UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☑☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 20172019.

OR

☐  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-36530

One HorizonTouchpoint Group Holdings, Inc.

(Exact name of registrant as specified in its charter)

+44(0)20 7409 52481 (305) 420-6640

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ☐  No ☑☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.  Yes ☐  No ☑☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☑☒  No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ☑☒ No ☐

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company,” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑☒

The aggregate market value of the 6,347,858 shares ofregistrant’s voting and non-voting common equity stock held by non-affiliates of the registrant was approximately $ 4.86$2.7 million as of June 30, 2017,28, 2019, the last business day of the registrant’s most recently completed second fiscal quarter, based on the last sale price of the registrant’s common stock on such date of $0.765$0.7525 per share, as reported on Nasdaq. the OTCQB Market as adjusted for the 1-for-25 reverse split which took effect on September 26, 2019.

As of March 12, 2018, 33,400,215April 24, 2020, 25,688,386 shares of the registrant’s common stock, par value $0.0001, were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

Introductory Note

Unless otherwise noted, references to the “Company” in this Annual Report on Form 10-K include One HorizonTouchpoint Group Holdings, Inc. and all of its subsidiaries.

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

The statements made in this Annual Report on Form 10-K, and in other materials that the Company has filed or may file with the Securities and Exchange Commission (the “SEC”), in each case that are not historical facts, contain “forward-looking information” within the meaning of the Private Securities Litigation Reform Act of 1995, and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, both as amended (the “Exchange Act”), which can be identified by the use of forward-looking terminology such as “may,” “will,” “anticipates,” “expects,” “projects,” “estimates,” “believes,” “seeks,” “could,” “should,” or “continue,” the negative thereof, and other variations or comparable terminology as well as any statements regarding the evaluation of strategic alternatives.  These forward-looking statements are based on the current plans and expectations of management and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those reflected in such forward-looking statements.  These risks include, but are not limited to, risks and uncertainties relating to our current cash position and our need to raise additional capital in order to be able to continue to fund our operations; the potential delisting of our common stock from The NASDAQ Capital Market; our ability to retain our managerial personnel and to attract additional personnel; competition; our ability to protect intellectual property rights, and any and other factors, including the risk factors identified in the documents we have filed, or will file, with the Securities and Exchange Commission.SEC.

In light of these assumptions, risks and uncertainties, the results and events discussed in the forward-looking statements contained in this reportAnnual Report on Form 10-K or in any document incorporated herein by reference might not occur. Investors are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the respective dates of this reportAnnual Report on Form 10-K or the date of the document incorporated by reference in this report.Annual Report on Form 10-K. We expressly disclaim any obligation to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by federal securities laws.

These and other matters the Company discusses in this Annual Report on Form 10-K, or in the documents it incorporates by reference into this Annual Report on Form 10-K, may cause actual results to differ from those the Company describes. The Company assumes no obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.

SPECIAL NOTE REGARDING REVERSE STOCK SPLIT

Reverse Stock Split and Company Name Change

Effective April 14, 2017, we completedFollowing the approval of our stockholders at the Annual Meeting of Stockholders held on December 27, 2018, the Company amended its Certificate of Incorporation, as amended, to reflect a 1-for-25 reverse stock split. This reverse stock split in which each six (6) shares of our common stock were automatically combined into and became one (1)took effect on September 26, 2019. The share of our common stock. As of the effective date of the reverse stock split, the per share exercise price of, and the number of shares of common stock underlying, any stock options, warrants and other derivative securities issued by us were automatically proportionally adjusted, based on the one-for-six reverse split ratio, in accordance with the terms of such options, warrants or other derivative securities, as the case may be. All share numbers, stock option numbers, warrant numbers, other derivative security numbers and exercise prices appearingamounts presented in this Annual Report on Form 10-K have been adjusted to give effect to thisreflect the reverse stock split, unless otherwise indicated or unlesssplit.

Also on September 26, 2019, the context suggests otherwise.Company changed its name from One Horizon Group, Inc. to Touchpoint Group Holdings Inc. The Company’s ticker symbol was also changed to “TGHI”.

PART I

ITEM 1. BUSINESS

On August 11, 2017 (date of Reorganization), the Company consummatedWe are a Stock Purchase Agreement whereby its former Chief Executive Officer (“Former CEO”) acquired all of the outstanding capital stock of three of the Company’sholding company which, through our operating subsidiaries, Abbey Technology GmbH, Horizon Globex GmbHis engaged in media and Horizon Globex Ireland Ltd.,digital technology, primarily in sports entertainment and approximately 99.7% of the outstanding shares in One Horizon Group plc (collectively the “Discontinued Entities”) from the Company in exchange for the forgiveness of $1,968,253 due by the Companyrelated technologies that bring fans closer to the Former CEO. In connection with the transaction, the Former CEOathletes and the Discontinued Entities released the Company and its remaining subsidiaries (the “Excluded Entities”) from any claims outstanding as of the date of the transaction and the Company and the Excluded Entities released the Discontinued Entities from any outstanding claims.celebrities.

In contemplation of the Stock Purchase Agreement, certain intellectual property was transferred among the Discontinued Entities and the Excluded Entities such that each could continue the business contemplated to be carried on after the transaction was consummated.

The Company decided to reduce its expenditure base and concentrate on opportunities in the Asia market for its secure messaging software. The Company has retained the subsidiaries (“Retained Entities”) based in China and Hong Kong together with the intellectual property related to secure messaging and intends to continue to promote this business particularly in China and Hong Kong.

On February 22, 2018, we acquired 51% of the membership interests in Once In A Lifetime LLC, a Florida limited liability company d/b/a/ 123 Wish (“123 Wish”), pursuant to an Exchange Agreement dated January 18, 2018 with 123 Wish and its members in exchange for 1,333,334 shares of our common stock plus an additional number of shares of our common stock based upon the net after tax earnings of 123 Wish during the periods ending six and twelve months after the completion of the acquisition., 123Wish isa subscription-based, experience marketplace that focuses on providing users with exclusive opportunities to enjoy personalized, dream experiences with some of the world’s most renowned social media influencers including Super Influencer Jake Paul and Team 10 as well as celebrities, professional athletes, fashion designers, and artists while supporting a diverse range of charities. The business has subsequently been transferred to a newly formed Delaware subsidiary 123Wish, Inc.

On February 27, 2018, we entered into an Exchange Agreement with C-Rod, Inc., Christopher Rodriguez and Patricia Rodriguez, pursuant to which we completed the acquisition on March 20, 2018. We acquired all the outstanding shares of C-Rod, Inc., including its record label, Velveteen Entertainment, and media division, Mues Media (collectively, the “C-Rod Companies”), in exchange for $150,000, 1,000,000 shares of our common stock plus an additional number of shares of our common stock based upon the net after tax earnings of C-Rod during the two years ending after the completion of the acquisition.

The C-Rod Companies will continue business operations as ‘Love Media House,’ a wholly owned subsidiary of our company.

C-Rod, Inc., a premier music production company founded in 2002 by Grammy-nominated, multi-platinum producer and composer Christopher Rodriguez, regularlyworks with superstar artists, which have included many celebrity acts such as Rihanna, Jennifer Lopez, Lady Gaga, Enrique Iglesias and Pet Shop Boys.

Current Structure of the Company

The Company has the following wholly owned subsidiaries: (except for Once In A Lifetime, LLC, which is 51% owned)

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 us via various contractual arrangements. Suzhou Aishuo is treated as one of our subsidiaries for financial reporting purposepurposes in accordance with generally accepted accounting principles in the United States (“GAAP”).

Current

Summary Description of Core Business Operations

Touchpoint Connect Limited (“TCL”) 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.

 In September 2017TCL brings users closer to the action by enabling them to engage with clubs, favourite 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.

TCL is available to a broad audience as a white label product. The platform provides in-depth analytics that enable marketing teams to ensure that they deliver aligned, strategic messages and campaigns to the right audience at the right time.

The Company appointed Mark White as CEO to driveis based in the new business acquisition strategyUnited States of America, Hong Kong, China and the Company. As a result, the Company has looked at various possible targets and undertaken the necessary due diligence. In line with the Company’s policy we are only prepared to invest in target companies that have strong local management and that assist the Group in achieving profitability during 2018.United Kingdom. 

Recent DevelopmentsOur Growth Strategy

In addition to growing the customer base of TCL, the Company will look at growth through the following methods:

Acquisition

Growing through acquisitions:We believe that the highly fragmented content creation media industry, which is comprised primarily of controlling interestsmall-to-medium-sized private companies, provides us with significant opportunities to grow our business through acquisitions. We intend to pursue acquisitions that provide services within our current core product offerings, extend our geographic reach and expand our product offerings.

Cross-selling services:    Our ability to produce diverse, engaging content across various media platforms allows us to offer clients a one-stop-shop for all of their content needs. We intend to cross-sell our various capabilities to drive additional revenue from existing clients and to seek to win new clients.

Expanding our geographic presence:    We believe that by expanding our physical presence into select international regions, we will be better able to attract and retain internationally based brands as clients. With a physical presence outside of the U.S., we believe we can provide better customer service and offer local talent who can work more intimately with internationally based brands than we can from our offices in 123Wishthe U.S.

Expanding our talent roster:    We intend to continue to seek to attract and retain world-class creative and technical talent, thereby increasing our ability to win jobs and build brand equity through additional high quality creative content. We believe that our reputation and our client base will allow us to continue to attract top creative talent.

CORPORATE HISTORY

We were initially incorporated in Pennsylvania in 1972 as Coratomic, Inc. We changed our name six times thereafter, with the last name change in 2019 to Touchpoint Group Holdings, Inc.In addition, we changed our domicile from Pennsylvania to Delaware in 2013.

Our authorized capital is 200,000,000 shares of common stock, par value $0.0001 per share, and 50,0000,000 shares of preferred stock, par value $0.0001 per share. The designation of rights including voting powers, preferences, and restrictions shall be determined by the Board of Directors before the issuance of any shares. As of April 24, 2020, 25,688,386 shares of our common stock are issued and outstanding and no preferred stock is issued and outstanding.

Disposal of a Controlling Interest in Banana Whale Studios Pte. Ltd.

On February 22,May 18, 2018, we entered into and consummated an Exchange Agreement (the “Exchange Agreement”) with Banana Whale Studios Pte. Ltd. and the founding shareholders of Banana Whale (the “Banana Whale Stockholders”), pursuant to which we acquired 51% of the membership interestsoutstanding shares (“Controlling Interest in OnceBanana Whale”) of Banana Whale in exchange for a number of our shares of common stock to be based upon the earnings of Banana Whale. As a condition to closing the acquisition, Banana Whale Stockholders demanded and we deposited in escrow for their benefit 295,320 shares of our common stock (“OHGI Shares”) with a fair value of $4,983,000 as security for our obligation to issue such shares to which they may become entitled. If the number of shares to which the Banana Whale Stockholders become entitled is less than 295,320, the excess shares will be returned to us for cancellation. We also granted Banana Whale the right to use our secure messaging software. On February 4, 2019, we entered into and consummated an agreement (the “Agreement”) with Banana Whale and the Banana Whale Stockholders, pursuant to which we sold the Controlling Interest in Banana Whale in exchange for $2,000,000, consisting of $1,500,000 in cash and a $500,000 promissory note bearing interest at 5% per annum payable on December 31, 2019 (the “BWS Note”). Under the BWS Note, Banana Whale can prepay the BWS Note in whole or in part without premium or penalty. Pursuant to the BWS Note, the Banana Whale Stockholders agreed to guarantee the payments of all amounts due thereunder on a limited-recourse basis. On February 4, 2019, we also entered into a Pledge and Escrow Agreement with the Banana Whale Stockholders pursuant to which the Banana Whale Stockholders agreed to place the Controlling Interest in Banana Whale in escrow as security for payment of the BWS Note.

The Agreement also terminated certain of the remaining obligations under the Exchange Agreement, releasing us, Banana Whale and the Banana Whale Stockholders from their remaining obligations thereunder. In A Lifetime LLC,February 2020, the shares held in escrow were cancelled.

In December 2019, an agreement regarding the remaining amount due on the BWS Note was reached, pursuant to which the Company received $250,000 in December 2019 and the balance payable over the 2 years ending December 2021 whereby the Company will receive an amount equal to 25% of reported earnings before income tax, depreciation and amortization (“EBITDA”) each quarter up to a Florida limited liability company d/b/a/ 123 Wish (“123 Wish”), pursuant tomaximum amount of $250,000 in aggregate.

The Company realized a gain of $553,000 on the sale of its 51% interest in Banana Whale during the year ended December 31, 2019.

Disposal of Discontinued Operations

On October 22, 2018, we entered into an Exchange Agreement dated January 18, 2018 with 123 Wish and its members(“Browning Exchange Agreement”) pursuant to which we acquired a majority of the outstanding shares (the “Controlling Interest in Browning”) of Browning Productions &Entertainment, Inc. (“Browning”), from William J. Browning, the sole stockholder of Browning.

In exchange for 1,333,334the controlling interest in Browning, we paid Mr. Browning $10,000 and issued to him 12,000 shares of our common stock, plus an additional number of shares of our common stock based uponwhich can be up to a maximum of 680,000 shares, determined by dividing two and a half times the net after tax earnings of 123 WishBrowning during the sixtwelve month periods ending six and twelve months afterperiod ended December 31, 2019 by the completionaverage of the acquisition.

123Wish, available in the Apple App Store, Google Play andwww.123wish.com is a subscription-based, experience marketplace that focuses on providing users with exclusive opportunities to enjoy personalized, dream experiences with some of the world’s most renowned social media influencers including Super Influencer Jake Paul and Team 10 as well as celebrities, professional athletes, fashion designers, and artists while supporting a diverse range of charities.

The influencer or celebrity for each 123Wish experience selects a philanthropic cause to benefit or is randomly matched to a non-profit organization. Once the charitable contribution goal for an experience has been met and the designated timeframe for entry has expired, 123Wish randomly selects the winner who receives exclusive access to interact with the influencer or celebrity. Everyone who enters wins a specialized gift for participation, which may include limited edition merchandise, gift cards or personalized video or voice messages from experience contributors.

In order to deliver authentic and unique lifestyle experiences, 123Wish will launch experiences with social media influencers, music artists and other celebrities that have been embraced by Generation Z. TGZ Capital, L.P., the Gen Z focused venture capital fund, owned five percent of 123Wish pre-acquisition and becomes an OHGI shareholder pursuant to this transaction.

In connection with the 123 Wish Acquisition, the Company entered into an Employment Agreement with Natalia Diaz, who will remain the President and CEO of 123Wish. The Employment Contract is for an initial period of 2 years with an annual salary of $115,000. In addition to the salary there are performance incentives of future stock awards based on the profitability of 123Wish, Inc.

Acquisition of C-Rod, Inc

On March 20, 2018, we acquired all of the outstanding shares of C-Rod, Inc., a Florida corporation, including its record label, Velveteen Entertainment, and media division, Mues Media (collectively, the “C-Rod Companies”), pursuant to an Exchange Agreement with C-Rod, Inc., Christopher Rodriguez and Patricia Rodriguez, in exchange for $150,000 in cash, 1,000,000 sharesclosing price of our common stock plusduring the 10 consecutive trading days immediately preceding the end of 2019.

Though the terms of this transaction only required a $20,000 cash payment ($10,000 in cash under the non-binding letter of intent and $10,000 in cash under the Browning Exchange Agreement) to Mr. Browning, we were required to provide Browning with a working capital loan in an initial amount of $150,000, which is to be repaid out of the post-closing net profit of Browning, as well as earmark an additional number$150,000 in cash for future investment in Browning (to assist in funding the future operations of Browning).

We had a right of first refusal to purchase the remaining shares of our common stock based uponBrowning.

During the net after tax earningsyear ended December 31, 2019, the Company decided to sell its interests in its subsidiaries, Love Media House Inc. (“Love Media”) and Browning. In connection with this determination, the Company concluded the intangible assets related to these subsidiaries were impaired. Accordingly, the Company recorded an impairment charge of C-Rod during$2,440,000 which is included in the two years ending afterloss from discontinued operations.

In February 2020, the completionCompany concluded the sale of its majority interest in Browning for the acquisition.following consideration;

Currently, the Company is looking to negotiate a sale of its ownership interest in Love Media.  

Recent Developments

The C-Rod Companies willCompany continues to seek cost-effective acquisitions in the future continue business operations as “Love Media House”,sports and entertainment sectors that would be synergistic with the Touchpoint app and platform, enabling the livestreaming of content to fans. On February 12, 2020, the Company announced the signing of a wholly owned subsidiary of OHGI.Touchpoint licensing agreement with TV celebrity Joey Essex.

C-RodOn April 6, 2020 the Company announced the signing of a premier music productionTouchpoint licensing agreement with Russell Simmons company foundedGDAS LLC.

The Company is in 2002 by Grammy-nominated, multi-platinum producer Christopher Rodriguez, regularly worksdiscussions with superstar artists, whichother athletes and other celebrities to enter into a Touchpoint license to enable them to engage with their fanbase with content.

Reverse Stock Split

Following approval of the Company’s stockholders at the Annual Meeting of Stockholders held on December 27, 2018, the Company amended its Certificate of Incorporation, as amended, to reflect a 1-for-25 reverse stock split. This reverse stock split took effect on September 26, 2019. The share amounts presented in this Annual Report on Form 10-K have included many celebrity acts such as Rihanna, Jennifer Lopez, Lady Gaga, Enrique Iglesias and Pet Shop Boys.been adjusted to reflect the reverse stock split.

Corporate Information.

Our principal executive offices are located at 34 South Molton Street, London W1K 5RG, United Kingdom,4300 Biscayne Blvd., Miami, Florida 33137, and our telephone number at that location is +44(0)20 7409 5248. (305) 420-6640. Our website is www.touchpointgh.com. The information contained on or connected to our website is not incorporated by reference into, and you must not consider the information to be a part of, this Annual Report on Form 10-K.

Our Strategy

After the reorganization previously described, theThe Company’s strategy is to grow the TCL business and to make further acquisitions in the digital media, sports and entertainment space, whilst continuing to trade in the secure messaging business in gaming, educational and security segments.space.

Competition

Our secure messaging software operates in a relatively crowded marketplace and whilst other software can provide similar results the messaging application has we believe additional secure encoyptia.

123 wish provides experiences to fans of high profile celebrities but with the ability to ensure charities can benefit from a proceedings of subscriptions paid. There are other companies offering similar fan experiences.

Love Media (previously C-Rod, Inc.) operates as a music production, songwriter, mixers and arrangers and therefore is in marketplace with many competition. The team, headed by Chois Rodriguez has worked with many famous artists and achieved many Bill board number i.e and that gives the company an important edge in attacking new talent.

Employees

As of December 31, 2017,2019, we had 6six employees, all of whom were full-time employees.

ITEM 1A. RISK FACTORS

RISKS RELATED TO OUR BUSINESS

We incurredhave a net loss in 2017history of operating losses and 2016 with negative cash flows and we cannot assure youour auditors have indicated that there is a substantial doubt about our ability to continue as to when, or if, we will become profitable and generate positive cash flows.a going concern.

We incurred a net loss of $7.4 million forFor the yearfiscal years ended December 31, 20172019 and a net loss2018, we reported losses from continuing operations of $5.6$3.3 million for the year ended December 31, 2016and $13.4 million, respectively, and negative cash flowsflow from operating activities from continuing operations in each of those years.$1.4 million and $3.0 million, respectively. As of December 31, 2019, we had an aggregate accumulated deficit of approximately $61.3 million. Such losses have historically required us to seek additional funding through the issuance of debt or equity securities. Our long termlong-term success is dependent upon among other things, achieving positive cash flows from operations and if necessary, augmenting such cash flows using external resources to satisfy our cash needs. As a result of our recent acquisitionsTouchpoint licensing agreements signed and the sale of certain subsidiariesforecast to be signed in 2017 to our former CEO,2020 we project to have positive cash flows during the second half of 2020 to fund operations during 2018.from late 2020 onwards. However, we may be unable to achieve these goals and actual results could differ from our estimates and assumptions,assumptions; accordingly, we may have to supplement our cash flow, by debt financing or sales of equity securities. TheseThere can be no assurance that we will be able to obtain additional funding, if needed, on commercially reasonable terms, or of all.

WeAs a result of these net losses and cash flow deficits and other factors, our independent auditors issued an audit opinion with respect to our consolidated financial statements for the two years ended December 31, 2019 that indicated that without obtaining sufficient additional equity or debt funding, there is a substantial doubt about our ability to continue as a going concern.

Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. These adjustments would likely include substantial impairment of the carrying amount of our assets and potential contingent liabilities that may arise if we are unable to fulfill various operational commitments. In addition, the value of our securities, including common stock issued in this offering, would be greatly impaired. Our ability to continue as a going concern is dependent upon generating sufficient cash flow from operations and obtaining additional capital and financing, including funds to be raised in this offering. If our ability to generate cash flow from operations is delayed or reduced and we are unable to raise additional funding from other sources, we may be unable to effectively managecontinue in business even if this offering is successful. For further discussion about our planned expansion.ability to continue as a going concern and our plan for future liquidity, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Ability to Continue as a Going Concern.”

Our planned expansion may strainWe are a holding company and depend upon our financial resources. In addition, any significant growth into new markets may require an expansionsubsidiaries for our cash flows.

We are a holding company. All of our employee base for managerial, operational, financial,operations are conducted, and other purposes. During any growth, we may face problems relatedalmost all of our assets are owned, by our subsidiaries. Consequently, our cash flows and our ability to meet our operational and financial systems and controls. We would also need to continue to expand, train and manage our employee base. Continued future growth will impose significant added responsibilitiesobligations depend upon the memberscash flows of managementour subsidiaries and the payment of funds by these subsidiaries to identify, recruit, maintain, integrate,us in the form of dividends, distributions or otherwise. The ability of our subsidiaries to make any payments to us depends on their earnings, the terms of their indebtedness, including the terms of any credit facilities and motivate new employees.legal restrictions. Any failure to receive dividends or distributions from our subsidiaries when needed could have a material adverse effect on our business, results of operations or financial condition.

If we are unable to successfully manage our expansion, we may encounter operational and financial difficulties which would in turn adversely affectFuture acquisitions or strategic investments could disrupt our business and harm our business, results of operations or financial results.condition.

We may in the future explore potential acquisitions of companies or strategic investments to strengthen our business. Even if we identify an appropriate acquisition candidate, we may not be successful in negotiating the terms or financing of the acquisition, and our due diligence may fail to identify all of the problems, liabilities or other shortcomings or challenges of an acquired business.

Acquisitions involve numerous risks, any of which could harm our business, including:

Failure to appropriately mitigate these risks or other issues related to such strategic investments and acquisitions could result in reducing or completely eliminating any anticipated benefits of transactions and harm our business generally. Future acquisitions could also result in dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities, amortization expenses or the impairment of goodwill, any of which could have a material adverse effect on business, results of operations or financial condition.

We may require additional funding for our growth plans, and such funding may result in a dilution of your investment.

We attempted to estimatehave estimated our funding requirements in order to implement our growth plans.

If the costs of implementing such plans should exceed these estimates significantly or if we come across opportunities to grow through expansion plans which cannot be predicted at this time, and our funds generated from our operations prove insufficient for such purposes, we may need to raise additional funds to meet these funding requirements.

These additional funds may be raised by issuing equity or debt securities or by borrowing from banks or other resources. We cannot assure you that we will be able to obtain any additional financing on terms that are acceptable to us, or at all. If we fail to obtain additional financing on terms that are acceptable to us, we will not be able to implement such plans fully if at all. Such financing even if obtained, may be accompanied by conditions that limit our ability to pay dividends or require us to seek lenders’ consent for payment of dividends, or restrict our freedom to operate our business by requiring lender’s consent for certain corporate actions.

Further, if we raise additional funds by way of a rights offering or through the issuance of new shares, any shareholders who are unable or unwilling to participate in such an additional round of fund raising may suffer dilution in their investment.

The activitiesPublic health epidemics or outbreaks, such as COVID-19, could materially and adversely impact our business.

In December 2019, a novel strain of 123 Wish are subjectcoronavirus (COVID-19) emerged in Wuhan, Hubei Province, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to regulation in certain jurisdictions,its economy, it has now spread to several other countries and the failure to comply with those regulations could result in fines and other penalties.infections have been reported globally.

Certain jurisdictions, including California where 123 Wish maintains it principal offices,Because COVID-19 infections have regulations that require 123 Wish to register as a commercial fundraiser and notify governmental authorities of events that it is sponsoring. The failure to comply with applicable regulations could subject 123 Wish to fines and other penalties, including being enjoined from conducting solicitation activities for charitable purposes within the jurisdiction and other civil remedies provided by law.

Our operations and managements are partially located outside of the United States; U.S. investors may experience difficulties in attempting to effect service of process and to enforce judgments based upon U.S. federal securities laws against the company and its non U.S. resident officers and directors.

While we are organized under the laws of State of Delaware, our management, our officers and directors are non-U.S. residents, and our headquarters are located outside of the United States. Consequently, it may be difficult for investors to effect service of process on such officers and directors inbeen reported throughout the United States and to enforcethe United Kingdom, certain federal, state and local governmental authorities have issued stay-at-home orders, proclamations and/or directives aimed at minimizing the spread of COVID-19. Additional, more restrictive proclamations and/or directives may be issued in the United States judgments obtainedfuture. As a result, the Company has seen delays in United States courts against such persons basedcertain Touchpoint licensing agreements commencing operation which leads to subsequent delays in subscriptions being processed. All of the Company employees and management can operate from home whilst the stay-at-home orders remain in place.

The ultimate impact of the COVID-19 pandemic on the civil liability provisionsCompany’s operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the United States securities laws. Since all our assets are located outsideCOVID-19 outbreak, new information which may emerge concerning the severity of the U.S. itCOVID-19 pandemic, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in an extended period of continued business disruption, reduced customer traffic and reduced operations. Any resulting financial impact cannot be difficult or impossible for U.S. investorsreasonably estimated at this time but is anticipated to collect a judgment against us. As well, any judgment obtained in the United States against us may not be enforceable.

We are dependent on our management team and the loss of any key member of that team could have a material adverse effectimpact on our operationsbusiness, financial condition and financial condition.results of operations.

The measures taken to date will impact the Company’s business for the fiscal first, second and third quarters and potentially beyond. Management expects that all of its business segments, across all of its geographies, will be impacted to some degree, but the significance of the impact of the COVID-19 outbreak on the Company’s business and the duration for which it may have an impact cannot be determined at this time.

We attributeOur executive officers do not reside in the United States.

Our U.S. stockholders would face difficulty in:

Accordingly, persons contemplating an investment in our common stock should seriously consider these factors before making an investment decision.

Our future success todepends on the leadership and contributionscontinuing efforts of our managing team comprisingkey employees and our ability to attract, hire, retain and motivate highly skilled and creative employees in the future.

Our future success depends on the continuing efforts of our executive directorsofficers, our founders and other key executives,employees, and in particular, to Mark White, our Chief Executive Officer, and Martin Ward, our Chief Financial Officer.

Our continued success is therefore dependent We rely on the leadership, knowledge and experience that our executive officers, founders and key employees provide. They foster our corporate culture, which we believe has been instrumental to a large extent on our ability to attract and retain new talent. Any failure to attract new or retain key creative talent could have a material adverse effect on our business, financial condition and results of operations.

The market for talent in our key areas of operations, including California and New York, is intensely competitive, which could increase our costs to attract and retain talented employees. As a result, we may incur significant costs to attract and retain employees, including significant expenditures related to salaries and benefits and compensation expenses related to equity awards, and we may lose new employees to our competitors or other companies before we realize the servicesbenefit of these keyour investment in recruiting and training them.

Employee turnover, including changes in our management personnel.team, could disrupt our business. The loss of their services without timelyone or more of our executive officers, founders or other key employees, or our inability to attract and qualified replacement, would adversely affectretain highly skilled and creative employees, could have a material adverse effect on our business, results of operations and hence, our revenue and profits.or financial condition.

We believe our corporate culture has contributed to our success and, if we are unable to maintain it as we grow, our business could be harmed.

We believe our corporate culture has been a key element of our success. However, as our organization grows, it may be difficult to maintain our culture, which could reduce our ability to attract and maintain new talent and operate effectively. The failure to maintain the key aspects of our culture as our organization grows could result in decreased employee satisfaction, increased difficulty in attracting top talent and increased turnover and could compromise the quality of our client service, all of which are important to our success and to the effective execution of our business strategy. Accordingly, if we are unable to maintain our corporate culture as we grow our business, this could have a material adverse effect on our business, results of operations or financial condition.

We may not have sufficient insurance coverage and an interruption of our business or loss of a significant amount of property could have a material adverse effect on our financial condition and operations.

We currently do not maintain any insurance policies against loss of key personnel and business interruption as well as product liability claims. If such events were to occur, our business, financial performance and financial position may be materially and adversely affected.

We could become involved in claims or litigations that may result in adverse outcomes.

From time-to-time we may be involved in a variety of claims or litigations. Such proceeding may initially be viewed as immaterial but could prove to be material. Litigations are inherently unpredictable and excessive verdicts do occur. Given the inherent uncertainties in litigation, even when we can reasonably estimate the amount of possible loss or range of loss and reasonably estimable loss contingencies, the actual outcome may change in the future due to new developments or changes in approach. In addition, such claims or litigations could involve significant expense and diversion of management’s attention and resources from other matters.

We may be unable to adequately safeguard our intellectual property, or we may face claims that may be costly to resolve or that limit our ability to use such intellectual property in the future.

Our business is reliant on our intellectual property. Our software is the result of our research and development efforts, which we believe to be proprietary and unique. However, we are unable to assure you that third parties will not assert infringement claims against us in respect of our intellectual property or that such claims will not be successful. It may be difficult for us to establish or protect our intellectual property against such third parties and we could incur substantial costs and diversion of management resources in defending any claims relating to proprietary rights. If any party succeeds in asserting a claim against us relating to the disputed intellectual property, we may need to obtain licenses to continue to use the same. We cannot assure you that we will be able to obtain these licenses on commercially reasonable terms, if at all. The failure to obtain the necessary licenses or other rights could cause our business results to suffer.

Where litigation is necessary to safeguard our intellectual property, or to determine the validity and scope of the proprietary rights of others, this could result in substantial costs and diversion of our resources and could have a material adverse effect on our business, financial condition, operating results or future prospects.

We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery and anti-kickback laws with respect to our activities outside the United States.

We distribute our products to locations within and outside the United States as well as operate our business within and outside the United States. The U.S. Foreign Corrupt Practices Act, and other similar anti-bribery and anti-kickback laws and regulations, generally prohibit companies and their intermediaries from making improper payments to non-U.S. officials for the purpose of obtaining or retaining business. We cannot assure you that we will be successful in preventing our agents from taking actions in violation of these laws or regulations. Such violations, or allegations of such violations, could disrupt our business and result in a material adverse effect on our financial condition, results of operations and cash flows.

We rely on third parties to provide services in connection with our business, and any failure by these third parties to perform their obligations could have an adverse effect on our business, financial condition and results of operations.

We have entered into agreements with third parties that include, but are not limited to, information technology systems (including hosting our website, mobile application and our point of sale system), software development and support, select marketing services, employee benefits servicing and video production and distribution. Services provided by third-party suppliers could be interrupted as a result of many factors, such as acts of nature or contract disputes. Accordingly, we are subject to the risks associated with the third parties’ abilities to provide these services to meet our needs. Any failure by a third party to provide services for which we have contracted on a timely basis or within expected service level and performance standards could result in a disruption of our business and have an adverse effect on our business, financial condition and results of operations.

RISKSRELATED TO OUR COMMON STOCK AND OUR STATUS AS A PUBLIC COMPANY.

Our principal stockholder, directors and officers control a substantial number of shares of our common stock, decreasing your influence on stockholder decisions.

Zhanming Wu, our principal stockholder owns 15,000,000 shares, or approximately 45% of our outstanding shares. Our directors and officers own an additional 5,369,645 shares, or approximately 16% of our outstanding shares. As a result, Mr. Wu and our directors and officers as a group could have a significant influence in delaying, deferring or preventing any potential change in control of our company; they will be able to strongly influence the actions of our board of directors even if they were to cease being directors or officers of our company and can effectively control the outcome of actions brought to our stockholders for approval. Such a high level of ownership may adversely affect the exercise of your voting and other stockholder rights.

As a result of being a public company, we are subject to additional reporting and corporate governance requirements that will require additional management time, resources and expense.

As a public company we are obligated to file with the SEC annual and quarterly information and other reports that are specified in the Exchange Act. We are also subject to other reporting and corporate governance requirements under the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), and the rules and regulations promulgated thereunder, all of which impose significant compliance and reporting obligations upon us and require us to incur additional expense in order to fulfill such obligations.

Our shares

Trading on the OTC Markets is volatile and sporadic, which could depress the market price of our common stock are from timeand make it difficult for our security holders to time thinly-traded, so stockholders may be unable to sell at or near ask prices or at all if they need to sell shares to raise money or otherwise desire to liquidateresell their shares.common stock.

Our common stock has from timeis quoted on the OTCQB tier of the OTC Markets. Trading in securities quoted on the OTC Markets is often thin and characterized by wide fluctuations in trading prices, due to time been “thinly traded,” meaning thatmany factors, some of which may have little to do with our operations or business prospects. This volatility could depress the numbermarket price of persons interested in purchasing our common stock at or near ask prices at any given time may be relatively small or non-existent. This situationfor reasons unrelated to operating performance. Moreover, the OTC Markets is attributable tonot a numberstock exchange, and trading of factors, includingsecurities on the fact that we areOTC Markets is often more sporadic than the trading of securities listed on a small company that is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer that has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give stockholders any assurance that a broader or more active public trading market for our common stock will develop or be sustained, or that current trading levels will be sustained.

Our failure to meet the continued listing requirements of the NASDAQquotation system like Nasdaq Capital Market couldor a stock exchange like the NYSE American. These factors may result in a de-listinginvestors having difficulty reselling any shares of our common stock.

Our stock price is likely to be highly volatile because of several factors, including a limited public float.

The market price of our common stock has been volatile in the past and the market price of our common stock is likely to be highly volatile in the future. You may not be able to resell shares of our common stock following periods of volatility because of the market’s adverse reaction to volatility.

Other factors that could cause such volatility may include, among other things:

Any of these factors could have a significant and adverse impact on the market price of our common stock and/or warrants. In addition, the stock market in general has at times experienced extreme volatility and rapid decline that has often been unrelated or disproportionate to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock and/or warrants, regardless of our actual operating performance.

The issuance of a large number of shares of our common stock could significantly dilute existing stockholders and negatively impact the market price of our common stock.

On August 5, 2019 (“Closing Date”), the Company entered into an Equity Purchase Agreement (the “Equity Purchase Agreement”), dated as of July 18, 2019, with Crown Bridge Partners, LLC (“Crown Bridge”) providing that, upon the terms and subject to the conditions thereof, Crown Bridge is committed to purchase, on an unconditional basis, shares of common stock (“Put Shares”) at an aggregate price of up to $10,000,000 over the course of its term. Pursuant to the terms of the Equity Purchase Agreement, the purchase price for each of thePut Shares equals 82% of the lesser of the (i) “Market Price,” which is defined as the lowest traded price for any trading day during the 15 trading days immediately preceding the respective Put Date, or (ii) “Valuation Price,” which is defined as the lowest traded price during the seven trading days following the clearing date associated with the applicable put notice (“Put Notice”).As a result, if we sell shares of common stock under the Equity Purchase Agreement, we will be issuing common stock at below market prices, which could cause the market price of our common stock to decline, and if such issuances are currently listedsignificant in number, the amount of the decline in our market price could also be significant. In general, we are unlikely to sell shares of common stock under the Equity Purchase Agreement at a time when the additional dilution to stockholders would be substantial unless we are unable to obtain capital to meet our financial obligations from other sources on better terms at such time. However, if we do, the dilution that could result from such issuances could have a material adverse impact on existing stockholders and could cause the price of our common stock to fall rapidly based on the NASDAQ Capital Market. Ifamount of such dilution.

Crown Bridge may sell a large number of shares, resulting in substantial diminution to the value of shares held by existing stockholders.

Pursuant to the Equity Purchase Agreement, we failare prohibited from delivering a Put Notice to meetCrown Bridge to the requirements for continued listing onextent that the NASDAQ Capital Market,issuance of shares would cause Crown Bridge to beneficially own more than 4.99% of our then-outstanding shares of common stock. These restrictions, however, do not prevent Crown Bridge from selling shares of common stock received in connection with the NASDAQ Capital Market$10,000,000 Crown Bridge equity line (the “Equity Line”) and then receiving additional shares of common stock in connection with a subsequent issuance. In this way, Crown Bridge could sell more than 4.99% of the outstanding shares of common stock in a relatively short time frame while never holding more than 4.99% at any one time. As a result, existing stockholders and new investors could experience substantial diminution in the value of their shares of common stock. Additionally, we do not have the right to control the timing and amount of any sales by Crown Bridge of the shares issued under the Equity Line.

Our common stock is a “penny stock” under SEC rules. It may take stepsbe more difficult to de-listresell securities classified as “penny stock.”

Our common stock is a “penny stock” under applicable SEC rules (generally defined as non-exchange traded stock with a per-share price below $5.00). Unless we successfully list our common stock. Suchstock on a de-listing would likelynational securities exchange, or attain and maintain a per-share price above $5.00, these rules impose additional sales practice requirements on broker-dealers that recommend the purchase or sale of penny stocks to persons other than those who qualify as “established customers” or “accredited investors.” For example, broker-dealers must determine the appropriateness for non-qualifying persons of investments in penny stocks. Broker-dealers must also provide, prior to a transaction in a penny stock not otherwise exempt from the rules, a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, disclose the compensation of the broker-dealer and its salesperson in the transaction, furnish monthly account statements showing the market value of each penny stock held in the customer’s account, provide a special written determination that the penny stock is a suitable investment for the purchaser, and receive the purchaser’s written agreement to the transaction.

Legal remedies available to an investor in “penny stocks” may include the following:

These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.

Many brokerage firms will discourage or refrain from recommending investments in penny stocks. Most institutional investors will not invest in penny stocks. In addition, many individual investors will not invest in penny stocks due, among other reasons, to the increased financial risk generally associated with these investments.

For these reasons, penny stocks may have a negative effectlimited market and, consequently, limited liquidity. We can give no assurance at what time, if ever, our common stock will no longer be classified as a “penny stock” in the future.

As a result of our failure to maintain effective internal control over financial reporting, the price of our securities may be adversely affected.

Our internal control over financial reporting has weaknesses and conditions that require correction or remediation, the disclosure of which may have an adverse impact on the price of our common stockstock. We are required to establish and would impairmaintain appropriate internal control over financial reporting. Failure to establish those controls, or any failure of those controls once established, could adversely affect our stockholders’ abilitypublic disclosures regarding our business, prospects, financial condition or results of operations. In addition, management’s assessment of internal control over financial reporting may identify weaknesses and conditions that need to be addressed in our internal control over financial reporting or other matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting or disclosure of management’s assessment of our internal control over financial reporting may have an adverse impact on the price of our common stock.  

We are required to comply with certain provisions of Section 404 of the Sarbanes-Oxley Act and if we fail to continue to comply, our business could be harmed, and the price of our securities could decline.

Rules adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act require an annual assessment of internal control over financial reporting, and for certain issuers an attestation of this assessment by the issuer’s independent registered public accounting firm. The standards that must be met for management to assess the internal control over financial reporting as effective are evolving and complex, and require significant documentation, testing, and possible remediation to meet the detailed standards. We expect to incur significant expenses and to devote resources to Section 404 compliance on an ongoing basis. It is difficult for us to predict how long it will take or costly it will be to complete the assessment of the effectiveness of our internal control over financial reporting for each year and to remediate any deficiencies in our internal control over financial reporting. As a result, we may not be able to complete the assessment and remediation process on a timely basis. In the event that our Chief Executive Officer or Chief Financial Officer determines that our internal control over financial reporting is not effective as defined under Section 404, we cannot predict how regulators will react or how the market prices of our securities will be affected; however, we believe that there is a risk that investor confidence and the market value of our securities may be negatively affected.

Shares eligible for future sale may adversely affect the market.

From time to time, certain of our stockholders may be eligible to sell all or purchasesome of their shares of common stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144 promulgated under the Securities Act, subject to certain limitations. In general, pursuant to Rule 144, non-affiliate stockholders may sell freely after six months, subject only to the current public information requirement. Affiliates may sell after six months, subject to the Rule 144 volume, manner of sale (for equity securities), current public information, and notice requirements. Of the 4,132,600 shares of our common stock when they wish to do so. Inoutstanding as of December 31, 2019, approximately 2,803,942 shares are tradable without restriction. Given the eventlimited trading of a de-listing, we would take actions to restore our compliance with the NASDAQ Capital Market’s listing requirements, but we can provide no assurance that any action taken by us would result in our common stock, becoming listed again,resale of even a small number of shares of our common stock pursuant to Rule 144 or that any such action would stabilizean effective registration statement may adversely affect the market price or improve the liquidity of our common stock.

We do not expect to pay dividends in the foreseeable future.

We do not intend to declare dividends for the foreseeable future, as we anticipate that we will reinvest any future earnings in the development and growth of our business. Therefore, investors will not receive any funds unless they sell their common stock, and stockholders may be unable to sell their shares on favorable terms. We cannot assure you of a positive return on investment or that you will not lose the entire amount of your investment in our common stock.

Certain provisions of the General Corporation Law of the State of Delaware may have anti-takeover effects, which may make an acquisition of our company by another company more difficult.

We are subject to the provisions of Section 203 of the General Corporation Law of the State of Delaware, which prohibits a Delaware corporation from engaging in any business combination, including mergers and asset sales, with an interested stockholder (generally, a 15% or greater stockholder) for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner. The operation of Section 203 may have anti-takeover effects, which could delay, defer or prevent a takeover attempt that a holder of our common stock might consider in its best interest.

Provisions of our certificate of incorporation, as amended, and bylaws may delay or prevent a takeover which may not be in the best interests of our stockholders.

Provisions of our certificate of incorporation, as amended, and our bylaws, as amended, may be deemed to have anti-takeover effects, which include when and by whom special meetings of our stockholders may be called, and may delay, defer or prevent a takeover attempt. Further, our certificate of incorporation, as amended, authorize the issuance of up to 50,000,000 shares of preferred stock with such rights and preferences as may be determined from time to time by our board of directors in their sole discretion. Our board of directors may, without stockholder approval, issue series of preferred stock with dividends, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of our common stock. 

We do not expect to pay dividends in the foreseeable future.

We do not intend to declare dividends for the foreseeable future, as we anticipate that we will reinvest any future earnings in the development and growth of our business. Therefore, investors will not receive any funds unless they sell their common stock, and stockholders may be unable to sell their shares on favorable terms. We cannot assure you of a positive return on investment or that you will not lose the entire amount of your investment in our common stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable to smaller reporting companies.

ITEM 2. PROPERTIES

We do not currently own any real property. We leaseAs at December 31, 2019 we leased the following offices:

ITEM 3. LEGAL proceedingsPROCEEDINGS

We are not partyThe Company has received a claim from the landlord of a property leased by Maham LLC, a possible acquisition target, under which the Company is a guarantor. The Company’s legal counsel has responded to any material legal proceedingsthe claim, denying the claim and no material legal proceedings haverequesting additional information.

The Company has also been threatened by us.served a claim from the former management of Love Media regarding a claim for unpaid wages. The Company disputes the validity of their claim in its entirety.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock is currently quoted on the NASDAQ Capital MarketOTCQB tier of the OTC Markets under the symbol, OHGI.“TGHI.” Prior to October 23, 2019, our common stock was quoted on the OTCQB under the symbol, “OHGI.” Prior to March 8, 2019, our common stock was listed on the Nasdaq Capital Market (the “Nasdaq”). Our common stock commenced trading on the Nasdaq on July 9, 2014 under the ticker symbol, “OHGI.” On February 26, 2019, Martin Ward, Chief Financial Officer of the Company, approved the voluntary termination of the listing of our common stock on the Nasdaq. On March 8, 2019, the Company filed an application on Form 25 with the SEC to voluntarily terminate its Nasdaq listing. The delisting from the Nasdaq became effective on March 8, 2019.

Trading in OTCQB stocks can be volatile, sporadic and risky, as thinly traded stocks tend to move more rapidly in price than more liquid securities. Such trading may also depress the market price of our common stock and make it difficult for our stockholders to resell their common stock.

The following table sets forthreflects the high and low sales prices ofclosing price for our common stock for the period indicated. For periods indicated, as reported by Nasdaq on its website, www.nasdaq.com.after March 8, 2019, the bid information was obtained from the OTC Markets Group, Inc. and reflects inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions. 

On April 23, 2020, the closing price of our common stock on the OTCQB was $0.012.

Record Holders

As of March 12, 2018,April 23, 2020, we had approximately 258271 record holders of our common stock. The number of record holders does not include persons who held our common stock in nominee or “street name” accounts through brokers.

Dividend Policy

The payment of cash dividends by us is within the discretion of our board of directors and depends in part upon our earnings levels, capital requirements, financial condition, any restrictive loan covenants, and other factors our board considers relevant. We have not declared or paid any dividends on our common stock, during the periods included in this report,Annual Report on Form 10-K, and we do not anticipate paying such dividends in the foreseeable future. We intend to retain earnings, if any, to finance our operations and expansion.

Description ofSecurities Authorized for Issuance under Equity Compensation Plans

On December 27, 2018, the Company’s stockholders approved the 2018 Equity Incentive Plan (“2018 Plan”). The following table shows2018 Plan provides for the aggregate amountissuance of securities authorized for issuance under all equity compensation plans asstock 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. No options were issued during the years ended December 31, 2017:

The securities referenced in the table above reflect stock2019 or 2018, and there were no options granted and approved by security holders pursuant to the equity compensation plan approved in 2013.outstanding as at December 31, 2019 or 2018.

Sales of Unregistered Equity Securities

On December 6, 2017, weMay 16, 2019, the Company entered into an agreement amendment with Maxim Group LLC (“Maxim”) for investment bankingBrowning regarding the original acquisition pricing and advisory services. Underissued 150,000 shares to Browning.

On July 11, 2019, the agreement we agreed to issue 225,000Company issued 200,000 shares of common stock to Maxim. The certificates evidencingOne Percent Investments Inc. for consultancy services.

On July 31, 2019 and December 5, 2019, the Company issued 566,000 shares of common stock to Crown Bridge Partners as a commitment fee for the equity purchase agreement.

On August 2, 2019, the Company issued 179,104 shares of common stock to Labrys Fund LP as security for the cash advance. These shares were issuedreturned in 2018 and were endorsed with,February 2020 for cancellation following repayment of the customary Securities Act legend. Except as previously reported inadvance by the reports we have filed under the Exchange Act, we have not issued or sold any other unregistered equity securities during the period by this report. Company.

On August 20, 2019, the Company issued 100,000 shares of common stock to Scott Mahoney for consultancy services.

The above issuances were made pursuant to an exemption from registration as set forth in 506 of Regulation D and Section 4(2) of the Securities Act.

Repurchases of Equity Securities

We havedid not repurchasedrepurchase any equity securities during the period covered by this report.fourth quarter of 2019.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our audited consolidated financial statements and notes for the fiscal years ended December 31, 20172019 and 2016.2018. The following discussion and analysis containscontain forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements. See “Cautionary Note Concerning Forward-Looking Statements.” You also should specifically consider the various risk factors identified in this reportAnnual Report on Form 10-K that could cause actual results to differ materially from those anticipated in these forward-looking statements.

The share and per share information presented in the discussion of our Results of Operations for the years ended December 31, 2017 and 2016 gives effect to a one-for-six reverse stock split of our outstanding shares of common stock effected on April 14, 2017.

Overview

During the year ended December 31, 2017, the Company continuedWe are a holding company which, through our operating subsidiaries, is engaged in media and digital technology, primarily in sports entertainment and related technologies that bring fans closer to generate cash losses related to the discontinued operations (Horizon Globex/VoIP Business) until the date these operations were sold to the former CEO in August 2017. Of the results in the year ended December 31, 2017 the Company’s net loss totaled $7.4 million, of which $2.4 million related to the discontinued operations for the period up to August 11, 2017. The losses relating to continued operations totaled approximately $5.0 million, which were primarily made up of non-cash items totaling $4.5 million including, amortization of intangible assets, issuance of common stock warrants for services receivedathletes and amortization of debt issue costs and debt discounts.celebrities.

One Horizon Group, Inc. following the divestitureCurrent Structure of the Horizon Globex/VoIP Business (four entities) in August 2017 to the former CEO Brian Collins of the VoIP business, has retained the secure messaging business, based primarily in South East Asia. In addition, during 2018, theCompany

The Company has pursued investments in the digital media business and on February 22, 2018, acquired a controlling interest in Once In A Lifetime, LLC d/b/a 123Wish (www.123wish.com), anexperience based platform that offers participants an opportunity to play and win unique experiences from renowned celebrities, influencers, athletes, designers, artists, luxury items and more while supporting a diverse range of charities.following subsidiaries:

In addition on March 20,to the subsidiaries listed above, Suzhou Aishuo Network Information Co., Ltd (“Suzhou Aishuo”) is a limited liability company, organized in China and controlled by us via various contractual arrangements. Suzhou Aishuo is treated as one of our subsidiaries for financial reporting purposes in accordance with generally accepted accounting principles in the United States (“GAAP”).

Summary Description of Core Business

Touchpoint Connect Limited (“TCL”) 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.

TCL brings users closer to the action by enabling them to engage with clubs, favourite 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.

TCL is available to a broad audience as a white label product. The platform provides in-depth analytics that enable marketing teams to ensure that they deliver aligned, strategic messages and campaigns to the right audience at the right time.

The Company is based in the United States of America, Hong Kong, China and the United Kingdom. 

Disposal of Discontinued Operations

On October 22, 2018, we entered into an Exchange Agreement (“Browning Exchange Agreement”) pursuant to which we acquired alla majority of the outstanding shares (the “Controlling Interest in Browning”) of C-Rod,Browning Productions &Entertainment, Inc., a Florida corporation, including its record label, Velveteen Entertainment, and media division, Mues Media (collectively, the “C-Rod Companies” (“Browning”), pursuant to an Exchange Agreement with C-Rod, Inc., Christopher Rodriguez and Patricia Rodriguez, infrom William J. Browning, the sole stockholder of Browning.

In exchange for $150,000the controlling interest in cashBrowning, we paid Mr. Browning $10,000 and 1,000,000issued to him 12,000 shares of our common stock, plus an additional number of shares of our common stock based uponwhich can be up to a maximum of 680,000 shares, determined by dividing two and a half times the net after tax earnings of C-RodBrowning during the two years ending aftertwelve month period ended December 31, 2019 by the completionaverage of the acquisition.closing price of our common stock during the 10 consecutive trading days immediately preceding the end of 2019.

The C-Rod Companies will continue businessThough the terms of this transaction only required a $20,000 cash payment ($10,000 in cash under the non-binding letter of intent and $10,000 in cash under the Browning Exchange Agreement) to Mr. Browning, we were required to provide Browning with a working capital loan in an initial amount of $150,000, which is to be repaid out of the post-closing net profit of Browning, as well as earmark an additional $150,000 in cash for future investment in Browning (to assist in funding the future operations as ‘Love Media House,’ a wholly owned subsidiary of our company.Browning).

C-Rod, Inc.,We had a premier music production company founded in 2002 by Grammy-nominated, multi-platinum producer and composer Christopher Rodriguez, regularlyworks with superstar artists, which have included many celebrity acts such as Rihanna, Jennifer Lopez, Lady Gaga, Enrique Iglesias and Pet Shop Boys.right of first refusal to purchase the remaining shares of Browning.

The following financial forecasts, including the acquisitions completed in the first quarter of 2018, as projected by management, reflect the expected revenue and operating profit before Group costs, minority interests and amortization, to be generated duringDuring the year ended December 31, 2018. Our actual results may differ significantly2019, the Company decided to sell its interests in its subsidiaries, Love Media House Inc. (“Love Media”) and Browning. In connection with this determination, the Company concluded the intangible assets related to these subsidiaries were impaired. Accordingly, the Company recorded an impairment charge of $2,440,000 which is included in the loss from these expected results.discontinued operations.

In February 2020, the Company concluded the sale of its majority interest in Browning for the following consideration;

Currently, the Company is looking to negotiate a sale of its ownership interest in Love Media.  

COVID-19 Effects

In December 2019, a novel strain of coronavirus (COVID-19) emerged in Wuhan, Hubei Province, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to several other countries and infections have been reported globally.

Because COVID-19 infections have been reported throughout the United States and the United Kingdom, certain federal, state and local governmental authorities have issued stay-at-home orders, proclamations and/or directives aimed at minimizing the spread of COVID-19. Additional, more restrictive proclamations and/or directives may be issued in the future. As a result, the Company has seen delays in certain Touchpoint licensing agreements commencing operation which leads to subsequent delays in subscriptions being processed. All of the Company employees and management can operate from home whilst the stay-at-home orders remain in place.

The ultimate impact of the COVID-19 pandemic on the Company’s operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in an extended period of continued business disruption, reduced customer traffic and reduced operations. Any resulting financial impact cannot be reasonably estimated at this time but is anticipated to have a material adverse impact on our business, financial condition and results of operations.

The measures taken to date will impact the Company’s business for the fiscal first, second and third quarters and potentially beyond. Management expects that all of its business segments, across all of its geographies, will be impacted to some degree, but the significance of the impact of the COVID-19 outbreak on the Company’s business and the duration for which it may have an impact cannot be determined at this time

For the fiscal years ended December 31, 2019 and 2018, we our continuing operations generated revenues of $170,000 and $306,000, respectively; and reported net losses of $3,298,000 and $13,413,000, respectively, and negative cash flow from continuing operating activities of $1,431 and $2,973,000, respectively. As noted in our consolidated financial statements, we had an accumulated deficit of approximately $61.3 million and recurring losses from operations as of December 31, 2019. We anticipate that we will continue to report losses and negative cash flow. Our auditors have raised substantial doubt regarding our ability to continue as a going concern as a result of our historical recurring losses and negative cash flows from operations. See “Risk Factors—We have a history of operating losses and our auditors have indicated that unless there is additional equity or debt funding in 2020, there is a substantial doubt about our ability to continue as a going concern.”

Results of Operations

The following table sets forth information from our statements of operations for the years ended December 31, 20172019 and 2016.2018. 

Comparison of yearyears ended December 31, 20172019 and 20162018 (in thousands) excluding discontinued items.

Revenue: Our revenue for continuing operations for the year ended December 31, 20172019 was approximately $714,000$170,000 as compared to approximately $44,000$306,000 for the year ended December 31, 2016, an increase2018, a decrease of approximately $670,000$136,000 or 1,523%. The increase was primarily44.4% due to the increasea reduction in software licenses for secure messaging software in the gaming, education and security business sectors in the Asia region.revenue generating contracts.

Cost of Revenue: Cost of revenue wasis primarily the amortization of theintangible assets relating to subsidiaries acquired together with intellectual property relating toassociated with the secure messaging software.messaging.

Gross ProfitDeficit:  Gross lossdeficit for the year ended December 31, 20172019 was approximately $(141,000)$387,000 as compared to $(80,000)$1,676,000 for the year ended December 31, 2016.  2018. The decreased deficit is primarily due to the decrease in amortization.

Operating Expenses: Operating expenses including general and administrative expenses, consultancy expenses, depreciation and research and development expensesimpairment charges were approximately $ 4.25$3.3 million for the year ended December 31, 2017,2019, as compared to approximately $2.04$12.3 million, for the same period in 2016, an increase2018, a decrease of approximately $2.3$9.0 million or 116%73%. The increasedecrease in expenses primarily arose due to an increasedecreases in non-cash consulting expenditure..costs, acquisition costs and impairment charges.

Other Income (Expense): Net other income totaled approximately $0.4 million for the year ended December 31, 2019 as compared to approximately $0.5 million in the year ended December 31, 2018, a decrease of approximately $124,000. The decrease in net other income is due primarily to a decrease in interest expense charges and other income recognized from the planned disposition of Banana Whale.

Net Loss: Net loss from continuing operations for the year ended December 31, 20172019 was approximately $5.1$3.3 million as compared to a net loss from continuing operations of $2.8$13.4 million for the same period in 2016.2018.  Going forward, management believes the Company will continue to grow the business and increase profitability through acquisitions.

Foreign Currency Translation Adjustment:     Our reporting currency is the U.S. dollar. Our local currencies, Hong Kong Dollars, British pounds and Chinese Renminbi, are our functional currencies. Results of operations and cash flow are translated at average exchange rates during the period, and assets and liabilities are translated at the unified exchange rate at the end of the period. Translation adjustments resulting from this process are included in accumulated other comprehensive income in the statement of shareholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.

Liquidity and Capital Resources

During 2017 the Company has entered into agreements with the holder of $3,500,000 principal amount of convertible debentures then outstanding (the “Debentures”) and the holder of the 555,555 outstanding shares of its Series A-1 Preferred Stock (the “Preferred Shares”) pursuant to which it agreed to issue (the “Debenture Exchange”) to the holder of the Debentures upon conversion of $3,000,000 principal amount of the Debentures together with all interest accrued thereon, 13,000,000 shares of common stock, and, upon cancellation of the remaining balance due on the Debentures a $500,000 promissory note bearing interest at the rate of 7% per annum payable August 31, 2019 (the “7% Note”) and agreed to issue to the holder of the Preferred Shares, in exchange for the Preferred Shares (the “Preferred Exchange”), and the accrued but unpaid dividends thereon, 4,000,000 shares of common stock, together with a $500,000 promissory note bearing interest at the rate of 7% per annum.

The Company expects to receive further equity investment in April 2018 as a result of an exercise of 850,000 warrants held by First Choice International Company, Inc at $0.85 per share. In addition, $400,000 of convertible loan notes, including the $200,000 outstanding at December 31, 2017, were converted into common stock in February 2018.

Years Ended December 31, 20172018 and December 31, 20162018

The following table sets forth a summary of our approximate cash flows for the periods indicated:

Net cash used by operating activities from continuing operations was approximately $0.4$1.4 million for the year ended December 31, 20172019 as compared to approximately $1.4$3.0 million for the same period in 2016.2018. The decrease in cash used in operating activities from continuing operations is largely due to the reductiondecrease in cash expenditureexpenditures in 20172019 as compared to 2016.2018 related to the fundraising and management activities.

Net cash used inprovided by investing activities from continuing operations was approximately $2,000 and $8,000$1.7 million for the yearsyear ended December 31, 2017 and 2016, respectively.2019 as compared to net cash used of approximately $0.2 million. Net cash used inprovided by investing activities was primarily focused on investmentthe disposal of the interest in office equipment costs.Banana Whale Studios PTE LTD. 

Net cash provided by financing activities from continuing operations amounted to approximately $1.5 million for 2017 and $0.3 million for 2016.2019 and $3.5 million for 2018. Cash provided by financing activities in 20172019 and 2018 was primarily from the sale of Common Stock, netcommon stock and exercise of related costs. Cash provided by financing activities in 2016 was primarily due to the sale of Common Stockwarrants, net of related costs.

Our working capital surplus as of December 31, 2017, was approximately $0.89 million, as compared to a working capital deficit of approximately $1.95 million for the same date in 2016.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP. Our significant accounting policies are described in notes accompanying the consolidated financial statements. The preparation of the consolidated financial statements requires our management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosure of contingent assets and liabilities. Estimates are based on information available as of the date of the financial statements, and accordingly, actual results in future periods could differ from these estimates. Significant judgments and estimates used in the preparation of the consolidated financial statements apply critical accounting policies described in the notes to our consolidated financial statements.

We consider our recognition of revenues, accounting for the consolidation of operations, accounting for stock-based compensation, accounting for intangible assets and related impairment analyses, the allowance for doubtful accounts and accounting for equity transactions, to be most critical in understanding the judgments that are involved in the preparation of our consolidated financial statements.

Together with our critical accounting policies set out above,forth below, our significant accounting policies are summarized in Note 2 of our audited financial statements as of and for the year ended December 31, 2017.2019.

Revenue Recognition

The Company earns revenue under license agreements, for the use of its secure messaging software, which include a license fee and the sale of user licenses.

The Company recognizes revenue when it is realized or realizable and earned (and vendor specific objective evidence of fair value has been established for all elements in the license agreement). The Company establishes persuasive evidence of a sales arrangement for each type of revenue  transaction based on a signed contract or services have been rendered price fixed and determinable, and collectability is reasonably assumed.

Revenue for user licenses purchased by  customers is recognized when the user license is delivered.

Recent Accounting Pronouncements

In May 2014,February 2016, the Financial Accounting Standards Board issued Accounting Standards Update 2014-09, “Revenue from Contracts with Customers,2016-02, “Leases,” which supersedes the revenue recognition requirements ofcreated a new Topic, Accounting Standards Codification (“ASC”) Topic 605, “Revenue Recognition”842 and most industry-specific guidance on revenue recognition throughoutestablished the ASC. The new standard is principles-based and provides a five step model to determine when and how revenue is recognized. 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 the new standard12 months or less, a lessee is that revenue shouldpermitted to make an election under which such assets and liabilities would not be recognized, whenand lease expense would be recognized generally on a company transfers promised goods or services to customers in an amount that reflectsstraight-line basis over the consideration to which the company expects to be entitled in exchange for those goods or services. The newlease term. This standard also requires disclosure of qualitative and quantitative information surrounding the amount, nature, timing and uncertainty of revenues and cash flows arising from contracts with customers. The new standard, as updated in 2015, will be effective for us in the first quarter of the year ending December 31, 2018 and can be applied either retrospectively to all periods presented or as a cumulative-effect adjustment as of the date of adoption.

        In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing.” ASU 2016-10 clarifies the implementation guidance on identifying performance obligations. This ASU applies to all companies that enter into contracts with customers to transfer goods or services. This ASU is effective for public entitiesthe Company beginning in 2019 and was adopted by the Company for interim and annual reporting periodsthe year beginning after December 15, 2017. Early adoption is permitted, but not before interim and annual reporting periods beginning after December 15, 2016. Entities have the choice to apply the ASU either retrospectively to each reporting period presented or by recognizing the cumulative effect of applying these standards at the date of initial application and not adjusting comparative information. We haveJanuary 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 new accounting standard on our revenue recognition policies and do not believe that it will have an impact on our financial statements.Company has no leasing arrangements with terms greater than one year.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by Item 304 of Regulation S-K.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our financial statements, including the independent registered public accounting firm’s report on our financial statements, are included beginning at page F-1 immediately following the signature page of this report.Annual Report on Form 10-K.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Limitations on the Effectiveness of Disclosure Controls. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Evaluation of Disclosure Controls and Procedures. Under the supervision and with the participation of our management, including our chief executive officerChief Executive Officer and our chief financial officer,Chief Financial Officer, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures for the period ended December 31, 2017.2019. Our chief executive officerChief Executive Officer and chief financial officerChief Financial Officer concluded that due to the deficiency in the internal control over financial reporting discussed below, our disclosure controls and procedures (as defined in Rules 13a-15(e)13a-15(f) and 15d-15(e) under the Exchange Act) were not effective as of December 31, 2017.2019.

Management’s Report on Internal Control over Financial Reporting

Our management is also responsible for establishing and maintaining adequate internal controls over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors (notably, the Audit Committee thereof), management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principlesGAAP and includes those policies and procedures that:

●       Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

●       Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

●       Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, our internal control over financial reporting may not prevent or detect all misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management, including our Chief Executive Officer and our Chief Financial Officer, has assessed the effectiveness of our internal control over financial reporting as of December 31, 2017.2019. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—IntegratedControl-Integrated Framework (2013). Due to a lack of accounting personnel, the Company’s inability to segregate various accounting functions, lack of a control function over original documentation of agreements, and a lack of a documented control environment with respect to our operating entities, management has concluded that there was a material weakness due toin our inability to segregate various accounting functionsinternal control environment based on these matters and has concluded that as of December 31, 2017,2019, our internal control over financial reporting was not effective based on those criteria.effective.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. The rules of the Securities and Exchange CommissionSEC do not require an attestation of the Management’smanagement’s report by our registered public accounting firm in this annual report.

Changes in Internal Control over Financial Reporting

Other than described above, duringDuring the fiscal quarteryear ended December 31, 2017,2019, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

Entry into a Material Definitive Agreements & Unregistered Sales of Equity Securities

Catalyst Corporate Solutions, LLC Consulting Agreement

On August 5, 2019, the Company entered into a Consulting Agreement (the “Catalyst Agreement”) between the Company and Catalyst Corporate Solutions, LLC (“Catalyst”). Pursuant to the terms of the Catalyst Agreement, the Company retained Catalyst to (i) assist the Company with its plans to expand its business; and (ii) furnish additional ongoing management and business consulting services aimed at enhancing Company’s business (collectively, the “Catalyst Consulting Services”).

The Catalyst Agreement had a term of six months, but the Company had the right to cancel the Catalyst Agreement by providing 30 days’ written notice to Catalyst. Notwithstanding, in the event of a termination notice, all of the compensation mentioned in the Catalyst Agreement and issued to Catalyst up to and including 15 days following the termination notice will be deemed earned (or immediately due and payable). The Catalyst Agreement provides that Catalyst will not be issued, at any time during the term of the Catalyst Agreement or any extension thereof, such number of shares of Company common stock that would result in beneficial ownership by Catalyst and its affiliates of more than 9.99% of the outstanding shares of Company common stock.

In order to incentivize Catalyst to enter into the Catalyst Agreement and to provide the Catalyst Consulting Services and for other good and valuable consideration, the Company agreed to issue and immediately and irrevocably deliver to Catalyst 2,500,000 restricted shares of Company common stock.

20 Catalyst Corporate Solutions, LLC Accord and First Amended Consulting Agreement

On April 21, 2020, the Company entered into the Accord and First Amended Consulting Agreement (the “Amended Catalyst Agreement”), dated as of April 16, 2020, by and between the Company and Catalyst. The Amended Catalyst Agreement amends the Catalyst Agreement. Pursuant to the terms of the Amended Catalyst Agreement, Catalyst agreed to provide the Consulting Services until October 15, 2020 in exchange for issuance by the Company of 5,000,000 shares of Company common stock.

In addition, pursuant to the terms of the Catalyst Agreement, the parties agreed that the 2,500,000 shares that were issued would not be subject to a reverse split. As previously disclosed, on September 26, 2019, the Company effected a 1-for-25 reverse stock split of the Company’s common stock (the “Reverse Split”). Pursuant to the terms of the Amended Catalyst Agreement, the Company agreed to issue to Catalyst an additional 2,400,000 shares of Company common stock as a corrective share issuance that the parties agreed was fully earned by Catalyst as of August 20, 2019.

Convertible Note

On November 21, 2019, the Company issued a convertible note (the “Convertible Note”) to Bespoke Growth Partners, Inc. (“Bespoke”) in the principal amount of $300,000. The Convertible Note is payable in full on May 21, 2020 and bears interest at the rate of 20% per annum. Accrued interest on the Convertible Note is payable each month on the 30-day anniversary of the issue date. The Convertible Note carries an original issue discount of $100,000; Accordingly, the purchase price of the Convertible Note is $200,000. The Convertible Note may not be prepaid in whole or in part except as set forth in the Convertible Note. Any amount of principal or interest on the Convertible Note which is not paid when due shall bear interest at the rate of the lesser of 28% per annum or the maximum amount permitted under applicable law from the due date until paid. The Convertible Note may be convertible into shares of the Company’s common stock at any time only following an event of default at a price per share of 50% (representing a 50% discount) of the lowest one trading price for the Company’s common stock during the 20-trading day period ending on the last complete trading day prior to the date of conversion.

Quantum Lexicon Consulting Agreement

On April 20, 2020, the Company entered into a Consulting Agreement (“Quantum Agreement”), dated as of April 16, 2020, by and between the Company and Quantum Lexicon (“Quantum”). Pursuant to the terms of the Quantum Agreement, the Company retained Quantum to (i) assist the Company with its plans to grow its business; and (ii) furnish additional ongoing management and business consulting services aimed at enhancing the Company’s business (collectively, the “Quantum Consulting Services”).

The Quantum Agreement had a term of six months, but the Company had the right to cancel the Quantum Agreement by providing 30 days’ written notice to Quantum. Notwithstanding, in the event of a termination notice, all of the compensation mentioned in the Quantum Agreement and issued to Quantum up to and including 15 days following the termination notice will be deemed earned (or immediately due and payable). The Quantum Agreement provides that Quantum will not be issued, at any time during the term of the Quantum Agreement or any extension thereof, such number of shares of Company common stock that would result in beneficial ownership by Quantum and its affiliates of more than 9.99% of the outstanding shares of Company common stock.

In order to incentivize Quantum to enter into the Quantum Agreement and to provide the Quantum Consulting Services and for other good and valuable consideration, the Company agreed to issue and immediately and irrevocably deliver to Quantum 2,000,000 restricted shares of Company common stock.

With regard to any acquisition of a company introduced by Quantum that results in ownership by the Company of not less than 20% of such company, the Company agreed to compensate Quantum within three business days of closing of such transaction by that amount of cash that equates to 5% of the anticipated total purchase price or deal value or that amount of Company stock that equates to 7.5% of the anticipated purchase price or deal value.

The foregoing descriptions of the Catalyst Agreement, the Amended Catalyst Agreement and the Quantum Agreement are qualified in their entirety by reference to such Catalyst Agreement, Amended Catalyst Agreement, Convertible Note and Quantum Agreement, copies of which are filed as Exhibits 10.45, 10.46, 10.47 and 10.48, respectively, to this Annual Report on Form 10-K.

On April 24, 2020, the Company issued an aggregate of 5,000,000 shares to an employee in advance of stock awards due to him. The Company claims an exemption from the registration requirements of the Securities Act for the private placement of the securities issued to this employee and to Catalyst and Quantum pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder because, among other things, the transaction did not involve a public offering, the recipients are accredited investors, the recipients acquired the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Board of Directors and Executive Officers

The following table sets forth the names, positions and ages of our directors and executive officers as of the date of this Annual Report on Form 10-K. Our directors are elected by our stockholders at annual meeting of the stockholders and serve until the next annual meeting of the stockholders or, in absence of such annual meeting, until their successors are elected and qualified. Officers are elected by our board of directors and their terms of office are at the discretion of our board.

Directors and Executive Officers

Biographical information concerning the directors and executive officers listed above is set forth below.  

Mark White.  Mr. White was appointed as President, Chief Executive Officer and a director of the Company on September 8, 2017. Mr. White previously served as the Company’s Chief Executive Officer from November 30, 2012 to July 24, 2014founded and as a director from December 2012 to July 2014. From July 2014 to August 2017, he was engaged as a private investor seeking business and investment opportunities. Mr. White served as thebecame Chief Executive Officer of a predecessor of the Company, One Horizon Group PLC, in 2004 and served as Chief Executive Officer and a Director of One Horizon Group, Inc. from 20042012 to November 2012.2014. His entrepreneurial career in the distribution of electronic equipment and telecommunications spans over 2025 years.

He founded Next Destination Limited in 1993, the European distributor for Magellan GPS and satellite products, and sold the business in 1997. Prior to that, Mr. White was Chief Executive Officer for Garmin Europe, where he built up the company’s European distribution network. He previously sold Garmin’s GPS products through Euro Marine Group Ltd, a company he formed in 1990, which established distribution in Europe for U.S. manufacturers of marine electronic equipment. Earlier in

Apart from his career,product and technical knowledge, Mr. White washas a wealth of experience in corporate finance. He has led in excess of 25 merger and acquisition transactions and associated funding and financing rounds and has successfully transformed numerous company’s fortunes on both the Sales Director for Cetrek Limited, a maritime autopilot manufacturer.private and public markets.

Martin Ward.Mr. Ward has served as Chief Financial Officer since November 30, 2012 and a director of the Company since December 10, 2012. Mr. Ward served2012, and as the Chief Financial Officer and Company Secretary of One Horizon Group PLC from 2004 to November 2012. Prior to joining One Horizon Group, Mr. Wardand its predecessor since 2004.  During that time, he has overseen the Company’s United Kingdom arm float on the London AIM market and in 2012 merge with an OTC market company that was a partner at Langdowns DFK, a United Kingdom-based chartered accountancy practice. Earlieruplisted the NASDAQ Capital Market in his career, between 1983 and 1987, he worked for PricewaterhouseCoopers as an Audit Manager.2014. Mr. Ward is a fellowFellow of the Institute of Chartered Accountants ofin England and Wales.Wales (“ICAEW”) and qualified as a Chartered Accountant in 1983.

Nicholas Carpinello.Mr. Carpinello has served asasa member of the Board of Directors since 2013.  He is an Independent Director of the Company and is the Chairman of the Audit Committee and a director since March 7, 2013.member of the Compensation and the Nomination & Governance Committees. He has been the owner of Carpinello Enterprises LLC d/b/a Cottman Transmission Center, a nationalU.S. nationwide auto service franchise since 2004 and also has worked as a consultant to SatCom Distribution Inc. (“SDI”), assisting in various business, tax and financial matters of US operations of UK-based distributors of satellite communication hardware and airtime, since 2005. Prior to November 2012, SDI was a subsidiary of One Horizon Group PLC.2004.  Mr. Carpinello’s years of professional experience are extensive and include experience as CFO and Treasurer with multinational public and private manufacturers of armored vehicles and, later in his career, CFO of privately-held companies in the computer science field. He is a Certified Public Accountant, an alumnus of Arthur Andersen & Co., and holds a BA degree in Accounting from the University of Cincinnati.

Richard VosNalin Jay.

Mr. VosJay was appointed as a director in 2019 and has many years’ experience in corporate finance and management consultancy.  Currently, he heads up Carnegie Stewart, a strategic, financial and management consultancy business that he founded in 2011. Clients include several major law firms, such as Allen & Overy, Linklaters, White & Case and Freshfields as well as major corporations such as Bank of America Merrill Lynch, Starwood Hotels, Grosvenor, Gammon Construction and Brown Brothers Harriman.

In addition, Mr. Jay has a long and successful track record in sports, where he has advised a number of Premier League and Championship teams on August 28, 2013.issues ranging from player acquisition, global sponsorship (with a particular focus on Asia), player and team performance and corporate strategy. Carnegie Stewart’s sporting clients have included Lee Grant, Gianfranco Zola, Aaron Ramsey, Ole Solskjaer, and Roberto Martinez.

Mr. Vos has beenNalin is a non-executive director of NSSC Operations Ltd., which operates the National Space Centre in the United Kingdom, until February 2018 and was chairman of its audit committee. From August 2014 to March 2017. Mr Vos was a non-executive director of Tawsat Limited and Tawsat Holdings Limited, both Irish registered companies which hold intelluctual property in certain satellite operations.

Mr. Vos was an Independent Director from 2007 to January 2017 of Avanti Communication Group plc, a public company listed on the London Stock Exchange (LSE:AVN), where he was chairman of its remuneration committee and audit committee. From June 2005 to June 2010, Mr. Vos was a director of our United Kingdom subsidiary. One Horizon Group plc (formerly SatCom Group Holdings plc) (“One Horizon UK”), and from October 2006 to June 2010 was also Chairman. From July 2005 to March 2010, One Horizon UK was listed on the Alternative Investment Marketgraduate of the London Stock Exchange (AIM: SGH). From October 2008 to October 2010, Mr. Vos served asSchool of Economics and a directornon-practising Barrister and Member of TerreStar Europe Ltd., a former start-up business seeking to provide mobile satellite services in Europe. From April 2003 to 2009, Mr. Vos was chairman of the Telecommunications and Navigation Advisory Board of the British National Space Centre (subsequently reconstituted as the United Kingdom Space Agency). From September 2006 to June 2009, Mr. Vos was a director of Avanti Screenmedia Group plc, formerly listed on the London Stock Exchange (LSE:ASG), which provided satellite and other services. Mr. Vos obtained his Bachelor of Arts with Honors in Modern Languages from University of London in 1968, and his Diploma in Management Studies from Kingdom Polytechnic in 1973. Lincoln’s Inn.

Robert Law.Mr. Law has served as a directormember of the Board of Directors since August 28, 2013.  SinceHe is an Independent Director of the Company and is the Chairman of the Compensation Committee and a member of the Nomination & Governance and the Audit Committees. From 1990 until 2016, Mr. Law has served as chief executive officer of Langdowns DFK Limited (“Langdowns”), a United Kingdom-based accounting, tax and business advisory firm, and since 1979 has served as a director of Langdowns.  Also, since 1990, Mr. Law has been the chief executive officer of Southern Business Advisers LLP (“Southern Business Advisers”), a United Kingdom-based business associated with Langdowns that also offers accounting, tax and business advisory services, and has been a member of Southern Business Advisers since 1979.services. Mr. Law is a Fellow of the Institute of Chartered Accountants in England and Wales (“ICAEW”), and is a member of the Valuation and Information Technology Faculties of the ICAEW. Mr. Law qualified as an ICAEWa Chartered Accountant in 1976.

Ajing Zhang. Mr. Zhang was appointed as a director in 2019. Hewas managing director of Shanghai Suonengderui Energy Science and Technology Development Co., Ltd. from 2011 to 2018. From 2010 to 2011, he was Executive Deputy General Manager of China Energy Conservation and Environmental Protection Shanghai Company. From 2006 to 2010, he was Deputy General Manager of Shanghai Citelum Kighting Design Co. Ltd. From 2003 to 2006, he was Assistant General Manager of Oriental Pearl Group Co., Ltd. From 1992 to 2003, he was Assistant General Manager and Financial Manager of Oriental Pearl Taxi Co., Ltd. From 1989 to 1992, he was Finance Supervisor of Shanghai Qichongtian Hotel. Mr. Zhang received a Bachelor’s degree from Shanghai Lixin College of Accounting in 1987 (where he majored in Accounting), a postgraduate degree from East China Normal University in 1999 (where he majored in Economic Information Management) and a Master’s degree from Macau University of Science and Technology in 2004 (where he majored in Business Administration Management).

Pengfei Li. Mr. Li was appointed as a director in 2019. He has been Investment Director of Dachao Asset Management (Shanghai) Co., Ltd., of which Mr. Wu is Chairman, since 2018. From 2015 to 2017, he was Assistant resident of Shanghai Lighter Capital Management Co., Ltd. From 2013 to 2015, he was Investment Manager of Shanghai Fosun Hiogh Technology (Group) Co., Ltd/Shanghai Yuyuan Gold and Jewelry Group Ltd. Mr. Li received a Bachelor’s degree from Shanghai University of Engineering Science in 2011 (where he majored in International Economics and Trade) and a Master of Science degree from the University of Brighton (United Kingdom) in 2013 (where he majored in MSc Finance and Investment).

There are no family relationships among our directors and executive officers. Each director is elected at our annual meeting of shareholders and holds office until the next annual meeting of shareholders, or until his successor is elected and qualified, or his earlier death, resignation or removal. Officers are elected by and serve at the discretion of the Board of Directors.

Information Concerning the Board of Directors

Board Leadership Structure and the Board’s Role in Risk Oversight.

The Board of Directors currently does not have a Chairman. Our Chief Executive Officer acts as the Chairman of the Board. The Board determined that in the best interest of the Company the most effective leadership structure at this time is not to separate the roles of Chairman and Chief Executive Officer. A combined structure provides the Company with a single leader who represents the Company to our stockholders, regulators, business partners and other stakeholders, among other reasons set forth below. Should the Board conclude otherwise, the Board will separate the roles and appoint an independent Chairman.

The Board of Directors does not have a specific role in risk oversight of the Company. The Chairman, President and Chief Executive Officer and other executive officers and employees of the Company provide the Board of Directors with information regarding the Company’s risks.

Compensation of Directors

Non-employee directors are entitled to receive compensation for serving as directors and may receive option grants from our company. Employee directors do not receive any compensation for their services as directors. All of our directors are reimbursed for expenses incurred by them in connection with attending Board of Directors’ meetings. The following table sets forth all cash compensation paid or where unpaid, accrued by us as well as certain other compensation paid or accrued, in 2017,2019 to each of our non-employee directors.

Independent Directors

Our Board of Directors has determined that Nicholas Carpinello, Robert Law and Richard VosNalin Jay are “independent directors” within the meaning of NASDAQ Marketplace Rule 5605(a)(2).

Board Meetings; Committees and Membership

The Board of Directors held 7seven meetings during the fiscal year ended December 31, 2017 (“fiscal 2017”).2019. During fiscal 2017, each of the directors then in office attended2019, more than 75% of the directors attended aggregate of (i) the total number of meetings of the Board of Directors and (ii) the total number of meetings of all committees of the Board on which such director served.

We maintain the following committees of the Board of Directors: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Each committee is comprised entirely of directors who are “independent” within the meaning of NASDAQ Marketplace Rule 5605(a)(2). Each committee acts pursuant to a separate written charter, and each such charter has been adopted and approved by the Board of Directors. Copies of the committee charters are available on our website at airindustriesgroup.comtouchpointgh.com under the heading “Investor Relations.” As of March 8, 2019, our common stock is quoted on the OTCQB tier of the OTC Markets and ceased trading on Nasdaq.

Audit Committee

Our Audit Committee consists of NicholasMessrs. Carpinello, Robert Law and Richard Vos,Jay, each of whom is independent. The Audit Committee held 4 meetings during 2019 and acted by written consent X times. The Audit Committee assists the Board of Directors oversight of (i) the integrity of financial statements, (ii) our compliance with legal and regulatory requirements, (iii) the independent auditor’s qualifications and independence, and (iv) the performance of our internal audit function and independent auditor, and prepares the report that the Securities and Exchange CommissionSEC requires to be included in our annual proxy statement. The audit committee operates under a written charter. Mr. Carpinello is the Chairman of our audit committee.

The Board of Directors determined that Mr. Carpinello possesses accounting or related financial management experience that qualifies him as financially sophisticated within the meaning of Rule 4350(d)(2)(A) of the Nasdaq Marketplace Rules and that he is an “audit committee financial expert” as defined by the rules and regulations of the SEC. As of March 8, 2019, our common stock is quoted on the OTCQB tier of the OTC Markets and ceased trading on Nasdaq.

A copy of current charter of Audit Committee is available on the Company’s website at http://content.stockpr.com/content.stockpr.com/onehorizongroup/media/6f6926ac07f2526da1eaa0d94f84c6d7.pdf6f6926ac07f2526da1eaa0d94f84c6d7.pdf.

Nominating and Corporate Governance Committee

The purpose of the Nominating and Corporate Governance Committee is to assist the Board of Directors in identifying qualified individuals to become members of our Board of Directors, in determining the composition of the Board of Directors and in monitoring the process to assess Board effectiveness. Each of NicholasMessrs. Carpinello, Robert Law and Richard VosJay are members of the Nominating and Corporate Governance Committee. Mr. Jay serves as Chairman of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee held 4 meetings during 2019 and acted by written consent X times. The Nominating and Corporate Governance Committee operates under a written charter. Mr. Richard Vos is the Chairman of the Nominating and Corporate Governance Committee.

A copy of current charter of Nominating and Corporate Governance Committee is available on the Company’s website at http://content.stockpr.com/content.stockpr.com/onehorizongroup/media/8eccadeceb1ccc10b249cc5ab2456058.pdf8eccadeceb1ccc10b249cc5ab2456058.pdf.

Compensation Committee

The Compensation Committee is responsible for overseeing and, as appropriate, making recommendations to the Board of Directors regarding the annual salaries and other compensation of our executive officers and general employees and other policies, and for providing assistance and recommendations with respect to our compensation policies and practices. Each of NicholasMessrs. Carpinello, Robert Law and Richard VosJay are members of the Compensation Committee. The Compensation Committee operates under a written charter. Mr. Robert Law is the Chairman of Compensation Committee. The Compensation Committee held 4 meetings during 2019 and acted by written consent X times.

As required by Rule 10C-1(b)(2), (3) and (4)(i)(vi) under the Securities Exchange Act, of 1934 (the “Act”) , our Compensation Committee has, among the others, the following responsibilities and authority.

A copy of current Charter of Compensation Committee is available on the Company’s website at http://content.stockpr.com/content.stockpr.com/onehorizongroup/media/abf14232f92dbd65d5ee4c83d7b1fa3b.pdfabf14232f92dbd65d5ee4c83d7b1fa3b.pdf.

Code of Ethics

Our board of directors has adopted a Policy Statement on Business Ethics and Conflicts of Interest (“Code of Ethics”) applicable to all employees, including the Company’s chief executive officer and chief financial officer. A copy of the Code of Ethics and Business Conduct is available on the Company’s website at  http://content.stockpr.com/content.stockpr.com/onehorizongroup/media/250c1db923f658aca6cc69dfc35c7f89.pdf250c1db923f658aca6cc69dfc35c7f89.pdf.

Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports

Section 16(a) of the Exchange Act and the rules thereunder require our officers and directors, and persons that own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and to furnish us with copies. Based solely on our review of the copies of the Section 16(a) forms received by us, or written representations from certain reporting persons, we believe that during the fiscal year ended December 31, 20172019 all of our officers, directors, and beneficial owners of more than 10% of our outstanding shares of common stock filed on a timely basis all reports required by Section 16(a) of the Exchange Act, except that Mark Whiteas follows: Mr. Jay failed to file a Form 4 reporting his conversion of 555,555 shares of Series A-1 Preferred Stock (the “Preferred Shares”) into 4,000,000 shares of common stock on November 27, 2017 and the transfer of 2,000,000 of those shares to Zhanming Wu on November 27, 2017 in consideration for Mr. Wu’s previous contribution to Mr. White of $250,000 to be used3 in connection with Mr. White’s initial purchase of the Preferred Shares.his appointment in December 2019.

Stockholder Communications

Stockholder Communications

OHGITGHI stockholders who want to communicate with our Board or any individual director can write to:

One HorizonTouchpoint Group Holdings, Inc.  

34 South Molton Street 4300 Biscayne Blvd, Suite 203

London W1K 5RG, United Kingdom Miami FL 33137

Attn: Board Administration

Your letter should indicate that you are an OHGIa Touchpoint stockholder.  Depending on the subject matter, management will:

At each Board meeting, a member of management presents a summary of all communications received since the last meeting that were not forwarded and makes those communications available to the Directors on request.

ITEM 11. EXECUTIVE COMPENSATION

The following tables set forth, for the periods indicated, the total compensation awarded to, earned by or paid to each person who served as the principal executive officer during the fiscal year ended December 31, 2017 (“Fiscal 2017”)2019 and each other executive officer whose total compensation awarded to, earned by or paid to such other executive officer for Fiscal 20172019 was in excess of $100,000 for services rendered in all capacities to the Company and its subsidiaries (together, the “Named Executive Officers”).

2019 Summary Compensation Table: ExecutivesTable