Touchpoint (TGHI) 10-Q 19 Nov 19 2019 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2019	Nov. 14, 2019
Document and Entity Information [Abstract]
Entity Registrant Name	Touchpoint Group Holdings Inc.
Entity Central Index Key	0000225211
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Sep. 30, 2019
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2019
Entity Current reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity shell Company	false
Entity Emerging Growth Company	false
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		3,936,600
Entity File Number	001-36530
Entity Interactive Data Current	Yes
Entity Incorporation State Country Code	DE

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Current assets:
Cash	$ 497	$ 313
Accounts receivable, net	80
Prepaid compensation	550	550
Investment	100	100
Other receivable	500	2,022
Advances to acquisition target	210	70
Other current assets	326	381
Current assets of continued items	2,263	3,436
Current assets of discontinued items	29	586
Total current assets	2,292	4,022
Intangible assets, net	2,527	2,908
Prepaid compensation, net of current portion	1,055	1,467
Non-current assets of discontinued operations	34	2,528
Total assets	5,908	10,925
Current liabilities:
Accounts payable	509	311
Accrued expenses	168	121
Accrued compensation	268	181
Notes payable	723
Amount due to related parties	6
Promissory notes, related parties	1,000	1,000
Current liabilities of continued operations	2,674	1,613
Current liabilities of discontinued operations	404	842
Total current liabilities	3,078	2,455
Long-term liabilities
Non-current liabilities of discontinued operations	27
Total liabilities	3,105	2,455
Temporary Equity - redeemable common stock outstanding 33,945 shares	605	605
Stockholders' Equity
Preferred stock: $0.0001 par value, authorized 50,000,000; No shares issued and outstanding
Common stock: $0.0001 par value, authorized 200,000,000 shares; issued and outstanding 3,897,177 shares as of September 30, 2019 (December 2018 – 3,502,387)	2	8
Additional paid-in capital	61,714	62,600
Share subscription receivable		(1,425)
Accumulated (Deficit)	(60,496)	(54,854)
Accumulated other comprehensive income	(24)	(35)
Total Touchpoint Group Holdings Inc. stockholders' equity	1,196	6,294
Non-controlling interest	1,002	1,571
Total stockholders' equity	2,198	7,865
Total liabilities and stockholders' equity	$ 5,908	$ 10,925

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Redeemable common stock outstanding	33,945	33,945
Preferred stock: par value	$ 0.0001	$ 0.0001
Preferred stock: authorized	50,000,000	50,000,000
Preferred stock: issued
Preferred stock: outstanding
Common stock: par value	$ 0.0001	$ 0.0001
Common stock: authorized	200,000,000	200,000,000
Common stock: issued	3,897,177	3,502,387
Common stock: outstanding	3,897,177	3,502,387

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Revenue	$ 82	$ 3	$ 130	$ 108
Cost of revenue:
Total cost of revenue	139	109	419	338
Gross deficit	(57)	(106)	(289)	(230)
Expenses:
General and administrative	1,047	1,157	2,627	4,158
Depreciation			1	1
Acquisition services				1,874
Total expenses	1,047	1,157	2,628	6,033
Loss from operations	(1,104)	(1,263)	(2,917)	(6,263)
Other income and expense:
Interest expense	(39)	(18)	(64)	(408)
Foreign exchange	(2)	(3)	(4)	(4)
Other income			553
Total other income and expense	(41)	(21)	485	(412)
Loss on continuing operations	(1,145)	(1,284)	(2,432)	(6,675)
Loss from discontinued operations	(2,777)	(1,211)	(3,330)	(2,042)
Net loss for the period	(3,922)	(2,495)	(5,762)	(8,717)
Net loss attributable to non-controlling interest	20	186	120	652
Net loss attributable to Touchpoint Group Holdings Inc. common stockholders	$ (3,902)	$ (2,309)	$ (5,642)	$ (8,065)
Earnings per share
Basic and diluted net loss per share - continuing operations	$ (0.30)	$ (0.62)	$ (0.67)	$ (3.97)
Basic and diluted net loss per share - discontinued operations	$ (0.73)	$ (0.58)	$ (0.91)	$ (1.21)
Weighted average number of shares outstanding
Basic and diluted	3,823	2,086	3,655	1,682
Software Costs
Cost of revenue:
Total cost of revenue			$ 4
Amortization of Intangible Assets
Cost of revenue:
Total cost of revenue	$ 139	$ 109	$ 415	$ 338

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Statement of Comprehensive Income [Abstract]
Net loss	$ (3,902)	$ (2,309)	$ (5,642)	$ (8,065)
Other comprehensive income:
Foreign currency translation adjustment (loss) gain		(1)	11	(15)
Total comprehensive loss	$ (3,902)	$ (2,310)	$ (5,631)	$ (8,080)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Equity (Unaudited) - USD ($) $ in Thousands	Mezzanine Equity	Common Stock	Additional Paid-In	Stock Subscription Receivable	Accumulated Deficit	Accumulated Other Comprehensive Income	Stock subscription receivable	Non-Controlling Interest	Total
Balance at beginning at Dec. 31, 2017		$ 1	$ 48,358		$ (41,085)	$ (22)			$ 7,252
Balance at beginning (in shares) at Dec. 31, 2017		1,210
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss					(2,574)			(120)	(2,694)
Foreign currency translation						(1)			(1)
Issuance of shares for services	$ 199		728						728
Issuance of shares for services (in shares)	7	19
Issuance of shares for acquisitions		$ 93	2,507					1,353	3,860
Issuance of shares for acquisitions (in shares)
Shares issued for exercise of warrants			563						563
Shares issued for exercise of warrants (in shares)		30
Issuance of shares for conversion of debt	$ 406
Issuance of shares for conversion of debt (in shares)	27
Conversion benefit on convertible notes			200						200
Balance at ending at Mar. 31, 2018	$ 605	$ 1	52,356		(43,659)	(23)		1,233	9,908
Balance at ending (in shares) at Mar. 31, 2018	34	1,352
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss					(3,182)			(346)	(3,528)
Foreign currency translation						(13)			(13)
Issuance of shares for services			2,897						2,897
Issuance of shares for services (in shares)		185
Issuance of shares for acquisitions		$ 1	5,422					4,937	10,360
Issuance of shares for acquisitions (in shares)		312
Shares issued for exercise of warrants			795				(370)		425
Shares issued for exercise of warrants (in shares)		108
Increase in service compensation due to change in exercise price			403						403
Issuance of shares for cash			350						350
Issuance of shares for cash (in Shares)		70
Issuance of shares for exercise of convertible promissory notes			406						406
Issuance of shares for exercise of convertible promissory notes (in shares)		27
Balance at ending at Jun. 30, 2018	$ 605	$ 2	62,629		(46,841)	(36)	(370)	5,824	21,208
Balance at ending (in shares) at Jun. 30, 2018	34	2,054
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss					(2,309)			(186)	(2,495)
Foreign currency translation						(1)			(1)
Shares issued for exercise of warrants			73						73
Shares issued for exercise of warrants (in shares)		39
Receipt of stock subscription receivable			(185)				370		185
Shares issued for sale of stock			474						474
Shares issued for sale of stock, shares		241
Increase in service compensation due to change in exercise price			141						141
Shares issued for services to be provided			175						175
Shares issued for services to be provided (in Shares)		40
Balance at ending at Sep. 30, 2018	$ 605	$ 2	63,307		(49,150)	(37)		5,638	19,760
Balance at ending (in shares) at Sep. 30, 2018	34	2,374
Balance at beginning at Dec. 31, 2018	$ 605	$ 2	62,606	(1,425)	(54,854)	(35)		1,571	7,865
Balance at beginning (in shares) at Dec. 31, 2018	34	3,502
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss					(656)			(34)	(690)
Foreign currency translation						11			11
Disposal of equity in Banana Whale Studios PTE Limited								(449)	(449)
Balance at ending at Mar. 31, 2019	$ 605	$ 2	62,606	(1,425)	(55,510)	(24)		1,088	6,737
Balance at ending (in shares) at Mar. 31, 2019	34	3,502
Balance at beginning at Dec. 31, 2018	$ 605	$ 2	62,606	(1,425)	(54,854)	(35)		1,571	7,865
Balance at beginning (in shares) at Dec. 31, 2018	34	3,502
Balance at ending at Sep. 30, 2019	$ 605	$ 9	62,876	(1,425)	(56,594)	(24)		1,022	2,198
Balance at ending (in shares) at Sep. 30, 2019	848	94,609
Balance at beginning at Mar. 31, 2019	$ 605	$ 2	62,606	(1,425)	(55,510)	(24)		1,088	6,737
Balance at beginning (in shares) at Mar. 31, 2019	34	3,502
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss					(1,084)			(66)	(1,150)
Shares issuance for contract modification			127						127
Shares issuance for contract modification (in Share)		82
Shares issued for services to be provided			150						150
Shares issued for services to be provided (in Shares)		200
Balance at ending at Jun. 30, 2019	$ 605	$ 2	62,883	(1,425)	(56,594)	(24)		1,022	5,864
Balance at ending (in shares) at Jun. 30, 2019	34	3,784
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss					(3,902)			(20)	(3,922)
Shares cancelled			(1,275)	1,275
Shares cancelled, shares		(340)
Shares subscription settled through services supplied				150					150
Shares issued for loan commitment fees			67						67
Shares issued for loan commitment fees, shares		174
Shares issued for services to be provided			39						39
Shares issued for services to be provided (in Shares)		100
Shares issued as security for loan
Shares issued as security for loan, shares		179
Balance at ending at Sep. 30, 2019	$ 605	$ 9	$ 62,876	$ (1,425)	$ (56,594)	$ (24)		$ 1,022	$ 2,198
Balance at ending (in shares) at Sep. 30, 2019	848	94,609

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Cash flows from operating activities:
Net loss for the period, continuing operations	$ (2,432)	$ (6,675)
Adjustment to reconcile net loss for the period to net cash flows from operating activities:
Depreciation of property and equipment	1	1
Amortization of intangible assets	415	338
Gain on sale of interest in subsidiary	(553)
Amortization of beneficial conversion feature		355
Shares issued for services	256	3,392
Shares issued for contract modification	127
Amortization of shares issued for services	689	872
Changes in operating assets and liabilities:
Accounts receivable	(97)	15
Other assets	(68)	(114)
Accounts payable and accrued expenses	339	(112)
Net cash flows from continuing operating activities	(1,323)	(1,928)
Net cash flows from discontinued operating activities	(578)	(445)
Net cash flows from total operating activities	(1,901)	(2,373)
Cash used in investing activities:
Cash advances to former acquisition target	(140)
Proceeds from sale of interest in subsidiary	1,500
Cash consideration on acquisitions (net of cash acquired)		(108)
Acquisition of fixed assets		(1)
Net cash flows from continuing investing activities	1,360	(109)
Net cash flows from discontinued investing activities	(77)	(5)
Net cash flows from total investing activities	1,283	(114)
Cash flows from financing activities:
Proceeds from issuance of shares		824
Proceeds from exercise of warrants		1,246
Proceeds from issuance of convertible notes		200
Proceeds from loans payable	723
Repayment of advances to related parties	(2)	(81)
Net cash flows from financing activities from continuing operations	721	2,189
Net cash flows from financing activities from discontinued operations	71	34
Net Cash Provided by used in Financing Activities	792	2,223
Increase (decrease) in cash during the period	174	(264)
Foreign exchange effect on cash	12	36
Cash at beginning of the period	313	763
Cash at end of the period (Continuing and Discontinued Operations)	497	535
Non-cash financing transactions:
Common stock issued for business combinations		14,220
Common stock issued for conversion of debt		$ 406

Description of Business, Organi

Description of Business, Organization and Principles of Consolidation	9 Months Ended
	Sep. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business, Organization and Principles of Consolidation	Note 1. Description of Business, Organization and Principles of Consolidation Description of Business On September 26, 2019 the Company changed its name from One Horizon Group, Inc. to Touchpoint Group Holdings, Inc (the "Company"). The Company has the following businesses: (i) Touchpoint Connect Limited ("Touchpoint") – a newly formed wholly owned subsidiary that offers a white label product which is a fan engagement platform designed to enhance the fan experience and drive commercial aspects of the sport and entertainment business. (ii) The Company is in negotiations to sell their interests in Love Media House, Inc. ("Love Media House") and Browning Productions and Entertainment, Inc. ("Browning Productions") and as such they are considered to be discontinued operations. See note 3 for more information. (iii) 123 Wish, Inc. should be considered dormant. All operations have been moved to Touchpoint. As of September 30, 2019, the Company was in the process of negotiating a licensing deal with Maham, LLC ("Maham") to make the Touchpoint software platform available to Maham on a revenue-sharing basis. The advances totaling $210,000 as of September 30, 2019, made by the Company to Maham is expected to be repaid from the revenue generated by the platform. Once the advances have been repaid the revenue sharing percentages will return to the usual contractual amounts. In February 2019, the Company entered into an Exchange Agreement pursuant to which the Company agreed to acquire 51% of the issued and outstanding interests in Maham. As of September 30, 2019, the Maham transaction had not yet closed. The Company is based in the United States of America, Hong Kong, China and the United Kingdom. Interim Period Financial Statements The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") for interim financial information and with the Securities and Exchange Commission (the "SEC") instructions. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. The results of operations reflect interim adjustments, all of which are of a normal recurring nature and, in the opinion of management, are necessary for a fair presentation of the results for such interim period. The results reported in these interim condensed consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year. Certain information and note disclosure normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the SEC's rules and regulations. These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the SEC on April 15, 2019. Current Structure of the Company The Company has the following subsidiaries: Subsidiary name % Owned ● 123Wish, Inc. (considered dormant) 51 % ● One Horizon Hong Kong Ltd 100 % ● Horizon Network Technology Co. Ltd 100 % ● Love Media House (discontinued operations) 100 % ● Touchpoint (newly formed in September 2019) 100 % ● Browning Productions (discontinued operations) 51 % In addition to the subsidiaries listed above, Suzhou Aishuo Network Information Co., Ltd ("Suzhou Aishuo") is a limited liability company, organized in China and controlled by the Company via various contractual arrangements. Suzhou Aishuo is treated as one of our subsidiaries for financial reporting purposes in accordance with GAAP. All significant intercompany balances and transactions have been eliminated in consolidation.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2019
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2. Summary of Significant Accounting Policies Liquidity and Capital Resources Historically, the Company has incurred net losses and negative cash flows from operations which raise substantial doubt about the Company's ability to continue as a going concern. The Company has principally financed these losses from the sale of equity securities and the issuance of debt instruments. The Company may be required to raise additional funds through various sources, such as equity and debt financings. While the Company believes it is probable that such financings could be secured, there can be no assurance the Company will be able to secure additional sources of funds to support its operations or, if such funds are available, that such additional financing will be sufficient to meet the Company's needs or on terms acceptable to us. At September 30, 2019, the Company had cash of approximately $497,000. Together with the Company's current operational plan and budget, the Company believes that it is probable that it will have sufficient cash to fund its operations into at least the first quarter of 2021. However, actual results could differ materially from the Company's projections. On August 5, 2019 the Company entered into an Equity Purchase agreement with Crown Bridge Partners, LLC ("Crown"), whereby Crown are committed to purchase up to $10.0 million of new common stock from the Company at the Company's option during the next three years. The amount is determined by the market value of trades and priced at an 18% discount to average market price. As of September 30, 2019, no shares have been sold under the Crown Equity Purchase plan. In coordination with the Equity Purchase Agreement the Company entered into a six month loan with Labrys Fund, LP of $180,000 issued at a 10% original issue discount, the Company therefore received net proceeds of $162,000 and an annual coupon rate of 12%. Foreign Currency Translation The reporting currency of the Company is the United States dollar. Assets and liabilities other than those denominated in U.S. dollars, primarily in Singapore, the United Kingdom and China, are translated into United States dollars at the rate of exchange at the balance sheet date. Revenues and expenses are translated at the average rate of exchange throughout the period. Gains or losses from these translations are reported as a separate component of other comprehensive income (loss) until all or a part of the investment in the subsidiaries is sold or liquidated. The translation adjustments do not recognize the effect of income tax because the Company expects to reinvest the amounts indefinitely in operations. Transaction gains and losses that arise from exchange-rate fluctuations on transactions denominated in a currency other than the functional currency are included in general and administrative expenses. Accounts Receivable, Revenue Recognition and Concentrations Performance Obligations Revenue Recognition — Discontinued operations 1 Love Media House derives income from recording and video services. Income is recognized when the recording and video services are performed and the final customer product is delivered and the point at which the performance obligation is satisfied. These revenues are non-refundable. 2 Browning Productions derives income from the advertising associated with the airing of television series produced by Browning Productions and also license income from the show of series on certain channels based on the number of viewers attracted. Advertising revenue is recognized when the series to which the advertising relates is aired. — Continued operations 3 Touchpoint – Revenue for the sale of the software license is recognized when the customer has use of the services and has access to use the software. Revenue from maintenance services are recognized as the services are provided and charged. The Company does not have off-balance sheet credit exposure related to its customers. As of September 30, 2019, two customers accounted for 100% of the accounts receivable balance and as of December 31, 2018, there was no accounts receivable balance. Three customers accounted for 100% of the revenue for the nine months ended September 30, 2019 and one customer accounted for 74% of the revenue for the nine months ended September 30, 2018. Income Taxes The Company continually evaluates its uncertain income tax positions and may record a liability for any unrecognized tax benefits resulting from uncertain income tax positions taken or expected to be taken in an income tax return. Estimated interest and penalties are recorded as a component of interest expense and other expense, respectively. Because tax laws are complex and subject to different interpretations, significant judgment is required. As a result, the Company makes certain estimates and assumptions in: (1) calculating its income tax expense, deferred tax assets, and deferred tax liabilities; (2) determining any valuation allowance recorded against deferred tax assets; and (3) evaluating the amount of unrecognized tax benefits, as well as the interest and penalties related to such uncertain tax positions. The Company's estimates and assumptions may differ significantly from tax benefits ultimately realized. Historically the Company has not filed income tax returns and the related required informational filings in the US. Certain informational filings if not filed contain penalties and such penalties could be material. The Company is currently addressing this issue with advisors to determine the amount, if any, of potential payments due. Given the complexity of the issue the Company is unable to quantify a range of potential loss, if any. Accordingly no liability has been recorded in the accompanying consolidated balance sheets in respect of this matter. Net Loss per Share Basic net loss per share is calculated by dividing the net loss attributable to common shareholders by the weighted average number of common shares outstanding in the period. Diluted loss per share takes into consideration common shares outstanding (computed under basic loss per share) and potentially dilutive securities. For the three and nine month periods ended September 30, 2019 and 2018, outstanding warrants are antidilutive because of net losses, and as such, their effect has not been included in the calculation of diluted net loss per share. Common shares issuable are considered outstanding as of the original approval date for purposes of earnings per share computations. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the fiscal period. The Company makes estimates for, among other items, useful lives for depreciation and amortization, determination of future cash flows associated with impairment testing for long-lived assets, determination of the fair value of stock options and warrants, determining fair values of assets acquired and liabilities assumed in business combinations, valuation allowance for deferred tax assets, allowances for doubtful accounts, and potential income tax assessments and other contingencies. The Company bases its estimates on historical experience, current conditions, and other assumptions that it believes to be reasonable under the circumstances. Actual results could differ from those estimates and assumptions. Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, "Leases," which created a new Topic, ASC Topic 842 and established the core principle that a lessee should recognize the assets, representing rights-of-use, and liabilities to make lease payments, that arise from leases. For leases with a term of 12 months or less, a lessee is permitted to make an election under which such assets and liabilities would not be recognized, and lease expense would be recognized generally on a straight-line basis over the lease term. This standard is effective for the Company beginning in 2019 and was adopted by the Company for the year beginning January 1, 2019. The Company has evaluated the impact of this revised guidance on its financial statements and determined it had no material impact, as the Company has no leasing arrangements with terms greater than one year. Share-Based Compensation The Company accounts for stock-based awards at fair value on date of grant and recognition of compensation over the service period for awards expected to vest. The fair value of stock options is determined using the Black-Scholes option pricing model, which includes subjective judgements about the expected life of the awards, forfeiture rates and stock price volatility.

Discontinued Operations

Discontinued Operations	9 Months Ended
	Sep. 30, 2019
Discontinued Operations and Disposal Groups [Abstract]
Discontinued operations	Note 3. Discontinued operations In November 2018, the management of the Company's then 51% controlled subsidiary, Banana Whale Studios PTE Ltd. ("BWS"), entered into discussions whereby the Company would sell its shares of BWS to a third party. Under the agreement, which has an effective date of January 1, 2019, the Company received cash of $1,500,000 and a promissory note of $500,000 and the return of the 7,383,000 Company shares (pre-reverse split) issued on acquisition. The Company realized a gain of $553,000 on the sale of its 51% interest in BWS during the nine months ended September 30, 2019. During the nine months ended Sep te The Company has accounted for the operations of BWS, Love Media House and Browning Productions as discontinued operations. The statement of operations for three and nine months ended September 30, 2019 for discontinued operations is as follows: (in thousands) Three Months Ended Nine Months Ended 2019 2018 2019 2018 Revenue $ 57 $ 344 $ 464 $ 807 Cost of revenue Hardware 25 208 192 318 Amortization 50 938 150 1,938 75 1,146 342 2,256 Gross Profit (18 ) (802 ) 122 (1,449 ) Expenses General and administrative 305 406 986 589 Depreciation 3 3 8 4 Other expenses 11 - 18 - Impairment 2,440 - 2,440 - 2,759 409 3,452 593 Loss from Discontinued Operations $ (2,777 ) $ (1,211 ) $ (3,330 ) $ (2,042 ) The balance sheet of discontinued operations as of September 30, 2019 and December 31, 2018 is as follows: (in thousands) September 30, December 31, 2019 2018 Current assets Cash $ 2 $ 58 Accounts Receivable - 436 Other current assets 27 92 29 586 Property and equipment 34 39 Intangible assets - 830 Goodwill - 1,659 $ 63 $ 3,114 Current Liabilities Accounts payable and accrued expenses $ 36 $ 59 Deferred revenue 15 177 Loans payable 115 401 Finance contracts, due within one year 24 - Notes payable – related parties 214 205 404 842 Non-current liabilities Finance contracts 27 - $ 431 $ 842

Intangible Assets

Intangible Assets	9 Months Ended
	Sep. 30, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	Note 4. Intangible Assets Intangible assets consist of the following (in thousands): September 30, December 31, 2019 2018 Touchpoint software $ 2,928 $ 2,894 Goodwill 419 419 3,347 3,313 Less accumulated amortization (820 ) (405 ) Intangible assets, net $ 2,527 $ 2,908

Notes Payable

Notes Payable	9 Months Ended
	Sep. 30, 2019
Debt Disclosure [Abstract]
Notes Payable	Note 4. Notes Payable a) Promissory notes, related parties The promissory notes due to Zhanming Wu ($500,000) and the Company's CEO, Mark White ($500,000), both considered related parties, including accrued interest of 7% per annum from issuance, were due for repayment on August 31, 2019 such payments were not made and the parties are negotiating new terms. b) Century River Limited The loan payable in the amount of $443,000 is due to Century River Limited, a company controlled by the Company's CEO, Mark White. This loan is due on demand and bears interest of 3% per annum. c) Bespoke Growth Partners The loan payable in the amount of $100,000 is due to Bespoke Growth Partners. This loan is due on January 26, 2020 and bears interest of 20% per annum. d) Labrys Fund The loan payable in the amount of $180,000 is due to Labrys Fund LP. This loan is due on January 24, 2020 and bears interest of 12% per annum.

Share Capital

Share Capital	9 Months Ended
	Sep. 30, 2019
Stockholders' Equity Note [Abstract]
Share Capital	Note 5. Share Capital Common Stock The Company is authorized to issue 200 million shares of common stock, par value of $0.0001. During the nine months ended September 30, 2019, the Company issued shares of common stock as follows: ● 81,933 shares of common stock, with a fair value of $126,760, as additional compensation related to acquisition of Browning Productions. ● 200,000 shares of common stock, with a fair value of $150,000, for consulting services to be provided. ● 100,000 shares of common stock with a fair value of $38,750 for consulting services to be provided ● 179,104 shares of common stock as security against loan payable to Labrys Fund LP ● 174,000 shares of common stock for a commitment fee payable to Crownbridge Partners During the nine months ended September 30, 2019 340,000 shares of common stock, issued in December 2018 was returned to the company for cancellation and the related share subscription due was cancelled. Stock Purchase Warrants As at September 30, 2019, the Company had reserved 2,890 shares of its common stock for the outstanding warrants with weighted average exercise price of $20.00. Such warrants expire at various times through July 2020. During the nine months ended September 30, 2019, no warrants were issued or exercised and 4,518 warrants were forfeited.

Stock-Based Compensation

Stock-Based Compensation	9 Months Ended
	Sep. 30, 2019
Share-based Payment Arrangement [Abstract]
Stock-Based Compensation	Note 6. Stock-Based Compensation The shareholders approved a stock option plan on August 6, 2013, the 2013 Equity Incentive Plan ("2013 Plan"). The 2013 Plan is for the issuance of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalents, cash bonuses and other stock-based awards to employees, directors and consultants of the Company. There have been no options issued in the nine months ended September 30, 2019 and 2018 and there are no options outstanding as at September 30, 2019. In March 2018 the Company adopted an Equity Incentive Plan ("the 2018 Plan") to provide additional incentives to the employees, directors and consultants of the Company to promote the success of the Company's business. During the nine months ended September 30, 2019, no common stock of the Company was issued under the 2018 Plan.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2019
Accounting Policies [Abstract]
Liquidity and Capital Resources	Liquidity and Capital Resources Historically, the Company has incurred net losses and negative cash flows from operations which raise substantial doubt about the Company's ability to continue as a going concern. The Company has principally financed these losses from the sale of equity securities and the issuance of debt instruments. The Company may be required to raise additional funds through various sources, such as equity and debt financings. While the Company believes it is probable that such financings could be secured, there can be no assurance the Company will be able to secure additional sources of funds to support its operations or, if such funds are available, that such additional financing will be sufficient to meet the Company's needs or on terms acceptable to us. At September 30, 2019, the Company had cash of approximately $497,000. Together with the Company's current operational plan and budget, the Company believes that it is probable that it will have sufficient cash to fund its operations into at least the first quarter of 2021. However, actual results could differ materially from the Company's projections. On August 5, 2019 the Company entered into an Equity Purchase agreement with Crown Bridge Partners, LLC ("Crown"), whereby Crown are committed to purchase up to $10.0 million of new common stock from the Company at the Company's option during the next three years. The amount is determined by the market value of trades and priced at an 18% discount to average market price. As of September 30, 2019, no shares have been sold under the Crown Equity Purchase plan. In coordination with the Equity Purchase Agreement the Company entered into a six month loan with Labrys Fund, LP of $180,000 issued at a 10% original issue discount, the Company therefore received net proceeds of $162,000 and an annual coupon rate of 12%.
Foreign Currency Translation	Foreign Currency Translation The reporting currency of the Company is the United States dollar. Assets and liabilities other than those denominated in U.S. dollars, primarily in Singapore, the United Kingdom and China, are translated into United States dollars at the rate of exchange at the balance sheet date. Revenues and expenses are translated at the average rate of exchange throughout the period. Gains or losses from these translations are reported as a separate component of other comprehensive income (loss) until all or a part of the investment in the subsidiaries is sold or liquidated. The translation adjustments do not recognize the effect of income tax because the Company expects to reinvest the amounts indefinitely in operations. Transaction gains and losses that arise from exchange-rate fluctuations on transactions denominated in a currency other than the functional currency are included in general and administrative expenses.
Accounts Receivable, Revenue Recognition and Concentrations	Accounts Receivable, Revenue Recognition and Concentrations Performance Obligations Revenue Recognition — Discontinued operations 1 Love Media House derives income from recording and video services. Income is recognized when the recording and video services are performed and the final customer product is delivered and the point at which the performance obligation is satisfied. These revenues are non-refundable. 2 Browning Productions derives income from the advertising associated with the airing of television series produced by Browning Productions and also license income from the show of series on certain channels based on the number of viewers attracted. Advertising revenue is recognized when the series to which the advertising relates is aired. — Continued operations 3 Touchpoint – Revenue for the sale of the software license is recognized when the customer has use of the services and has access to use the software. Revenue from maintenance services are recognized as the services are provided and charged. The Company does not have off-balance sheet credit exposure related to its customers. As of September 30, 2019, two customers accounted for 100% of the accounts receivable balance and as of December 31, 2018, there was no accounts receivable balance. Three customers accounted for 100% of the revenue for the nine months ended September 30, 2019 and one customer accounted for 74% of the revenue for the nine months ended September 30, 2018.
Income Taxes	Income Taxes The Company continually evaluates its uncertain income tax positions and may record a liability for any unrecognized tax benefits resulting from uncertain income tax positions taken or expected to be taken in an income tax return. Estimated interest and penalties are recorded as a component of interest expense and other expense, respectively. Because tax laws are complex and subject to different interpretations, significant judgment is required. As a result, the Company makes certain estimates and assumptions in: (1) calculating its income tax expense, deferred tax assets, and deferred tax liabilities; (2) determining any valuation allowance recorded against deferred tax assets; and (3) evaluating the amount of unrecognized tax benefits, as well as the interest and penalties related to such uncertain tax positions. The Company's estimates and assumptions may differ significantly from tax benefits ultimately realized. Historically the Company has not filed income tax returns and the related required informational filings in the US. Certain informational filings if not filed contain penalties and such penalties could be material. The Company is currently addressing this issue with advisors to determine the amount, if any, of potential payments due. Given the complexity of the issue the Company is unable to quantify a range of potential loss, if any. Accordingly no liability has been recorded in the accompanying consolidated balance sheets in respect of this matter.
Net Loss per Share	Net Loss per Share Basic net loss per share is calculated by dividing the net loss attributable to common shareholders by the weighted average number of common shares outstanding in the period. Diluted loss per share takes into consideration common shares outstanding (computed under basic loss per share) and potentially dilutive securities. For the three and nine month periods ended September 30, 2019 and 2018, outstanding warrants are antidilutive because of net losses, and as such, their effect has not been included in the calculation of diluted net loss per share. Common shares issuable are considered outstanding as of the original approval date for purposes of earnings per share computations.
Use of Estimates	Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the fiscal period. The Company makes estimates for, among other items, useful lives for depreciation and amortization, determination of future cash flows associated with impairment testing for long-lived assets, determination of the fair value of stock options and warrants, determining fair values of assets acquired and liabilities assumed in business combinations, valuation allowance for deferred tax assets, allowances for doubtful accounts, and potential income tax assessments and other contingencies. The Company bases its estimates on historical experience, current conditions, and other assumptions that it believes to be reasonable under the circumstances. Actual results could differ from those estimates and assumptions.
Recently Adopted Accounting Pronouncements	Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, "Leases," which created a new Topic, ASC Topic 842 and established the core principle that a lessee should recognize the assets, representing rights-of-use, and liabilities to make lease payments, that arise from leases. For leases with a term of 12 months or less, a lessee is permitted to make an election under which such assets and liabilities would not be recognized, and lease expense would be recognized generally on a straight-line basis over the lease term. This standard is effective for the Company beginning in 2019 and was adopted by the Company for the year beginning January 1, 2019. The Company has evaluated the impact of this revised guidance on its financial statements and determined it had no material impact, as the Company has no leasing arrangements with terms greater than one year.
Share-Based Compensation	Share-Based Compensation The Company accounts for stock-based awards at fair value on date of grant and recognition of compensation over the service period for awards expected to vest. The fair value of stock options is determined using the Black-Scholes option pricing model, which includes subjective judgements about the expected life of the awards, forfeiture rates and stock price volatility.

Discontinued Operations (Tables

Discontinued Operations (Tables) (USD $)	9 Months Ended
	Sep. 30, 2019
Discontinued Operations Tables
Schedule of financial statements including discontinued operations	Three Months Ended Nine Months Ended 2019 2018 2019 2018 Revenue $ 57 $ 344 $ 464 $ 807 Cost of revenue Hardware 25 208 192 318 Amortization 50 938 150 1,938 75 1,146 342 2,256 Gross Profit (18 ) (802 ) 122 (1,449 ) Expenses General and administrative 305 406 986 589 Depreciation 3 3 8 4 Other expenses 11 - 18 - Impairment 2,440 - 2,440 - 2,759 409 3,452 593 Loss from Discontinued Operations $ (2,777 ) $ (1,211 ) $ (3,330 ) $ (2,042 ) September 30 December 31 2019 2018 Current assets Cash $ 2 $ 58 Accounts Receivable - 436 Other current assets 27 92 29 586 Property and equipment 34 39 Intangible assets - 830 Goodwill - 1,659 $ 63 $ 3,114 Current Liabilities Accounts payable and accrued expenses $ 36 $ 59 Deferred revenue 15 177 Loans payable 115 401 Finance contracts, due within one year 24 - Notes payable – related parties 214 205 404 842 Non-current liabilities Finance contracts 27 - $ 431 $ 842

Intangible Assets (Tables)

Intangible Assets (Tables)	9 Months Ended
	Sep. 30, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of intangible assets	September 30, December 31, 2019 2018 Touchpoint software $ 2,928 $ 2,894 Goodwill 419 419 3,347 3,313 Less accumulated amortization (820 ) (405 ) Intangible assets, net $ 2,527 $ 2,908

Description of Business, Orga_2

Description of Business, Organization and Principles of Consolidation (Details)	Sep. 30, 2019USD ($)
Advances	$ 210,000
123Wish, Inc. (considered dormant)
% Owned	51.00%
One Horizon Hong Kong Ltd [Member]
% Owned	100.00%
Horizon Network Technology Co. Ltd [Member]
% Owned	100.00%
Love Media House (discontinued operations) [Member]
% Owned	100.00%
Touchpoint (newly formed in September 2019) [Member]
% Owned	100.00%
Browning Productions (discontinued operations) [Member]
% Owned	51.00%

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) $ in Thousands	1 Months Ended	9 Months Ended		12 Months Ended
	Aug. 05, 2019	Sep. 30, 2019USD ($)Number	Sep. 30, 2018USD ($)Number	Dec. 31, 2018USD ($)Number	Dec. 31, 2017USD ($)
Summary of significant accounting policies (Textual)
Cash | $		$ 497	$ 535	$ 313	$ 763
Customer Concentration Risk [Member] | Revenue [Member]
Summary of significant accounting policies (Textual)
Number of customers		3	1
Percentage of concentration risk		100.00%	74.00%
Customer Concentration Risk [Member] | Accounts Receivable [Member]
Summary of significant accounting policies (Textual)
Number of customers		2
Percentage of concentration risk		100.00%
Equity Purchase Agreement [Member] | Crown Bridge Partners, LLC [Member]
Summary of significant accounting policies (Textual)
Description of committed to purchase	The Company entered into an Equity Purchase agreement with Crown Bridge Partners, LLC ("Crown"), whereby Crown are committed to purchase up to $10.0 million of new common stock from the Company at the Company's option during the next three years. The amount is determined by the market value of trades and priced at an 18% discount to average market price. As of September 30, 2019, no shares have been sold under the Crown Equity Purchase plan. In coordination with the Equity Purchase Agreement the Company entered into a six month loan with Labrys Fund, LP of $180,000 issued at a 10% original issue discount, the Company therefore received net proceeds of $162,000 and an annual coupon rate of 12%.

Discontinued Operations (Detail

Discontinued Operations (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Discontinued Operations
Revenue	$ 57	$ 344	$ 464	$ 807
Cost of revenue
Hardware	25	208	192	318
Amortization	50	938	150	1,938
Total cost of revenue	75	1,146	342	2,256
Gross Profit	(18)	(802)	122	(1,449)
Expenses
General and administrative	305	406	986	589
Depreciation	3	3	8	4
Other expenses	11		18
Impairment	2,440		2,440
Total expenses	2,759	409	3,452	593
Loss from Discontinued Operations	$ (2,777)	$ (1,211)	$ (3,330)	$ (2,042)

Discontinued Operations (Deta_2

Discontinued Operations (Details 1) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Current assets
Cash	$ 2	$ 58
Accounts Receivable		436
Other current assets	27	92
Total current assets of discontinued operations	29	586
Property and equipment	34	39
Intangible assets		830
Goodwill		1,659
Total current assets of discontinued operations	63	3,114
Current Liabilities
Accounts payable and accrued expenses	36	59
Deferred revenue	15	177
Loans payable	115	401
Finance contracts, due within one year	24
Notes payable - related parties	214	205
Total current liabilities disposal	404	842
Non-current liabilities
Finance contracts	27
Total non current disposal of liabilities	$ 27

Discontinued Operations (Deta_3

Discontinued Operations (Details Textual) - USD ($) $ in Thousands	Feb. 04, 2019	Jan. 02, 2019	Sep. 30, 2019	Sep. 30, 2018	Nov. 30, 2018
Discontinued operations (Textual)
Cash				$ 108
Impairment charge			$ 2,440,000
Banana Whale Studios PTE Ltd. [Member]
Discontinued operations (Textual)
Number of shares issued upon acquisition	7,383,000
Cash		$ 1,500
Promissory notes payable		$ 500
Banana Whale Studios PTE Ltd. [Member] | Discontinued Operations [Member]
Discontinued operations (Textual)
Ownership percentage acquired			51.00%		51.00%
Gain on disposition of business			$ 553
Browning Productions and Entertainment, Inc. [Member]
Discontinued operations (Textual)
Ownership percentage acquired			51.00%
Love Media House, Inc. (formerly C-Rod, Inc.) [Member]
Discontinued operations (Textual)
Ownership percentage acquired				100.00%

Intangible Assets (Details)

Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Intangible Assets (Textual)
Intangible assets, gross	$ 3,347	$ 3,313
Less accumulated amortization	(820)	(405)
Intangible assets, net	2,527	2,908
Touchpoint software [Member]
Intangible Assets (Textual)
Intangible assets, gross	2,928	2,894
Goodwill [Member]
Intangible Assets (Textual)
Intangible assets, gross	$ 419	$ 419

Notes Payable (Details)

Notes Payable (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2019USD ($)
7% Convertible Notes Payable Due August 31, 2019 [Member]
Debt interest percentage	7.00%
Labrys Fund [Member]
Loan payable	$ 180
Debt interest percentage	12.00%
Maturity date	Jan. 24, 2020
Zhanming Wu [Member] | 7% Convertible Notes Payable Due August 31, 2019 [Member]
Debt principal amount	$ 500
Mark White [Member]
Loan payable	$ 443
Debt interest percentage	3.00%
Mark White [Member] | 7% Convertible Notes Payable Due August 31, 2019 [Member]
Debt principal amount	$ 500
Bespoke Growth Partners [Member] | Loan Payable [Member]
Debt principal amount	$ 100
Debt interest percentage	20.00%
Maturity date	Jan. 26, 2020

Share Capital (Details)

Share Capital (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	9 Months Ended
	Jun. 30, 2018	Sep. 30, 2019	Dec. 31, 2018
Share Capital (Textual)
Common stock, authorized		200,000,000	200,000,000
Common stock, par value (in dollars per share)		$ 0.0001	$ 0.0001
Fair value amount	$ 350
Crownbridge Partners [Member]
Share Capital (Textual)
Common stock shares		174,000
Browning Production & Entertainment [Member]
Share Capital (Textual)
Common stock shares		81,933
Fair value amount		$ 126,760
Labrys Fund LP [Member]
Share Capital (Textual)
Common stock shares		179,104
Consulting Services [Member]
Share Capital (Textual)
Common stock shares		200,000
Fair value amount		$ 150,000
Consulting Services One [Member]
Share Capital (Textual)
Common stock shares		100,000
Fair value amount		$ 38,750
Warrant [Member]
Share Capital (Textual)
Number of stock reserved for issuance of warrant		2,890
Maturity term		2020-07
Exercise price (in dollars per share)		$ 20
Common stock shares		340,000
Warrant forfeited		4,518