed above, Suzhou Aishuo Network Information Co., Ltd (“Suzhou Aishuo”) is a limited liability company, organized in China and controlled by the Company via various contractual arrangements. Suzhou Aishuo is treated as one of our subsidiaries for financial reporting purposes in accordance with GAAP. All significant intercompany balances and transactions have been eliminated in consolidation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Liquidity and Capital Resources Historically, the Company has incurred net losses and negative cash flows from operations which raise substantial doubt about the Company's ability to continue as a going concern. The Company has principally financed these losses from the sale of equity securities and the issuance of debt instruments. The Company may be required to raise additional funds through various sources, such as equity and debt financings. While the Company believes it is probable that such financings could be secured, there can be no assurance the Company will be able to secure additional sources of funds to support its operations, or if such funds are available, that such additional financing will be sufficient to meet the Company's needs or on terms acceptable to us. At June 30, 2019, the Company had cash of approximately $847,000. Together with the Company's current operational plan and budget, the Company believes that it is probable that it will have sufficient cash to fund its operations into at least the fourth quarter of 2020. However, actual results could differ materially from the Company's projections. On August 5 th However, actual results could materially differ from the Company's projections. Accordingly, the Company may be required to raise additional funds through various sources. While the Company believes it is probable that such financings could be secured, there can be no assurance that 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. Foreign Currency Translation The reporting currency of the Company is the United States dollar. Assets and liabilities other than those denominated in U.S. dollars, primarily in Singapore, the United Kingdom and China, are translated into United States dollars at the rate of exchange at the balance sheet date. Revenues and expenses are translated at the average rate of exchange throughout the period. Gains or losses from these translations are reported as a separate component of other comprehensive income (loss) until all or a part of the investment in the subsidiaries is sold or liquidated. The translation adjustments do not recognize the effect of income tax because the Company expects to reinvest the amounts indefinitely in operations. Transaction gains and losses that arise from exchange-rate fluctuations on transactions denominated in a currency other than the functional currency are included in general and administrative expenses. Accounts Receivable, Revenue Recognition and Concentrations Performance Obligations Revenue Recognition 1. 123Wish derives income from user subscriptions, sale of merchandise, sale of tickets for experiences with social media influencers and artists, and the sale of corporate sponsorships, each of which is a separate performance obligation. User subscriptions cover a defined period of time (typically one month) and the revenue is recognized as the Company satisfies the requisite performance obligation (over the defined subscription period). Sale of merchandise and tickets are recognized when the customer has paid for the item and when the merchandise and/or ticket has been delivered to the customer. Corporate sponsorship packages are non-refundable and relate to brand association. The Company has no further service deliverable to the sponsor and the revenue is recognized when the agreement is entered into by both parties and the required marketing materials have been delivered to the corporate sponsor for their use. 2. Love Media House derives income from recording and video services. Income is recognized when the recording and video services are performed and the final customer product is delivered and the point at which the performance obligation is satisfied. These revenues are non-refundable. 3. Browning Production & Entertainment, Inc derives income from the advertising associated with the airing of television series produced by BP&E and also license income from the show of series on certain channels based on the number of viewers attracted. Advertising revenue is recognized when the series to which the advertising relates is aired. The Company does not have off-balance sheet credit exposure related to its customers. As of June 30, 2019 three customers accounted for 76% of the accounts receivable balance and as of December 31, 2018, three customers accounted for 68% of the accounts receivable balance. Three customers accounted for 34% of the revenue for the six months ended June 30, 2019 and one customer accounted for 82% of the revenue for the six months ended June 30, 2018. Income Taxes The Company continually evaluates its uncertain income tax positions and may record a liability for any unrecognized tax benefits resulting from uncertain income tax positions taken or expected to be taken in an income tax return. Estimated interest and penalties are recorded as a component of interest expense and other expense, respectively. Because tax laws are complex and subject to different interpretations, significant judgment is required. As a result, the Company makes certain estimates and assumptions in: (1) calculating its income tax expense, deferred tax assets, and deferred tax liabilities; (2) determining any valuation allowance recorded against deferred tax assets; and (3) evaluating the amount of unrecognized tax benefits, as well as the interest and penalties related to such uncertain tax positions. The Company's estimates and assumptions may differ significantly from tax benefits ultimately realized. Historically the Company has not filed income tax returns and the related required informational filings in the US. Certain informational filings if not filed contain penalties and such penalties could be material. The Company is currently addressing this issue with advisors to determine the amount, if any, of potential payments due. Given the complexity of the issue the Company is unable to quantify a range of potential loss, if any. Accordingly no liability has been recorded in the accompanying consolidated balance sheets in respect of this matter. Net Loss per Share Basic net loss per share is calculated by dividing the net loss attributable to common shareholders by the weighted average number of common shares outstanding in the period. Diluted loss per share takes into consideration common shares outstanding (computed under basic loss per share) and potentially dilutive securities. For the three and six month periods ended June 30, 2019 and 2018, outstanding warrants are antidilutive because of net losses, and as such, their effect has not been included in the calculation of diluted net loss per share. Common shares issuable are considered outstanding as of the original approval date for purposes of earnings per share computations. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the fiscal period. The Company makes estimates for, among other items, useful lives for depreciation and amortization, determination of future cash flows associated with impairment testing for long-lived assets, determination of the fair value of stock options and warrants, determining fair values of assets acquired and liabilities assumed in business combinations, valuation allowance for deferred tax assets, allowances for doubtful accounts, and potential income tax assessments and other contingencies. The Company bases its estimates on historical experience, current conditions, and other assumptions that it believes to be reasonable under the circumstances. Actual results could differ from those estimates and assumptions. Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, "Leases," which created a new Topic, ASC Topic 842 and established the core principle that a lessee should recognize the assets, representing rights-of-use, and liabilities to make lease payments, that arise from leases. For leases with a term of 12 months or less, a lessee is permitted to make an election under which such assets and liabilities would not be recognized, and lease expense would be recognized generally on a straight-line basis over the lease term. This standard is effective for the Company beginning in 2019 and was adopted by the Company for the year beginning January 1, 2019. The Company has evaluated the impact of this revised guidance on its financial statements and determined it had no material impact, as the Company has no leasing arrangements with terms greater than one year. Share-Based Compensation The Company accounts for stock-based awards at fair value on date of grant and recognition of compensation over the service period for awards expected to vest. The fair value of stock options is determined using the Black-Scholes option pricing model, which includes subjective judgements about the expected life of the awards, forfeiture rates and stock price volatility. |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued operations | Note 3. Discontinued operations In November 2018 the management of the Company’s then 51% controlled subsidiary, Banana Whale Studios PTE Ltd. (“BWS”), entered into discussions whereby the Company would sell its shares of BWS to a third party. Under the agreement, which has an effective date of January 1, 2019, the Company received cash of $1,500,000 and a promissory note of $500,000 and the return of the 7,383,000 Company shares issued on acquisition. The Company shares are held in Escrow for a minimum of three months to secure certain warranties given by the Company on closure. The Company realized a gain of $553,000 on the sale of its 51% interest is BWS during the six months ended June 30, 2019. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 4. Intangible Assets Intangible assets consists of the following (in thousands): June 30 December 31 2019 2018 Horizon software $ 567 $ 548 Social online application software 2,307 2,307 Customer lists 997 900 3,871 3,755 Less accumulated amortization (947 ) (571 ) Intangible assets, net $ 2,924 $ 3,184 |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Note 5. Goodwill Goodwill consists of the following (in thousands): June 30 December 31 2019 2018 123Wish, Inc. $ 419 $ 419 Love Media House, Inc. 1,172 1,172 Browning Productions & Entertainment, Inc. 622 622 $ 2,213 $ 2,213 |
Equipment Note Payable
Equipment Note Payable | 6 Months Ended |
Jun. 30, 2019 | |
Long-term Debt, Unclassified [Abstract] | |
Equipment Note Payable | Note 6. Equipment Note Payable During the six months ended June 30, 2019, the Company financed the purchase of certain production equipment through a five year finance contract payable at $830 per month including interest of approximately 20% per annum. |
Amounts due to Related Parties
Amounts due to Related Parties | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Amounts due to Related Parties | Note 7. Amounts due to Related Parties As of June 30, 2019, amounts totaling $205,000 (December 31, 2018 - $205,000) were owed to certain members of the management at subsidiary companies. The amounts are unsecured, interest free and have no specified repayment dates. |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 8. Notes Payable a) 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, are due for repayment on August 31, 2019. b) Short term loan The loan payable in the amount of $500,000 is due to Century River, a company controlled by the Company’s CEO, Mark White. This loan is due on demand and bears interest of 3% per annum. c) Other notes payable. Notes payable by Browning Productions & Entertainment, Inc. totaling $121,000 are due to unrelated parties and are repayable on demand and interest bearing at average rates of 5.4% per year. |
Share Capital
Share Capital | 6 Months Ended |
Jun. 30, 2019 | |
Stockholders' Equity Note [Abstract] | |
Share Capital | Note 9. Share Capital Common Stock The Company is authorized to issue 200 million shares of common stock, par value of $0.0001. During the six months ended June 30, 2019 the Company issued shares of common stock as follows: · 2,048,334 shares of common stock, with a fair value of $126,760, as additional compensation related to acquisition of Browning Production & Entertainment. · 5,000,000 shares of common stock, with a fair value of $150,000, for consulting services to be provided. Stock Purchase Warrants As at June 30, 2019, the Company had reserved 185,169 shares of its common stock for the outstanding warrants with weighted average exercise price of $0.80. Such warrants expire at various times through July 2020. During the six months ended June 30, 2019, no warrants were issued, forfeited or exercised. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 10. Stock-Based Compensation The shareholders approved a stock option plan on August 6, 2013, the 2013 Equity Incentive Plan (“2013 Plan”). The 2013 Plan is 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 have been no options issued in the six months ended June 30, 2019 and 2018 and there are no options outstanding as at June 30, 2019. In March 2018 the Company adopted an 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, 2019, no common stock of the Company was issued under the 2018 Plan. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Liquidity and Capital Resources | Liquidity and Capital Resources Historically, the Company has incurred net losses and negative cash flows from operations which raise substantial doubt about the Company's ability to continue as a going concern. The Company has principally financed these losses from the sale of equity securities and the issuance of debt instruments. The Company may be required to raise additional funds through various sources, such as equity and debt financings. While the Company believes it is probable that such financings could be secured, there can be no assurance the Company will be able to secure additional sources of funds to support its operations, or if such funds are available, that such additional financing will be sufficient to meet the Company's needs or on terms acceptable to us. At June 30, 2019, the Company had cash of approximately $847,000. Together with the Company's current operational plan and budget, the Company believes that it is probable that it will have sufficient cash to fund its operations into at least the fourth quarter of 2020. However, actual results could differ materially from the Company's projections. On August 5 th However, actual results could materially differ from the Company's projections. Accordingly, the Company may be required to raise additional funds through various sources. While the Company believes it is probable that such financings could be secured, there can be no assurance that 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. |
Foreign Currency Translation | Foreign Currency Translation The reporting currency of the Company is the United States dollar. Assets and liabilities other than those denominated in U.S. dollars, primarily in Singapore, the United Kingdom and China, are translated into United States dollars at the rate of exchange at the balance sheet date. Revenues and expenses are translated at the average rate of exchange throughout the period. Gains or losses from these translations are reported as a separate component of other comprehensive income (loss) until all or a part of the investment in the subsidiaries is sold or liquidated. The translation adjustments do not recognize the effect of income tax because the Company expects to reinvest the amounts indefinitely in operations. Transaction gains and losses that arise from exchange-rate fluctuations on transactions denominated in a currency other than the functional currency are included in general and administrative expenses. |
Accounts Receivable, Revenue Recognition and Concentrations | Accounts Receivable, Revenue Recognition and Concentrations Performance Obligations Revenue Recognition 1. 123Wish derives income from user subscriptions, sale of merchandise, sale of tickets for experiences with social media influencers and artists, and the sale of corporate sponsorships, each of which is a separate performance obligation. User subscriptions cover a defined period of time (typically one month) and the revenue is recognized as the Company satisfies the requisite performance obligation (over the defined subscription period). Sale of merchandise and tickets are recognized when the customer has paid for the item and when the merchandise and/or ticket has been delivered to the customer. Corporate sponsorship packages are non-refundable and relate to brand association. The Company has no further service deliverable to the sponsor and the revenue is recognized when the agreement is entered into by both parties and the required marketing materials have been delivered to the corporate sponsor for their use. 2. Love Media House derives income from recording and video services. Income is recognized when the recording and video services are performed and the final customer product is delivered and the point at which the performance obligation is satisfied. These revenues are non-refundable. 3. Browning Production & Entertainment, Inc derives income from the advertising associated with the airing of television series produced by BP&E and also license income from the show of series on certain channels based on the number of viewers attracted. Advertising revenue is recognized when the series to which the advertising relates is aired. The Company does not have off-balance sheet credit exposure related to its customers. As of June 30, 2019 three customers accounted for 76% of the accounts receivable balance and as of December 31, 2018, three customers accounted for 68% of the accounts receivable balance. Three customers accounted for 34% of the revenue for the six months ended June 30, 2019 and one customer accounted for 82% of the revenue for the six months ended June 30, 2018. |
Income Taxes | Income Taxes The Company continually evaluates its uncertain income tax positions and may record a liability for any unrecognized tax benefits resulting from uncertain income tax positions taken or expected to be taken in an income tax return. Estimated interest and penalties are recorded as a component of interest expense and other expense, respectively. Because tax laws are complex and subject to different interpretations, significant judgment is required. As a result, the Company makes certain estimates and assumptions in: (1) calculating its income tax expense, deferred tax assets, and deferred tax liabilities; (2) determining any valuation allowance recorded against deferred tax assets; and (3) evaluating the amount of unrecognized tax benefits, as well as the interest and penalties related to such uncertain tax positions. The Company’s estimates and assumptions may differ significantly from tax benefits ultimately realized. Historically the Company has not filed income tax returns and the related required informational filings in the US. Certain informational filings if not filed contain penalties and such penalties could be material. The Company is currently addressing this issue with advisors to determine the amount, if any, of potential payments due. Given the complexity of the issue the Company is unable to quantify a range of potential loss, if any. Accordingly no liability has been recorded in the accompanying consolidated balance sheets in respect of this matter. |
Net Loss per Share | Net Loss per Share Basic net loss per share is calculated by dividing the net loss attributable to common shareholders by the weighted average number of common shares outstanding in the period. Diluted loss per share takes into consideration common shares outstanding (computed under basic loss per share) and potentially dilutive securities. For the three and six month periods ended June 30, 2019 and 2018, outstanding warrants are antidilutive because of net losses, and as such, their effect has not been included in the calculation of diluted net loss per share. Common shares issuable are considered outstanding as of the original approval date for purposes of earnings per share computations. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the fiscal period. The Company makes estimates for, among other items, useful lives for depreciation and amortization, determination of future cash flows associated with impairment testing for long-lived assets, determination of the fair value of stock options and warrants, determining fair values of assets acquired and liabilities assumed in business combinations, valuation allowance for deferred tax assets, allowances for doubtful accounts, and potential income tax assessments and other contingencies. The Company bases its estimates on historical experience, current conditions, and other assumptions that it believes to be reasonable under the circumstances. Actual results could differ from those estimates and assumptions. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, “Leases,” which created a new Topic, ASC Topic 842 and established the core principle that a lessee should recognize the assets, representing rights-of-use, and liabilities to make lease payments, that arise from leases. For leases with a term of 12 months or less, a lessee is permitted to make an election under which such assets and liabilities would not be recognized, and lease expense would be recognized generally on a straight-line basis over the lease term. This standard is effective for the Company beginning in 2019 and was adopted by the Company for the year beginning January 1, 2019. The Company has evaluated the impact of this revised guidance on its financial statements and determined it had no material impact, as the Company has no leasing arrangements with terms greater than one year. |
Share-Based Compensation | Share-Based Compensation The Company accounts for stock-based awards at fair value on date of grant and recognition of compensation over the service period for awards expected to vest. The fair value of stock options is determined using the Black-Scholes option pricing model, which includes subjective judgements about the expected life of the awards, forfeiture rates and stock price volatility. |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | June 30 December 31 2019 2018 Horizon software $ 567 $ 548 Social online application software 2,307 2,307 Customer lists 997 900 3,871 3,755 Less accumulated amortization (947 ) (571 ) Intangible assets, net $ 2,924 $ 3,184 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | June 30 December 31 2019 2018 123Wish, Inc. $ 419 $ 419 Love Media House, Inc. 1,172 1,172 Browning Productions & Entertainment, Inc. 622 622 $ 2,213 $ 2,213 |
Description of Business, Orga_2
Description of Business, Organization and Principles of Consolidation (Details) | Jun. 30, 2019 |
123Wish, Inc. [Member] | |
Ownership percentage acquired | 51.00% |
One Horizon Hong Kong Ltd [Member] | |
Ownership percentage acquired | 100.00% |
Horizon Network Technology Co. Ltd [Member] | |
Ownership percentage acquired | 100.00% |
Love Media House, Inc. [Member] | |
Ownership percentage acquired | 100.00% |
Browning Productions & Entertainment, Inc. [Member] | |
Ownership percentage acquired | 51.00% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Aug. 05, 2019 | Jun. 30, 2019USD ($)Number | Jun. 30, 2018USD ($)Number | Dec. 31, 2018USD ($)Number | Dec. 31, 2017USD ($) | |
Summary of significant accounting policies (Textual) | |||||
Cash | $ | $ 847 | $ 604 | $ 353 | $ 763 | |
Customer Concentration Risk [Member] | Accounts receivable [Member] | |||||
Summary of significant accounting policies (Textual) | |||||
Number of customers | 3 | 3 | |||
Percentage of concentration risk | 76.00% | 68.00% | |||
Customer Concentration Risk [Member] | Revenue [Member] | |||||
Summary of significant accounting policies (Textual) | |||||
Number of customers | 3 | 1 | |||
Percentage of concentration risk | 34.00% | 82.00% | |||
Equity Purchase Agreement [Member] | Crown Bridge Partners, LLC [Member] | Subsequent Event [Member] | |||||
Summary of significant accounting policies (Textual) | |||||
Description of committed to purchase | The Company entered into an Equity Purchase agreement with Crown Bridge Partners, LLC ("Crown"), whereby Crown are committed to purchase up to $10.0 million of new common stock from the Company at the Company's option during the next three years. The amount is determined by the market value of trades and priced at an 18% discount to average market price. As of today no shares have been sold under the Crown Equity Purchase plan. In coordination with the Equity Purchase agreement the Company entered into a six month loan with Labrys Fund, LP of $180,000 issued at a 10% original issue discount, the Company therefore received net proceeds of $162,000. and an annual coupon rate of 12%. |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Thousands | Feb. 04, 2019 | Jan. 02, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Nov. 30, 2018 |
Discontinued operations (Textual) | |||||
Cash | $ 108 | ||||
Banana Whale Studios PTE Ltd [Member] | |||||
Discontinued operations (Textual) | |||||
Number of shares issued upon acquistion | 7,383,000 | ||||
Cash | $ 1,500 | ||||
Promissory notes payable | $ 500 | ||||
Banana Whale Studios PTE Ltd [Member] | Discontinued Operations [Member] | |||||
Discontinued operations (Textual) | |||||
Ownership percentage acquired | 51.00% | 51.00% | |||
Gain on disposition of business | $ 553 | ||||
Browning Productions And Entertainment, Inc. [Member] | |||||
Discontinued operations (Textual) | |||||
Ownership percentage acquired | 51.00% | ||||
Love Media House, Inc. (formerly C-Rod, Inc.) | |||||
Discontinued operations (Textual) | |||||
Ownership percentage acquired | 100.00% | ||||
123Wish, Inc. [Member] | |||||
Discontinued operations (Textual) | |||||
Ownership percentage acquired | 51.00% |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Intangible Assets (Textual) | ||
Intangible assets, gross | $ 3,871 | $ 3,755 |
Less accumulated amortization | (947) | (571) |
Intangible assets, net | 2,924 | 3,184 |
Horizon software [Member] | ||
Intangible Assets (Textual) | ||
Intangible assets, gross | 567 | 548 |
Social online application software [Member] | ||
Intangible Assets (Textual) | ||
Intangible assets, gross | 2,307 | 2,307 |
Customer lists [Member] | ||
Intangible Assets (Textual) | ||
Intangible assets, gross | $ 997 | $ 900 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Goodwill (Textual) | ||
Goodwill | $ 2,213 | $ 2,213 |
123Wish, Inc. [Member] | ||
Goodwill (Textual) | ||
Goodwill | 419 | 419 |
Love Media House, Inc. [Member] | ||
Goodwill (Textual) | ||
Goodwill | 1,172 | 1,172 |
Browning Productions & Entertainment, Inc. [Member] | ||
Goodwill (Textual) | ||
Goodwill | $ 622 | $ 622 |
Equipment Note Payable (Details
Equipment Note Payable (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Long-term Debt, Unclassified [Abstract] | |
Purchase production equipment | $ 830 |
Contract payable | 5 years |
Long-term debt interest | 20.00% |
Amounts due to Related Parties
Amounts due to Related Parties (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Related Party Transactions [Abstract] | ||
Amounts due to related parties | $ 205 | $ 205 |
Notes Payable (Details)
Notes Payable (Details) $ in Thousands | Jun. 30, 2019USD ($) |
7% Convertible Notes Payable Due August 31, 2019 [Member] | |
Debt interest percentage | 7.00% |
Zhanming Wu [Member] | 7% Convertible Notes Payable Due August 31, 2019 [Member] | |
Debt principal amount | $ 500 |
Mark White [Member] | |
Loan payable | $ 500 |
Debt interest percentage | 3.00% |
Mark White [Member] | 7% Convertible Notes Payable Due August 31, 2019 [Member] | |
Debt principal amount | $ 500 |
Productions And Entertainment, Inc [Member] | Notes Payable [Member] | |
Debt principal amount | $ 121 |
Debt interest percentage | 5.40% |
Share Capital (Details)
Share Capital (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Dec. 31, 2018 | |
Share Capital (Textual) | ||||
Common stock, authorized | 200,000,000 | 200,000,000 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Fair value amount | $ 350,000 | |||
Consulting services [Member] | ||||
Share Capital (Textual) | ||||
Common stock shares | 5,000,000 | |||
Fair value amount | $ 150,000 | |||
Browning Production & Entertainment [Member] | ||||
Share Capital (Textual) | ||||
Common stock shares | 2,048,334 | |||
Fair value amount | $ 126,760 | |||
WarrantMember | ||||
Share Capital (Textual) | ||||
Number of stock reserved for issuance of warrant | 185,169 | |||
Maturity term | 2020-07 | |||
Exercise price (in dollars per share) | $ 0.80 |