Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Apr. 24, 2020 | Jun. 28, 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-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 2,700,000 | ||
Entity Common Stock Shares Outstanding | 25,688,386 | ||
Entity File Number | 001-36530 | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation State Country Code | DE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 258 | $ 313 |
Accounts receivable, net | 80 | |
Prepaid compensation | 550 | 550 |
Investment | 100 | |
Other receivable | 2,022 | |
Advances to acquisition target | 210 | 70 |
Other current assets | 88 | 381 |
Current assets of continued operations | 1,186 | 3,436 |
Current assets of discontinued operations | 29 | 586 |
Total current assets | 1,215 | 4,022 |
Other receivable | 250 | |
Goodwill | 419 | 419 |
Intangible assets, net | 1,992 | 2,489 |
Prepaid compensation (non-current) | 917 | 1,467 |
Non current assets of discontinued operations | 34 | 2,528 |
Total assets | 4,827 | 10,925 |
Current liabilities: | ||
Accounts payable | 387 | 311 |
Accrued expenses | 219 | 121 |
Accrued compensation | 531 | 181 |
Loans payable | 290 | |
Promissory notes, related parties | 1,000 | 1,000 |
Current liabilities of continued operations | 2,427 | 1,613 |
Current liabilities of discontinued operations | 428 | 842 |
Total current liabilities | 2,855 | 2,455 |
Total liabilities | 2,855 | 2,455 |
Temporary Equity - redeemable common stock outstanding 848,611 | 605 | 605 |
Touchpoint Group Holdings, Inc. Stockholders' equity | ||
Preferred stock: $0.0001 par value, authorized 50,000,000; nil shares issued or outstanding | ||
Common stock: $0.0001 par value, authorized 200,000,000 shares, issued and outstanding 4,132,600 (2019) and 3,502,387 (2018) | 2 | 2 |
Additional paid-in capital | 61,749 | 62,606 |
Share subscription receivable | (1,425) | |
Accumulated Deficit | (61,362) | (54,854) |
Accumulated other comprehensive loss | (24) | (35) |
Total Touchpoint Group Holdings, Inc. Stockholders' equity | 365 | 6,294 |
Non-controlling interest | 1,002 | 1,571 |
Total stockholders' equity | 1,367 | 7,865 |
Total liabilities, temporary equity and stockholders' equity | $ 4,827 | $ 10,925 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Redeemable common stock outstanding | 848,611 | 848,611 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 4,132,600 | 3,502,387 |
Common stock, shares outstanding | 4,132,600 | 3,502,387 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue | $ 170 | $ 306 |
Cost of revenue | ||
Total cost of revenue | 557 | 1,982 |
Gross deficit | (387) | (1,676) |
Expenses: | ||
General and administrative | 3,321 | 6,642 |
Acquisition related costs | 1,874 | |
Depreciation | 1 | 1 |
Intangible asset impairment charge | 3,761 | |
Total expenses | 3,322 | 12,278 |
Loss from operations | (3,709) | (13,954) |
Other income and expense: | ||
Interest expense | (87) | (428) |
Other income (Note 3) | 553 | 968 |
Foreign currency exchange (losses)/gains | (5) | 1 |
Loss on disposal of investment | (50) | |
Total other income and expense | 411 | 541 |
Loss from continuing operations | (3,298) | (13,413) |
Loss from discontinued operations | (3,330) | (1,166) |
Net loss for the year | (6,628) | (14,579) |
Net loss attributable to non controlling interest | 120 | 810 |
Net loss attributable to Touchpoint Group Holdings, Inc. common stockholders | $ (6,508) | $ (13,769) |
Earnings per share | ||
Basic and diluted net loss per share - continuing operations | $ (0.85) | $ (6.59) |
Basic and diluted net loss per share - Discontinued operations | $ (0.88) | $ (0.57) |
Weighted average number of shares outstanding | ||
Basic and diluted | 3,768 | 2,034 |
Software and production costs | ||
Cost of revenue | ||
Total cost of revenue | $ 4 | |
Amortization of intangible assets | ||
Cost of revenue | ||
Total cost of revenue | $ 553 | $ 1,982 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (6,508) | $ (13,769) |
Other comprehensive loss: | ||
Foreign currency translation adjustment gain (loss) | 11 | (13) |
Total comprehensive loss | $ (6,497) | $ (13,782) |
Consolidated Statements of Temp
Consolidated Statements of Temporary and Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Temporary Equity | Common Stock | Additional Paid-In Capital | Stock Subscription Receivable | Accumulated Deficit | Accumulated Other Comprehensive Income | Non-Controlling Interest | Total |
Balance at Dec. 31, 2017 | $ 1 | $ 48,358 | $ (41,085) | $ 22 | $ 7,252 | |||
Balance, shares at Dec. 31, 2017 | 1,210 | |||||||
Net loss | (13,769) | (810) | (14,579) | |||||
Foreign currency translation | (13) | (13) | ||||||
Warrant modification expense | 544 | 544 | ||||||
Shares issued for services provided | $ 199 | $ 1 | 4,749 | 4,750 | ||||
Shares issued for services provided, shares | 7 | 459 | ||||||
Shares issued for exercise of warrants | 2,096 | 2,096 | ||||||
Shares issued for exercise of warrants, shares | 347 | |||||||
Shares issued for business combinations | 3,341 | 2,381 | 5,722 | |||||
Shares issued for business combinations, shares | 491 | |||||||
Shares issued for IP agreement | 548 | 548 | ||||||
Shares issued for IP agreement, shares | 120 | |||||||
Shares issued for settlement agreement | 96 | 96 | ||||||
Shares issued for settlement agreement, shares | 14 | |||||||
Shares issued in conversion of debt | $ 406 | |||||||
Shares issued in conversion of debt, shares | 27 | |||||||
Beneficial conversion feature | 200 | 200 | ||||||
Shares issued for sale of stock | 2,674 | (1,425) | 1,249 | |||||
Shares issued for sale of stock, shares | 861 | |||||||
Balance at Dec. 31, 2018 | $ 605 | $ 2 | 62,606 | (1,425) | (54,854) | (35) | 1,571 | 7,865 |
Balance, shares at Dec. 31, 2018 | 34 | 3,502 | ||||||
Net loss | (6,508) | (120) | (6,628) | |||||
Foreign currency translation | 11 | 11 | ||||||
Additional shares for contract revision | 127 | 127 | ||||||
Additional shares for contract revision, shares | 82 | |||||||
Rounding shares issued | ||||||||
Rounding shares issued, shares | 6 | |||||||
Shares issued for services provided | 189 | 189 | ||||||
Shares issued for services provided, shares | 300 | |||||||
Shares issued as security for loan | ||||||||
Shares issued as security for loan, shares | 179 | |||||||
Disposal of equity in subsidiary | (449) | (449) | ||||||
Shares issued for commitment fees | 102 | |||||||
Shares issued for commitment fees, shares | 370 | |||||||
Share subscription settled through services provided | 150 | 150 | ||||||
Shares subscription cancelled | (1,275) | 1,275 | ||||||
Shares subscription cancelled, shares | (340) | |||||||
Balance at Dec. 31, 2019 | $ 605 | $ 2 | $ 61,749 | $ (61,362) | $ (24) | $ 1,002 | $ 1,367 | |
Balance, shares at Dec. 31, 2019 | 34 | 4,099 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating activities: | ||
Net loss for the year | $ (3,298) | $ (13,413) |
Adjustment to reconcile net loss for the year to net cash used in operating activities: | ||
Depreciation of property and equipment | 1 | 1 |
Amortization of intangible assets | 553 | 1,982 |
Shares issued for financing commitment | 102 | |
Amortization of beneficial conversion feature | 355 | |
Shares issued for contract revision | 127 | |
Impairment charge | 3,761 | |
Amortization of shares issued for services | 955 | 550 |
Warrants issued for services received | 544 | |
Non-cash interest expense | 18 | |
Loss on disposal of investment | 50 | |
Common shares issued for services received | 189 | 4,729 |
Other income (non-cash) (Note 3) | (553) | (930) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (102) | (102) |
Other assets | 21 | (353) |
Accounts payable and accrued expenses | 506 | (97) |
Net cash flows from continuing operating activities | (1,431) | (2,973) |
Net cash flows from discontinued operating activities | (633) | (1,058) |
Net cash flows from operating activities | (2,064) | (4,031) |
Cash used in investing activities: | ||
Cash advances to acquisition target | (140) | |
Cash consideration of acquisitions (net of cash acquired) | (204) | |
Proceeds from sale of investments | 50 | |
Proceeds from sale of interest in subsidiary | 1,750 | |
Acquisition of fixed assets | (1) | |
Net cash flows from investing activities - continuing operations | 1,660 | (205) |
Cash flows from investing activities - discontinued operations | (77) | (5) |
Net cash flows from investing activities | 1,583 | (210) |
Cash flows from financing activities: | ||
Proceeds from loans | 762 | |
Repayments on loans | (490) | |
Cash proceeds from exercise of warrants | 2,096 | |
Cash proceeds from issuance of common stock | 1,450 | |
Advances from/(repayments to) related parties | 19 | (30) |
Net cash flows from financing activities - continuing operations | 291 | 3,516 |
Cash flows from financing activities - discontinued operations | 69 | 301 |
Net cash flows from financing activities | 360 | 3,817 |
Decrease in cash during the year | (121) | (424) |
Foreign exchange effect on cash | 10 | (26) |
Cash at the beginning of the year - continuing operations | 313 | 763 |
Cash at the beginning of the year - discontinued operations | 58 | |
Cash at end of the year - total | 258 | 313 |
Supplementary Information: | ||
Cash paid for interest | ||
Non-cash transactions: | ||
Common stock issued in acquisitions | 5,722 | |
Common stock issued for software | 548 | |
Disposal of interest in subsidiary | (449) | |
Share subscription settled through securities provided | $ 150 |
Description of Business, Organi
Description of Business, Organization and Principles of Consolidation | 12 Months Ended |
Dec. 31, 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 its interests in Love Media House, Inc. ("Love Media House") and as such, it is considered to be discontinued operations. See Note 3 for more information. (iii) The Company signed agreements in February 2020 completing the sale of its interest in Browning Productions & Entertainment, Inc. ("Browning") and its results for 2019 are treated as discontinued operations. See Note 3 for more information. (iv) 123 Wish, Inc. is considered dormant. All operations have been moved to Touchpoint. The Company is based in the United States of America, Hong Kong, China and the United Kingdom. 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, Inc. (discontinued operations) 100 % ● Touchpoint Connect Limited (formed in September 2019) 100 % ● Browning Productions & Entertainment, Inc. (discontinued operations and disposed of in February 2020) 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 | 12 Months Ended |
Dec. 31, 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 December 31, 2019, the Company had cash of $258,000. T ogether 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 (the "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 is priced at an 18% discount to average market price. As of December 31, 2019, no shares have been sold under the Equity Purchase Agreement. In connection with the Equity Purchase Agreement, the Company entered into a six month loan with Labrys Fund, LP in the original principal amount of $180,000. The loan was issued with a 10% original issue discount, and accordingly, the Company received net proceeds of $162,000 and an annual coupon rate of 12%. The loan was repaid on the due date in January 2020. Basis of Accounting and Presentation These consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States ("GAAP"). Foreign Currency Translation The reporting currency of the Company is the U.S. dollar. Assets and liabilities other than those denominated in U.S. dollars, primarily in Singapore, the United Kingdom and China, are translated into U.S. 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. Cash Cash and cash equivalents include bank demand deposit accounts and highly liquid short-term investments with maturities of three months or less when purchased. Cash consists of checking accounts held at financial institutions in the U.S. and the United Kingdom which, at times, balances may exceed insured limits. The Company has not experienced any losses related to these balances, and management believes the credit risk to be minimal. Accounts Receivable, Concentrations and Revenue Recognition 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 derives income from the advertising associated with the airing of television series produced by Browning and also licenses income from the showing 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 over time as the services are provided and charged. The Company does not have off-balance sheet credit exposure related to its customers. As of December 31, 2019, two customers accounted for 100% of the accounts receivable balance and as of December 31, 2018, there was no accounts receivable balance. Five customers accounted for 100% of the revenue for the year ended December 31, 2019 and one customer accounted for 74% of the revenue for the year ended December 31, 2018. During the year ended December 31, 2019, revenues totaling $40,000 were generated from an arrangement with an acquisition target. Intangible Assets Intangible assets include software development costs and acquired technology and are amortized on a straight-line basis over the estimated useful lives ranging from four to five years. The Company periodically evaluates whether changes have occurred that would require revision of the remaining estimated useful life. The Company performs periodic reviews of its capitalized intangible assets to determine if the assets have continuing value to the Company. Impairment of Other Long-Lived Assets The Company evaluates the recoverability of its property and equipment and other long-lived assets whenever events or changes in circumstances indicate impairment may have occurred. An impairment loss is recognized when the net book value of such assets exceeds the estimated future undiscounted cash flows attributed to the assets or the business to which the assets relate. Impairment losses, if any, are measured as the amount by which the carrying value exceeds the fair value of the assets. During the year ended December 31, 2018 the Company, as a result of this review, recognized an impairment charge relating to Horizon Software totaling $3.8 million. As set out in Note 3, during the year ended December 31, 2019, the Company recorded an impairment charge related to the Company's discontinued operations totaling $2.4 million. Income Taxes Deferred income tax assets and liabilities are determined based on temporary differences between financial reporting and tax bases of assets and liabilities, operating loss, and tax credit carryforwards, and are measured using the enacted income tax rates and laws that will be in effect when the differences are expected to be recovered or settled. Realization of certain deferred income tax assets is dependent upon generating sufficient taxable income in the appropriate jurisdiction. The Company records a valuation allowance to reduce deferred income tax assets to amounts that are more likely than not to be realized. The initial recording and any subsequent changes to valuation allowances are based on a number of factors (positive and negative evidence). The Company considers its actual historical results to have a stronger weight than other, more subjective, indicators when considering whether to establish or reduce a valuation allowance. 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 years ended December 31, 2019 and 2018, all 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. Accumulated Other Comprehensive Income (Loss) Other comprehensive income (loss), as defined, includes net income (loss), foreign currency translation adjustment, and all changes in equity (net assets) during a period from non-owner sources. To date, the Company has not had any significant transactions that are required to be reported in other comprehensive income (loss), except for foreign currency translation adjustments. 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 year. 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, 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. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | Note 3. Acquisitions 123Wish, Inc. In February 2018, the Company completed the acquisition of a 51% controlling interest in 123 Wish, Inc. (formerly Once in a Lifetime LLC) ("123 Wish") in exchange for the issuance of 1,333,334 fully paid and non-assessable shares of common stock with a fair value of $1.39 million. In addition, the Company shall issue fully paid and non-assessable shares of common stock equal to 2.5 times of the net, after tax, earnings of 123 Wish for the nine month period after the date of acquisition and fully paid and non-assessable shares of common stock equal to 4.5 times the net, after tax, earnings of 123 Wish for the second six month period after the date of acquisition. 123 Wish has proprietary applications which use the social media aspect of the internet. The following table summarizes the consideration paid and the fair value of the assets acquired and liabilities assumed (In thousands): Consideration Paid: Common stock $ 1,387 Non controlling interest 1,353 $ 2,740 Fair values of identifiable assets acquired and liabilities assumed: Assets acquired: Cash $ 14 Other intangible assets 2,307 Goodwill 419 Net Assets Acquired $ 2,740 The consideration paid was 1,333,334 common shares valued at $1.04 per share. Separately identifiable intangible assets include technology which were valued by management using discounted cash flow and replacement cost approaches. Love Media House, Inc. (formerly C-Rod, Inc.) In March 2018, the Company completed the acquisition of 100% ownership of Love Media House in exchange for $150,000 cash and 3,376,147 fully paid and non-assessable shares of common stock with a fair value of $1.9 million. The financial statements of Love Media House have been included in the consolidated financial statements from the date of acquisition. The following table summarizes the consideration paid and the fair value of the assets acquired and liabilities assumed (In thousands): Consideration Paid: Cash $ 150 Common stock 1,885 $ 2,035 Fair values of identifiable assets acquired and liabilities assumed: Assets acquired: Cash $ 5 Other intangible assets 900 Goodwill 1,172 Total assets acquired 2,077 Liabilities assumed: Accounts payable 42 Total Liabilities Assumed 42 Net Assets Acquired $ 2,035 Separately identifiable intangible assets were customer relationships and were valued by management using discounted cash flow and replacement cost approaches. Banana Whale Studios PTE Ltd In May 2018 the Company completed the acquisition of 51% ownership of Banana Whale Studios PTE Ltd ("BWS" or "Banana Whale") a Singapore corporation. The acquisition of Banana Whale was based on an earnout formula solely and should Banana Whale fail to reach forecasted profit numbers during the first 24 months then some, or all of the shares allocated would be refundable to the Company. At the time of acquisition 295,300 shares of common stock were placed in escrow for payment of the confirmed earn out. However, based on the terms of the ultimate disposition (note 4) of BWS no shares were ultimately transferred or other consideration paid. The following table summarizes the consideration paid and the fair value of the assets acquired and liabilities assumed in May 2018 (In thousands): Consideration Paid: Common stock $ — Non-controlling interest 894 $ 894 Fair values of identifiable assets acquired and (liabilities) assumed: Assets acquired: Cash $ 42 Accounts receivable 11 Equipment 37 Other receivable 2,022 Liabilities assumed: Accounts payable (288 ) $ 1,824 Bargain purchase gain $ 930 On February 4, 2019, the Company sold its interest in Banana Whale for $2.0 million, of which $1.5 million was in cash on completion and the balance was in the form of a promissory note receivable for $500,000 payable by December 31, 2019 (see below). The note is secured by a pledge of Banana Whale shares held in the name the four founding shareholders of Banana Whale. The pledged shares are held in escrow pending the payout of the promissory note. In December 2019, an agreement regarding the remaining amount due on the promissory note of $500,000 was reached whereby 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 maximum amount of $250,000 in aggregate. Browning Production & Entertainment In October 2018, the Company completed the acquisition of 51% ownership of Browning in exchange for $10,000 cash and an allocation of 12,000 fully paid shares of common stock with a fair value of $101,100. Of these shares, 6,000 have been issued with the remaining balance of 6,000 to be issued upon receipt of audited financial statements of Browning. The Company had previously paid a deposit of $10,000 cash and 35,000 fully paid shares of common stock with a fair value of $18,200. The following table summarizes the consideration paid and the fair value of the assets acquired and liabilities assumed as of October 22, 2018 (In thousands): Consideration Paid: Common stock $ 119 Cash 20 Non-controlling interest 134 $ 273 Fair values of identifiable assets acquired and (liabilities) assumed: Assets acquired: Cash $ — Accounts receivable 43 Other assets 23 Equipment 2 Goodwill 622 Liabilities assumed: Accounts payable (42 ) Deferred revenue (72 ) Loans and advances (303 ) Net Assets Acquired $ 273 |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Note 4. Discontinued Operations In November 2018, the management of the Company's then 51% controlled subsidiary, Banana Whale, entered into discussions whereby the Company would sell its shares of BWS to a third party. Under the agreement, which had 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 295,320 Company shares issued on acquisition. The Company realized a gain of $553,000 on the sale of its 51% interest in BWS during the year ended December 31, 2019. In December 2019, an agreement regarding the remaining amount due on the Promissory note of $500,000 was reached whereby 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 EBITDA each quarter up to a maximum amount of $250,000 in aggregate. During the year ended December 31, 2019, the Company decided to sell its interests in its subsidiaries, Love Media House 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 discontinued operations. On February 24, 2020, the Company completed the sale of its interest in Browning to William J. Browning, the holder of the remaining Browning shares. Under the agreement, Browning and Mr. Browning agreed to repay advances totaling $210,000 made to Browning by the Company over a 24-month period ending January 31, 2022 with an early repayment discount given during the six months ending August 31, 2020. Mr. Browning also agreed to return to the Company shares given to Mr. Browning under the original acquisition for cancellation by the Company. The Company has accounted for the operations of BWS, Love Media House and Browning as discontinued operations. The Statements of Operations for year ended December 31, 2019 and 2018 for discontinued operations is as follows: (in thousands) Years Ended 2019 2018 Revenue $ 467 $ 637 Cost of revenue Hardware 193 596 Amortization 150 166 343 762 Gross Profit/(deficit) 124 (125 ) Expenses General and administrative 987 1,054 Depreciation 8 10 Other expenses 19 (23 ) Impairment 2,440 - 3,454 1,041 Loss from Discontinued Operations $ (3,330 ) $ (1,166 ) The balance sheet of discontinued operations as of December 31, 2019 and 2018 is as follows: (in thousands) 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 51 - Notes payable – related parties 211 205 $ 428 $ 842 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 5. Intangible Assets Intangible assets consist of the following (in thousands): December 31, 2019 2018 Touchpoint software $ 2,950 $ 2,894 Goodwill 419 419 3,347 3,313 Less accumulated amortization (958 ) (405 ) Intangible assets, net $ 2,411 $ 2,908 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 6. Notes Payable a) Promissory notes, related parties The promissory notes due to Zhanming Wu ($500,000) and the Company's CEO, Mark White ($500,000), both considered related parties, including accrued interest of 7% per annum from issuance, were due for repayment on August 31, 2019. Such payments were not made and the parties are in negotiations to extend the maturity dates of the promissory notes, but there can be no guarantee that commercially reasonable terms will agreed upon. As of December 31, 2019, the counterparties had not demanded repayment of the promissory notes. b) Century River Limited The $500,000 loan payable with a remaining principal balance of $10,000 at December 31, 2019 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 was due on January 26, 2020 and bore interest of 20% per annum. During 2020 the loan is in the process of repayment by way of stock issuances to Bespoke Growth Partners. As at April 21, 2020 the Company repaid $64,382 by issuing a total of 7,424,213 shares of common stock to Bespoke Growth Partners. d) Labrys Fund The loan payable in the amount of $180,000 is due to Labrys Fund LP. This loan was due on January 24, 2020 and bore interest of 12% per annum. The Loan was repaid in full on the due date. |
Share Capital
Share Capital | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Share Capital | Note 7. Share Capital Common Stock The Company is authorized to issue 200 million shares of common stock, par value of $0.0001. During the year ended December 31, 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. ● 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 the loan payable to Labrys Fund LP. The shares were received back by the Company for cancellation in February 2020. ● 370,000 shares of common stock for a commitment fee payable to Crownbridge Partners During the year ended December 31, 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. During the year ended December 31, 2018, the Company: ● Issued 9,000 shares of common stock for services with a fair value of $357,750 ● Issued 53,334 shares of common stock, with a fair value of $1.4 million, for the acquisition of 51% of Once in a Lifetime ● Issued 4,000 shares of common stock for services provided with a fair value of $204,000 ● Issued 20,167 shares of common stock for conversion of convertible note and accrued interest in the amount of $302,500 ● Issued 6,889 shares of common stock for conversion of convertible note and accrued interest in the amount of $103,000 ● Issued 6,889 shares of common stock for services provided with a fair value of $200,000 ● Issued 30,000 shares of common stock for exercise of warrants at a price of $18.75 per share. ● Issued 2,000 shares of common stock for services provided with a fair value of $80,000. ● Issued 55,046 shares of common stock, with a fair value of $1,541,285, as part consideration for the acquisition of Love Media House, Inc. ● Issued 4,000 shares of common stock for services to be provided with a fair value of $85,000. ● Issued 9,000 shares of common stock for services to be provided with a fair value of $168,750 ● Issued 34,000 shares of common stock for services provided with a fair value of $425,000 ● Issued 295,320 shares of common stock, for the acquisition of 51% of Banana Whale Studios Pte., Ltd see note 3. ● Issued 63,000 shares of common stock for services provided with a fair value of $787,500 ● Issued 34,000 shares of common stock for exercise of warrants at a price of $12.50 per share ● Issued 24,000 shares of common stock for services provided with a fair value of $306,000 ● Issued 12,000 shares of common stock for services provided with a fair value of $150,000 ● Issued 70,000 shares of common stock for cash of $5.00 per share ● Issued 74,000 shares of common stock for exercise of warrants at a price of $2.50 per share ● Issued 1,400 shares of common stock, with a fair value of $18,200, for an option to acquire an interest in Browning Productions. ● Issued 61,000 shares of common stock for cash of $114,375 ● Issued 39,000 shares of common stock for exercise of warrants at a price of $1.88 per share ● Issued 180,000 shares of common stock for cash of $360,000 ● Issued 40,000 shares of common stock for services provided with a fair value of $175,000 ● Issued 120,000 shares of common stock for acquisition of software with a fair value of $548,000 ● Issued 6,000 shares of common stock, with a fair value of $51,000, for the acquisition of 51% of Browning Productions. ● Issued 222,000 shares of common stock for services provided with a fair value of $1,148,000 ● Issued 170,000 shares of common stock for cash of $324,500 ● Issued 170,000 shares of common stock for exercise of warrants at a price of $5.00 per share ● Issued 14,176 shares of common stock, with a fair value of $96,000, pursuant to a settlement ● Issued 80,000 shares of common stock, with a fair value of $344,000, as an adjustment to the purchase price of Love Media House, Inc. ● Issued 380,000 shares of common stock for subscription receivable of $1,425,000 Stock Purchase Warrants As at December 31, 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 year ended December 31, 2019, no warrants were issued or exercised and 4,518 warrants were forfeited. During the year ended December 31, 2018, 209,000 warrants were issued, 12,099 warrants were forfeited and 347,000 warrants were exercised, for proceeds of $2,096,000. During the year ended December 31, 2018, the Company agreed to reduce the exercise price on 0.26 million outstanding warrants, which resulted in additional compensation cost of $544,000, in order to obtain additional funding. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 8. Stock-Based Compensation On August 6, 2013, the Company's shareholders approved the 2013 Equity Incentive Plan ("2013 Plan"). The 2013 Plan provides for the issuance of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalents, cash bonuses and other stock-based awards to employees, directors and consultants of the Company. There were no options issued in the years ended December 31, 2019 and 2018 and there are no options outstanding as at December 31, 2019. In March 2018, the Company adopted the 2018 Equity Incentive Plan (the "2018 Plan") to provide additional incentives to the employees, directors and consultants of the Company to promote the success of the Company's business. During the year ended December 31, 2019, no common stock of the Company was issued under the 2018 Plan. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9. Income Taxes The difference between the applicable statutory tax rates and the provision for income tax recorded by the Company is primarily attributable to the change in the Company's valuation allowance against its deferred tax assets and the tax treatment of certain gains and losses recorded under GAAP. The potential benefit of net operating loss carryforwards has not been recognized in the consolidated financial statements since the Company cannot determine that it is more likely than not that such benefit will be utilized in future years. The tax years 2006 through 2019 remain open to examination by federal authorities in certain jurisdictions in which the Company operates, namely China and Hong Kong. The components of the net deferred tax assets and the amount of the valuation allowance are as follows: (in thousands) December 31, 2019 2018 Deferred tax assets Net operating loss carryforwards 4,494 3,577 Valuation allowance (4,494 ) (3,577 ) Net deferred tax assets $ — $ — 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 U.S. Certain informational filings if not filed contain penalties. The Company is currently addressing this issue with advisors to determine the amount of potential payments due. Given the complexity of the issue the Company is unable to quantify a range of potential loss. Accordingly, no liability has been recorded in the accompanying consolidated balance sheets in respect of this matter. However, such potential penalties may be material to the Company's financial statements. |
Legal Proceedings
Legal Proceedings | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings | Note 10. Legal Proceedings The Company has received a claim from the landlord of a property leased by Maham LLC, under which the Company is a guarantor. The Company has taken legal advice and its counsel is liaising with the landlord regarding the claim and is also discussing a solution to Maham's financial difficulty. The Company has also been 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. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11. Subsequent Events On August 5, 2019, the Company entered into a Consulting Agreement pursuant to which, the Company agreed to issue and immediately and irrevocably deliver to the consultant 2,500,000 restricted shares of Company common stock. On April 21, 2020, the Company entered into the Accord and First Amended Consulting Agreement, dated as of April 16, 2020, pursuant to which the Company agreed to issue 5,000,000 shares of the Company's common stock to the consultant. In addition, pursuant to the terms of the Consulting 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 Accord and First Amended Consulting Agreement, the Company agreed to issue to the consultant an additional 2,400,000 shares of Company common stock as a corrective share issuance that the parties agreed was fully earned by the consultant as of August 20, 2019. On April 20, 2020, the Company entered into an Agreement, dated as of April 16, 2020, pursuant to which the Company agreed to issue and immediately and irrevocably deliver to a consultant 2,000,000 restricted shares of Company common stock. With regard to any acquisition of a company introduced by the consultant that results in ownership by the Company of not less than 20% of such company, the Company agreed to compensate the consultant 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. 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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 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 December 31, 2019, the Company had cash of $258,000. T ogether 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 (the "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 is priced at an 18% discount to average market price. As of December 31, 2019, no shares have been sold under the Equity Purchase Agreement. In connection with the Equity Purchase Agreement, the Company entered into a six month loan with Labrys Fund, LP in the original principal amount of $180,000. The loan was issued with a 10% original issue discount, and accordingly, the Company received net proceeds of $162,000 and an annual coupon rate of 12%. The loan was repaid on the due date in January 2020. |
Basis of Accounting and Presentation | Basis of Accounting and Presentation These consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States ("GAAP"). |
Foreign Currency Translation | Foreign Currency Translation The reporting currency of the Company is the U.S. dollar. Assets and liabilities other than those denominated in U.S. dollars, primarily in Singapore, the United Kingdom and China, are translated into U.S. 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. |
Cash | Cash Cash and cash equivalents include bank demand deposit accounts and highly liquid short-term investments with maturities of three months or less when purchased. Cash consists of checking accounts held at financial institutions in the U.S. and the United Kingdom which, at times, balances may exceed insured limits. The Company has not experienced any losses related to these balances, and management believes the credit risk to be minimal. |
Accounts Receivable, Concentrations and Revenue Recognition | Accounts Receivable, Concentrations and Revenue Recognition 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 derives income from the advertising associated with the airing of television series produced by Browning and also licenses income from the showing 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 over time as the services are provided and charged. The Company does not have off-balance sheet credit exposure related to its customers. As of December 31, 2019, two customers accounted for 100% of the accounts receivable balance and as of December 31, 2018, there was no accounts receivable balance. Five customers accounted for 100% of the revenue for the year ended December 31, 2019 and one customer accounted for 74% of the revenue for the year ended December 31, 2018. During the year ended December 31, 2019, revenues totaling $40,000 were generated from an arrangement with an acquisition target. |
Intangible Assets | Intangible Assets Intangible assets include software development costs and acquired technology and are amortized on a straight-line basis over the estimated useful lives ranging from four to five years. The Company periodically evaluates whether changes have occurred that would require revision of the remaining estimated useful life. The Company performs periodic reviews of its capitalized intangible assets to determine if the assets have continuing value to the Company. |
Impairment of Other Long-Lived Assets | Impairment of Other Long-Lived Assets The Company evaluates the recoverability of its property and equipment and other long-lived assets whenever events or changes in circumstances indicate impairment may have occurred. An impairment loss is recognized when the net book value of such assets exceeds the estimated future undiscounted cash flows attributed to the assets or the business to which the assets relate. Impairment losses, if any, are measured as the amount by which the carrying value exceeds the fair value of the assets. During the year ended December 31, 2018 the Company, as a result of this review, recognized an impairment charge relating to Horizon Software totaling $3.8 million. As set out in Note 3, during the year ended December 31, 2019, the Company recorded an impairment charge related to the Company's discontinued operations totaling $2.4 million. |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) Other comprehensive income (loss), as defined, includes net income (loss), foreign currency translation adjustment, and all changes in equity (net assets) during a period from non-owner sources. To date, the Company has not had any significant transactions that are required to be reported in other comprehensive income (loss), except for foreign currency translation adjustments. |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Love Media House, Inc. [Member] | |
Schedule of assets acquired and liabilities | Consideration Paid: Cash $ 150 Common stock 1,885 $ 2,035 Fair values of identifiable assets acquired and liabilities assumed: Assets acquired: Cash $ 5 Other intangible assets 900 Goodwill 1,172 Total assets acquired 2,077 Liabilities assumed: Accounts payable 42 Total Liabilities Assumed 42 Net Assets Acquired $ 2,035 |
123Wish, Inc. [Member] | |
Schedule of assets acquired and liabilities | Consideration Paid: Common stock $ 1,387 Non controlling interest 1,353 $ 2,740 Fair values of identifiable assets acquired and liabilities assumed: Assets acquired: Cash $ 14 Other intangible assets 2,307 Goodwill 419 Net Assets Acquired $ 2,740 |
Banana Whale Studios PTE Ltd [Member] | |
Schedule of assets acquired and liabilities | Consideration Paid: Common stock $ — Non-controlling interest 894 $ 894 Fair values of identifiable assets acquired and (liabilities) assumed: Assets acquired: Cash $ 42 Accounts receivable 11 Equipment 37 Other receivable 2,022 Liabilities assumed: Accounts payable (288 ) $ 1,824 Bargain purchase gain $ 930 |
Browning Production & Entertainment [Member] | |
Schedule of assets acquired and liabilities | Consideration Paid: Common stock $ 119 Cash 20 Non-controlling interest 134 $ 273 Fair values of identifiable assets acquired and (liabilities) assumed: Assets acquired: Cash $ — Accounts receivable 43 Other assets 23 Equipment 2 Goodwill 622 Liabilities assumed: Accounts payable (42 ) Deferred revenue (72 ) Loans and advances (303 ) Net Assets Acquired $ 273 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of financial statements including discontinued operations | Years Ended 2019 2018 Revenue $ 467 $ 637 Cost of revenue Hardware 193 596 Amortization 150 166 343 762 Gross Profit/(deficit) 124 (125 ) Expenses General and administrative 987 1,054 Depreciation 8 10 Other expenses 19 (23 ) Impairment 2,440 - 3,454 1,041 Loss from Discontinued Operations $ (3,330 ) $ (1,166 ) 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 51 - Notes payable – related parties 211 205 $ 428 $ 842 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | December 31, 2019 2018 Touchpoint software $ 2,950 $ 2,894 Goodwill 419 419 3,347 3,313 Less accumulated amortization (958 ) (405 ) Intangible assets, net $ 2,411 $ 2,908 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of net deferred tax liability | December 31, 2019 2018 Deferred tax assets Net operating loss carryforwards 4,494 3,577 Valuation allowance (4,494 ) (3,577 ) Net deferred tax assets $ — $ — |
Description of Business, Orga_2
Description of Business, Organization and Principles of Consolidation (Details) | Dec. 31, 2019 |
123Wish, Inc. (considered dormant) | |
Percentage of owned subsidiary | 51.00% |
One Horizon Hong Kong Ltd [Member] | |
Percentage of owned subsidiary | 100.00% |
Horizon Network Technology Co. Ltd [Member] | |
Percentage of owned subsidiary | 100.00% |
Love Media House, Inc. (discontinued operations) [Member] | |
Percentage of owned subsidiary | 100.00% |
Touchpoint Connect Limited (formed in September 2019) [Member] | |
Percentage of owned subsidiary | 100.00% |
Browning Productions And Entertainment, Inc. [Member] | |
Percentage of owned subsidiary | 51.00% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Aug. 05, 2019 | Dec. 31, 2019USD ($)Number | Dec. 31, 2018USD ($)Number | Dec. 31, 2017USD ($) | |
Summary of significant accounting policies (Textual) | ||||
Cash | $ 258 | $ 313 | $ 763 | |
Total revenue | 40 | |||
Impairment charge | $ 24,000 | $ 3,800 | ||
Customer Concentration Risk [Member] | Revenue [Member] | ||||
Summary of significant accounting policies (Textual) | ||||
Number of customers | Number | 5 | 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 | Number | 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 (the "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 is priced at an 18% discount to average market price. As of December 31, 2019, no shares have been sold under the Equity Purchase Agreement. In connection with the Equity Purchase Agreement, the Company entered into a six month loan with Labrys Fund, LP in the original principal amount of $180,000. The loan was issued with a 10% original issue discount, and accordingly, the Company received net proceeds of $162,000 and an annual coupon rate of 12%. |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | 1 Months Ended | ||
Feb. 28, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Assets acquired: | |||
Goodwill | $ 419 | $ 419 | |
123Wish, Inc. [Member] | |||
Consideration Paid: | |||
Common stock | $ 1,387 | ||
Non controlling interest | 1,353 | ||
Consideration paid | 2,740 | ||
Assets acquired: | |||
Cash | 14 | ||
Other intangible assets | 2,307 | ||
Goodwill | 419 | ||
Net Assets Acquired | $ 2,740 |
Acquisitions (Details 1)
Acquisitions (Details 1) - USD ($) $ in Thousands | 1 Months Ended | ||
Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Assets acquired: | |||
Goodwill | $ 419 | $ 419 | |
Love Media House, Inc. (formerly C-Rod, Inc.) | |||
Consideration Paid: | |||
Cash | $ 150 | ||
Common stock | 1,885 | ||
Consideration paid | 2,035 | ||
Assets acquired: | |||
Cash | 5 | ||
Other intangible assets | 900 | ||
Goodwill | 1,172 | ||
Total assets acquired | 2,077 | ||
Liabilities assumed: | |||
Accounts payable | 42 | ||
Total Liabilities Assumed | 42 | ||
Net Assets Acquired | $ 2,035 |
Acquisitions (Details 2)
Acquisitions (Details 2) - Banana Whale Studios PTE Ltd [Member] $ in Thousands | 1 Months Ended |
May 31, 2018USD ($) | |
Consideration Paid: | |
Common stock | |
Non-controlling interest | 894 |
Consideration paid | 894 |
Assets acquired: | |
Cash | 42 |
Accounts receivable | 11 |
Equipment | 37 |
Other receivable | 2,022 |
Liabilities assumed: | |
Accounts payable | (288) |
Total Liabilities Assumed | 1,824 |
Bargain purchase gain | $ 930 |
Acquisitions (Details 3)
Acquisitions (Details 3) - USD ($) $ in Thousands | Oct. 22, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Assets acquired: | |||
Goodwill | $ 419 | $ 419 | |
Browning Production & Entertainment [Member] | |||
Consideration Paid: | |||
Common stock | $ 119 | ||
Cash | 20 | ||
Non-controlling interest | 134 | ||
Consideration paid | 273 | ||
Assets acquired: | |||
Cash | |||
Accounts receivable | 43 | ||
Other assets | 23 | ||
Equipment | 2 | ||
Goodwill | 662 | ||
Liabilities assumed: | |||
Accounts payable | (42) | ||
Deferred revenue | (72) | ||
Loans and advances | (303) | ||
Net Assets Acquired | $ 273 |
Acquisitions (Details Textual)
Acquisitions (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Feb. 04, 2019 | Jan. 02, 2019 | Oct. 31, 2018 | May 31, 2018 | Mar. 31, 2018 | Feb. 28, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Acquisitions (Textual) | ||||||||
Exchange for cash | $ 204 | |||||||
Promissory notes payable | $ 500 | |||||||
123Wish, Inc. [Member] | ||||||||
Acquisitions (Textual) | ||||||||
Ownership percentage acquired | 51.00% | 51.00% | ||||||
Exchange for issuance of shares paid | 1,333,334 | |||||||
Non-assessable shares of common stock fair value | $ 1,390 | |||||||
Consideration paid common shares | 1,333,334 | |||||||
Acquisition, description | The Company shall issue fully paid and non-assessable shares of common stock equal to 2.5 times of the net, after tax, earnings of 123 Wish for the nine month period after the date of acquisition and fully paid and non-assessable shares of common stock equal to 4.5 times the net, after tax, earnings of 123 Wish for the second six month period after the date of acquisition. 123 Wish has proprietary applications which use the social media aspect of the internet. | |||||||
Share price (in dollars per share) | $ 1.04 | |||||||
Browning Production & Entertainment [Member] | ||||||||
Acquisitions (Textual) | ||||||||
Consideration paid common shares | 12,000 | |||||||
Exchange for cash | $ 10 | |||||||
Fair value of issued stock | $ 101,100 | |||||||
Number of stock outstanding upon acquisation | 6,000 | |||||||
Deposit of cash | $ 10 | |||||||
Number of stock issued | 35,000 | |||||||
Fair value of issued stock | $ 18,200 | |||||||
Remaining balance to be issued | 6,000 | |||||||
Banana Whale Studios PTE Ltd [Member] | ||||||||
Acquisitions (Textual) | ||||||||
Ownership percentage acquired | 51.00% | |||||||
Acquisition, description | An agreement regarding the remaining amount due on the promissory note of $500,000 was reached whereby 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 maximum amount of $250,000 in aggregate. | |||||||
Acquisition shares of common stock in escrow payment | 295,300 | |||||||
Exchange for cash | $ 1,500 | $ 1,500 | ||||||
Promissory notes payable | $ 500 | $ 500 | ||||||
Number of stock issued | 2,000 | |||||||
Love Media House, Inc. (formerly C-Rod, Inc.) | ||||||||
Acquisitions (Textual) | ||||||||
Ownership percentage acquired | 100.00% | |||||||
Exchange for issuance of shares paid | 3,376,147 | |||||||
Non-assessable shares of common stock fair value | $ 1,900 | |||||||
Exchange for cash | $ 150 | |||||||
Love Media House, Inc. [Member] | ||||||||
Acquisitions (Textual) | ||||||||
Ownership percentage acquired | 100.00% | |||||||
Browning Productions And Entertainment, Inc. [Member] | ||||||||
Acquisitions (Textual) | ||||||||
Ownership percentage acquired | 51.00% |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Discontinued Operations Details Abstract | ||
Revenue | $ 467 | $ 637 |
Cost of revenue | ||
Hardware | 193 | 596 |
Amortization | 150 | 166 |
Total cost of revenue | 343 | 762 |
Gross Profit/(deficit) | 124 | (125) |
Expenses | ||
General and administrative | 987 | 1,054 |
Depreciation | 8 | 10 |
Other expenses | 19 | (23) |
Impairment | 2,440 | |
Total expenses | 3,454 | 1,041 |
Loss from Discontinued Operations | $ (3,330) | $ (1,166) |
Discontinued Operations (Deta_2
Discontinued Operations (Details 1) - USD ($) $ in Thousands | Dec. 31, 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 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 | 51 | |
Notes payable - related parties | 211 | 205 |
Total current liabilities disposal | $ 428 | $ 842 |
Discontinued Operations (Deta_3
Discontinued Operations (Details Textual) - USD ($) $ in Thousands | Feb. 04, 2019 | Jan. 02, 2019 | Feb. 24, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 30, 2018 | Oct. 31, 2018 | May 31, 2018 |
Discontinued operations (Textual) | ||||||||
Cash | $ 204 | |||||||
Promissory notes payable | 500 | |||||||
Impairment charge | 24,000 | $ 3,800 | ||||||
Promissory notes payable | $ 250 | |||||||
Balance payable, description | Balance payable over the 2 years ending December 2021 whereby the Company will receive an amount equal to 25% of reported. | |||||||
Subsequent Event [Member] | ||||||||
Discontinued operations (Textual) | ||||||||
Balance payable, description | Under the agreement, Browning and Mr. Browning agreed to repay advances totaling $210,000 made to Browning by the Company over a 24-month period ending January 31, 2022 with an early repayment discount given during the six months ending August 31, 2020. | |||||||
EBITDA [Member] | ||||||||
Discontinued operations (Textual) | ||||||||
Promissory notes payable | $ 250 | |||||||
Banana Whale Studios PTE Ltd. [Member] | ||||||||
Discontinued operations (Textual) | ||||||||
Ownership percentage acquired | 51.00% | |||||||
Cash | $ 1,500 | $ 1,500 | ||||||
Promissory notes payable | $ 500 | $ 500 | ||||||
Banana Whale Studios PTE Ltd. [Member] | Discontinued Operations [Member] | ||||||||
Discontinued operations (Textual) | ||||||||
Ownership percentage acquired | 51.00% | 51.00% | ||||||
Number of shares issued upon acquisition | 295,320 | |||||||
Gain on disposition of business | $ 553 | |||||||
Browning Productions And Entertainment, Inc. [Member] | ||||||||
Discontinued operations (Textual) | ||||||||
Ownership percentage acquired | 51.00% |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Intangible Assets (Textual) | ||
Intangible assets, gross | $ 3,347 | $ 3,313 |
Less accumulated amortization | (958) | (405) |
Intangible assets, net | 1,992 | 2,489 |
Touchpoint software [Member] | ||
Intangible Assets (Textual) | ||
Intangible assets, gross | 2,950 | 2,894 |
Goodwill [Member] | ||
Intangible Assets (Textual) | ||
Intangible assets, gross | $ 419 | $ 419 |
Notes Payable (Details)
Notes Payable (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($)shares | |
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] | |
Debt principal amount | 10 |
Loan payable | $ 500 |
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 |
Loan payable | $ 64,382 |
Debt interest percentage | 20.00% |
Maturity date | Jan. 26, 2020 |
Issuance of common stock | shares | 7,424,213 |
Share Capital (Details)
Share Capital (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Feb. 28, 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 | |
Number of value issued for services | $ 189 | $ 4,750 | |
Proceeds from issuance of stock | 1,450 | ||
Fair value of services | $ 1,249 | ||
Number of shares issued pursuant to a settlement | 14,176 | ||
Number of value issued pursuant to a settlement | $ 96,000 | ||
Number of shares issued for subscription receivable | 380,000 | ||
Number of value issued pursuant for subscription receivable | $ 1,425,000 | ||
Convertible Note [Member] | |||
Share Capital (Textual) | |||
Number of shares issued conversion of convertible note and accrued interest | 20,167 | ||
Value of shares issued conversion of convertible note and accrued interest | $ 302,500 | ||
Convertible Note One [Member] | |||
Share Capital (Textual) | |||
Number of shares issued conversion of convertible note and accrued interest | 6,889 | ||
Value of shares issued conversion of convertible note and accrued interest | $ 103,000 | ||
Crownbridge Partners [Member] | |||
Share Capital (Textual) | |||
Common stock shares | 370,000 | ||
Browning Production & Entertainment [Member] | |||
Share Capital (Textual) | |||
Common stock shares | 81,933 | ||
Fair value of services | $ 126,760 | ||
Labrys Fund LP [Member] | |||
Share Capital (Textual) | |||
Common stock shares | 179,104 | ||
Lifetime [Member] | |||
Share Capital (Textual) | |||
Fair value of issued shares for services | $ 53,334 | ||
Ownership percentage acquired | 51.00% | 51.00% | |
Value of shares issued upon acquisition | $ 1,400,000 | ||
Acquisition of Love Media House, Inc. [Member] | |||
Share Capital (Textual) | |||
Number of shares issues upon acquisition | 55,046 | ||
Value of shares issued upon acquisition | $ 1,541,285 | ||
Banana Whale Studios Pte., Ltd [Member] | |||
Share Capital (Textual) | |||
Ownership percentage acquired | 51.00% | ||
Number of shares issues upon acquisition | 295,320 | ||
Software [Member] | |||
Share Capital (Textual) | |||
Number of shares issues upon acquisition | 120,000 | ||
Value of shares issued upon acquisition | $ 548,000 | ||
Browning Productions [Member] | |||
Share Capital (Textual) | |||
Ownership percentage acquired | 51.00% | ||
Number of shares issues upon acquisition | 6,000 | ||
Value of shares issued upon acquisition | $ 51,000 | ||
Love Media House, Inc. [Member] | |||
Share Capital (Textual) | |||
Number of shares issues upon acquisition | 80,000 | ||
Value of shares issued upon acquisition | $ 344,000 | ||
Consulting Services [Member] | |||
Share Capital (Textual) | |||
Common stock shares | 200,000 | ||
Fair value of services | $ 150,000 | ||
Consulting Services One [Member] | |||
Share Capital (Textual) | |||
Common stock shares | 100,000 | ||
Fair value of services | $ 38,750 | ||
Warrant [Member] | |||
Share Capital (Textual) | |||
Number of stock reserved for issuance of warrant | 2,890 | ||
Maturity term | 2020-07 | ||
Common stock shares | 340,000 | ||
Warrant issued | 209,000 | ||
Exercise price (in dollars per share) | $ 20 | $ 0.26 | |
Warrant forfeited | 4,518 | 12,099 | |
Proceeds from issuance of warrants | $ 2,096,000 | ||
Number of warrant exercise price decrease | 347,000 | ||
Compensation cost | $ 544,000 | ||
Common Stock [Member] | |||
Share Capital (Textual) | |||
Number of shares issued for services | 300,000 | 459,000 | |
Number of value issued for services | $ 1 | ||
Common stock shares | 861,000 | ||
Fair value of services | |||
Common Stock One [Member] | |||
Share Capital (Textual) | |||
Common stock shares | 6,889 | ||
Fair value of services | $ 200,000 | ||
Common Stock Two [Member] | |||
Share Capital (Textual) | |||
Common stock shares | 2,000 | ||
Fair value of services | $ 80,000 | ||
Warrant One [Member] | |||
Share Capital (Textual) | |||
Common stock shares | 30,000 | ||
Exercise price (in dollars per share) | $ 18.75 | ||
Common Stock Three [Member] | |||
Share Capital (Textual) | |||
Common stock shares | 4,000 | ||
Fair value of services | $ 85,000 | ||
Common Stock Four [Member] | |||
Share Capital (Textual) | |||
Common stock shares | 9,000 | ||
Fair value of services | $ 168,750 | ||
Common Stock Five [Member] | |||
Share Capital (Textual) | |||
Common stock shares | 34,000 | ||
Fair value of services | $ 425,000 | ||
Common Stock Six [Member] | |||
Share Capital (Textual) | |||
Common stock shares | 63,000 | ||
Fair value of services | $ 787,500 | ||
Warrant Two [Member] | |||
Share Capital (Textual) | |||
Common stock shares | 34,000 | ||
Exercise price (in dollars per share) | $ 12.50 | ||
Common Stock Seven [Member] | |||
Share Capital (Textual) | |||
Common stock shares | 24,000 | ||
Fair value of services | $ 306,000 | ||
Common Stock Eight [Member] | |||
Share Capital (Textual) | |||
Common stock shares | 12,000 | ||
Fair value of services | $ 150,000 | ||
Common Stock Nine [Member] | |||
Share Capital (Textual) | |||
Common stock shares | 70,000 | ||
Share price | $ 5 | ||
Warrant Three [Member] | |||
Share Capital (Textual) | |||
Common stock shares | 39,000 | ||
Exercise price (in dollars per share) | $ 1.88 | ||
Common Stock Ten [Member] | |||
Share Capital (Textual) | |||
Proceeds from issuance of stock | $ 360,000 | ||
Common stock shares | 180,000 | ||
Common Stock Eleven [Member] | |||
Share Capital (Textual) | |||
Common stock shares | 40,000 | ||
Fair value of services | $ 175,000 | ||
Common Stock Twelve [Member] | |||
Share Capital (Textual) | |||
Common stock shares | 222,000 | ||
Fair value of services | $ 1,148,000 | ||
Common Stock Thirteen [Member] | |||
Share Capital (Textual) | |||
Proceeds from issuance of stock | $ 324,500 | ||
Common stock shares | 170,000 | ||
Warrant Four [Member] | |||
Share Capital (Textual) | |||
Common stock shares | 170,000 | ||
Exercise price (in dollars per share) | $ 5 | ||
Common Stock Fifteen[Member] | |||
Share Capital (Textual) | |||
Number of shares issued for services | 9,000 | ||
Number of value issued for services | $ 357,750 | ||
Common Stock Sixteen [Member] | |||
Share Capital (Textual) | |||
Number of shares issued for services | 4,000 | ||
Number of value issued for services | $ 204,000 | ||
Common Stock Seveenteen [Member] | |||
Share Capital (Textual) | |||
Common stock shares | 74,000 | ||
Common Stock Eighteen [Member] | |||
Share Capital (Textual) | |||
Common stock shares | 1,400 | ||
Fair value of services | $ 18,200 | ||
Exercise price (in dollars per share) | $ 2.50 | ||
Common Stock Nineteen [Member] | |||
Share Capital (Textual) | |||
Common stock shares | 61,000 | ||
Fair value of services | $ 114,375 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets | ||
Net operating loss carryforwards | $ 4,494 | $ 3,577 |
Valuation allowance | (4,494) | (3,577) |
Net deferred tax assets |
Subsequent Events (Details)
Subsequent Events (Details) - shares | Aug. 05, 2019 | Apr. 24, 2020 | Apr. 20, 2020 | Apr. 16, 2020 | Sep. 26, 2019 | Aug. 20, 2019 |
Subsequent Event [Member] | Employee Stock [Member] | ||||||
Issuance of common stock | 5,000,000 | |||||
Consultants [Member] | ||||||
Aggregate of restricted shares | 2,500,000 | |||||
Issuance of common stock | 2,400,000 | |||||
Additional shares issued | 2,500,000 | |||||
Reverse stock split | 1-for-25 | |||||
Consultants [Member] | Subsequent Event [Member] | ||||||
Aggregate of restricted shares | 2,000,000 | |||||
Issuance of common stock | 5,000,000 | |||||
Subsequent event, description | The Company agreed to compensate the consultant 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. | |||||
Ownership, percentage | 20.00% |