Touchpoint (TGHI) S-1/A 27 Apr 15 IPO registration (amended) Financial data

Document_and_Entity_Informatio

Document and Entity Information	12 Months Ended
	Dec. 31, 2014
Document And Entity Information
Entity Registrant Name	One Horizon Group, Inc.
Entity Central Index Key	225211
Document Type	S-1
Document Period End Date	31-Dec-14
Amendment Flag	TRUE
Amendment Description	This amendment is being filed to comply with regulations.
Current Fiscal Year End Date	-19
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company

Consolidated_Balance_Sheets

Consolidated Balance Sheets (USD $)	Dec. 31, 2014	Dec. 31, 2013
In Thousands, unless otherwise specified
Current assets:
Cash	$3,172	$2,070
Accounts receivable, net	9,072	7,264
Other assets	576	139
Total current assets	12,820	9,473
Property and equipment, net	212	315
Intangible assets, net	10,960	12,760
Investment	19	23
Debt issue costs	395
Total assets	24,406	22,571
Current liabilities:
Accounts payable	556	661
Accrued expenses	360	964
Accrued compensation	15	59
Income taxes	93	117
Amount due to related parties	600	3,500
Current portion of long-term debt	73	65
Total current liabilities	1,697	5,366
Long-term liabilities
Long term debt	108	184
Amount due to related parties	2,598
Convertible debenture	2,598
Deferred income taxes	235	445
Mandatorily redeemable preferred shares	90	90
Total liabilities	7,326	6,085
One Horizon Group, Inc. stockholders' equity
Preferred stock: $0.0001 par value, authorized 50,000,000; issued and outstanding 170,940 shares (2013 - nil)	1
Common stock: $0.0001 par value, authorized 200,000,000 shares issued and outstanding 33,281,069 shares (2013 32,920,069);	3	3
Additional paid-in capital	32,163	28,269
Deferred Compensation	-214
Retained Earnings (Deficit)	-15,227	-13,319
Accumulated other comprehensive income	63	1,137
Total One Horizon Group, Inc. shareholders' equity	16,789	16,090
Non-controlling interest	291	396
Total equity	17,080	16,486
Total liabilities and equity	$24,406	$22,571

Consolidated_Balance_Sheets_Pa

Consolidated Balance Sheets (Parenthetical) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Stockholders' Equity (Deficiency)
Preferred stock, par value	$0.00	$0.00
Preferred stock, Authorized	50,000,000	50,000,000
Preferred stock, issued shares	170,940	0
Preferred stock, outstanding shares	170,940	0
Common stock, par value	$0.00	$0.00
Common stock, Authorized	200,000,000	200,000,000
Common stock, Issued	33,281,069	32,920,069
Common stock, outstanding	33,281,069	32,920,069

Consolidated_Statements_of_Ope

Consolidated Statements of Operations (USD $)	12 Months Ended
In Thousands, except Share data, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Income Statement [Abstract]
Revenue	$5,122	$9,106
Cost of revenue
Hardware	362	545
Amortization of intangibles	1,890	1,908
Total cost of revenue	2,252	2,453
Gross margin	2,870	6,653
Expenses:
General and administrative	4,933	6,706
Depreciation	146	166
Total Expenses	5,079	6,872
Loss from operations	-2,209	-219
Other income and expense:
Interest expense	-16	-25
Interest expense - related parties, net	36	-297
Foreign exchange	8	-158
Interest income	2	1
Total other income and expense	30	-479
Loss from continuing operations before income taxes	-2,179	-698
Income taxes (recovery)	-210
Net loss for the year	-1,969	-698
Loss attributable to non-controlling interest	-105	-104
Net loss for the year atrributable to One Horizon Group, Inc.	-1,864	-594
Less: Preferred dividends	-44
Net loss attributable to One Horizon Group, Inc. Common stockholders	($1,908)	($594)
Earnings per share
Basic net loss per share	($0.06)	($0.02)
Diluted net loss per share	($0.06)	($0.02)
Weighted average number of shares outstanding
Basic and diluted	32,981	31,661

Consolidated_Statements_of_Com

Consolidated Statements of Comprehensive Income (Loss) (USD $)	12 Months Ended
In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Consolidated Statements Of Comprehensive Income Loss
Net income (loss)	($1,969)	($698)
Other comprehensive income:
Forgin currency translation adjustment gain (loss)	-1,074	682
Comprehensive income (loss)	-3,043	-16
Comprehensive income (loss) attributable to the non-controlling interest	-105	-104
Total comprehensive income (loss)	($2,938)	$88

Consolidated_Statements_of_Sto

Consolidated Statements of Stockholders' Equity (USD $)	Preferred Stock	Common Stock	Additional Paid-In Capital	Deferred Compensation	Retained Earnings (Deficit)	Subscriptions Receivable	Accumulated Other Comprehensive Income (Loss)	Noncontrolling Interest	Total
In Thousands, except Share data
Beginning Balance, Amount at Dec. 31, 2012		$3	$21,630		($12,725)	($500)	$455		$8,863
Beginning Balance, Shares at Dec. 31, 2012		30,846
Sale of subsidiary shares to non-controlling interest								500	500
Net income					-594			-104	-698
Foreign currency translation							682		682
Receipt of subscription receivable by offset against shareholder loan						500			500
Common stock issued for cash, Shares		807
Common stock issued for cash, Amount			6,000						6,000
Common stock issued for services received, Shares		101
Common stock issued for services received, Amount			643						643
Common stock repurchased, shares		-1
Common stock repurchased, amount			-4						-4
Common stock issued on exercise of warrants, shares		1,168
Ending Balance, Amount at Dec. 31, 2013		3	28,269		-13,319		1,137	396	16,486
Ending Balance, Shares at Dec. 31, 2013		32,921
Net income					-1,864			-105	-1,969
Foreign currency translation							-1,074		-1,074
Preferred dividends					-44				-44
Common stock issued for services received, Shares		15
Common stock issued for services received, Amount			65						65
Common Stock issued for services to be received in the future, Shares		75
Common Stock issued for services to be received in the future, Amount			323	-323					0
Options issued for services			516						516
Preferred stock issued for cash, Shares	171
Preferred stock issued for cash, Amount	1		981						982
Common stock issued for services received, Shares		25
Common stock issued for services received, Amount		108							108
Costs of financing		-108							-108
Common stock issued in settlement of debt		246	822						822
Fair value of warrants issued for services received			187						187
Issuance of warrants in connection with convertible debenture			599						599
Beneficial conversion feature in connection with convertible debenture			303						303
Warrants issued as part of debt issue costs			98						98
Ending Balance, Amount at Dec. 31, 2014	$1	$3	$32,163	($214)	($15,227)		$63	$291	$17,080
Ending Balance, Shares at Dec. 31, 2014	171	33,282

Consolidated_Statements_of_Cas

Consolidated Statements of Cash Flows (USD $)	12 Months Ended
In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Cash provided by (used in) operating activities:
Loss for the year	($1,864)	($594)
Adjustment to reconcile net income (loss) for the year to net cash provided by (used in) operating activities:
Depreciation of property and equipment	146	166
Amortization of intangible assets	1,890	1,908
Increase in allowance for doubtful accounts	180
Options issued for services received	516
Warrants issued for services	187
Common shares issued for services received	174	643
Net income (loss) attributable to non-controlling interest	-105	-104
Changes in operating assets and liabilities net of effects of acquistions:
Accounts receivable	-1,988	-6,287
Other assets	-437	-3
Accounts payable and accrued expenses	-244	488
Income taxes		23
Deferred income taxes	-210
Net cash provided by (used in) operating activities	-1,755	-3,760
Cash used in investing activities:
Acquisition of intangible assets	-1,122	-1,211
Acquisition of property and equipment	-49	-131
Other assets	4	-23
Net cash provided by (used in) investing activities	-1,167	-1,365
Cash flow from financing activities:
Increase (decrease) in long-term borrowing, net	-68
Cash proceeds from issuance of common stock		6,000
Proceeds from issuance of preferred stock, net	982
Proceeds from issuance of convertible debenture, net	3,202
Repurchase of common stock		-4
Advances from related parties, net of repayment	-33	500
Net cash provided by financing activities	4,083	6,496
Increase in cash during the year	1,161	1,371
Foreign exchange effect on cash	-59
Cash at beginning of the year	2,070	699
Cash at end of the year	3,172	2,070
Interest paid
Income taxes paid
Non-cash transactions:
Common stock issued for services received	65	643
Settlement of subscription receivable through partial repayment of loan payable		500
Common stock issued for settlement of debt	822
Common stock issued for services to be received in the future	0
Fair value of warrants issued for services received	$187

1_Description_of_Business_Orga

1. Description of Business, Organization and Principles of Consolidation	12 Months Ended
	Dec. 31, 2014
Description Of Business Organization And Principles Of Consolidation
1. Description of Business, Organization and Principles of Consolidation	Description of Business
	One Horizon Group, Inc., (the “Company” or “Horizon”) develops proprietary software primarily in the Voice over Internet Protocol (VoIP) and bandwidth optimization markets (“Horizon Globex”) and provides it under perpetual license arrangements (“Master License”) throughout the world. The Company sells related user licenses and software maintenance services as well.
	Principles of Consolidation
	The December 31, 2014 and 2013 consolidated financial statements include the accounts of One Horizon Group, Inc. and its wholly owned subsidiaries One Horizon Group Plc, Horizon Globex GmbH, Abbey Technology GmbH, One Horizon Hong Kong Limited, Horizon Globex Ireland Limited, Global Phone Credit Limited, One Horizon Group Pte., Limited and Aishuo Network Information Co., Ltd. together with Horizon Network Technology Co. Ltd. which is a 75% owned subsidiary.
	All significant intercompany balances and transactions have been eliminated.

2_Summary_of_Significant_Accou

2. Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2014
Summary Of Significant Accounting Policies
2. Summary of Significant Accounting Policies
	Basis of Accounting and Presentation
	These consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States
	Foreign Currency Translation
	The reporting currency of the Company is the United States dollar. Assets and liabilities of operations other than those denominated in U.S. dollars, primarily in Switzerland, 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.
	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 United Kingdom, Switzerland, Ireland, Singapore, Hong Kong and China 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
	Accounts receivable result primarily from sales of software, user licenses and maintenance services to customers and are recorded at their principal amounts. Receivables are considered past due once they exceed the terms of the sales transaction. When necessary, the Company provides an allowance for doubtful accounts that is based on a review of outstanding receivables, historical collection information, and current economic conditions. There was an allowance of $492,000 and $212,000 for doubtful accounts at December 31, 2014 and 2013, respectively. Receivables are generally unsecured. Account balances are charged off against the allowance when the Company determines it is probable the receivable will not be recovered. The Company does not have off-balance sheet credit exposure related to its customers. As at December 31, 2014 and December 31, 2013, two customers accounted for 28% and three customers accounted for 22%, respectively, of the accounts receivable balance.
	Property and Equipment
	Property and equipment is primarily comprised of leasehold property improvements, motor vehicles and equipment that are recorded at cost and depreciated or amortized using the straight-line method over their estimated useful lives as follows: motor vehicles – 5 years, equipment – between 3 and 5 years, leasehold property improvements, over the lesser of the estimated remaining useful life of the asset or the remaining term of the lease.
	Repairs and maintenance are charged to expense as incurred.  Expenditures that substantially increase the useful lives of existing assets are capitalized.
	Fair Value Measurements
	Fair value is defined as the exchange price that will be received for an asset or paid to transfer a liability (an exit price) in the principal.  Valuation techniques used to measure fair value should maximize the use of observable inputs and minimize the use of unobservable inputs.  To measure fair value, the Company uses the following fair value hierarchy based on three levels of inputs, of which the first two are considered to be observable and the third unobservable:
	Level 1 – Quoted prices in active markets for identical assets or liabilities.
	Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
	Level 3 – Unobservable inputs are supported by little or no market activity and are significant to the fair value of the assets or liabilities.
	Intangible Assets
	Intangible assets include software development costs and customer lists and are amortized on a straight-line basis over the estimated useful lives of five years for customer lists and ten years for software development.  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.
	The Company expenses software development costs as incurred until technological feasibility has been established, at which time those costs are capitalized until the product is available for general release to customers. Judgement is required in determining when technological feasibility of a product is established. The Company has determined that after technological feasibility for software products is reached, the Company continues to address all high risk development issues through coding and testing prior to the release of the products to customers. The amortization of these costs is included in cost of revenue over the estimated life of the products.
	During the years ended December 31, 2014 and 2013 software development costs of $1,122,000 and $1,211,000, respectively, have been capitalized.
	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 years ended December 31, 2014 and 2013 the Company identified no impairment losses related to the Company’s long-lived assets.
	Revenue Recognition
	The Company recognizes revenue when it is realized or realizable and earned.  The Company establishes persuasive evidence of a sales arrangement for each type of revenue transaction based on a signed contract with the customer and that delivery has occurred or services have been rendered, price is fixed and determinable, and collectability is reasonably assured.
	●	Software and licenses – revenue from sales of perpetual licenses to customers when payments for the licenses are fixed is recognized at the inception of the arrangement, unless the payment term exceeds one year and then only if the presumption that the license fee is not fixed or determinable can be overcome, presuming all other relevant revenue recognition criteria are met. If the presumption cannot be overcome, revenue is recognized as payments from the customer become due. Revenue from sales of perpetual licenses when payments for the licenses are payable over a period exceeding a year and those payments are variable based on customer usage is recognized as payments from the customer become due.
	●	Revenue for user licenses purchased by customers is recognized when the user license is delivered except as set out below.
	●	Revenue for maintenance services is recognized over the period of delivery of the services except as set out below.
	●	Effective as of October 1, 2014, the Company amended certain existing customer contracts with respect to the terms under which those customers would pay the Company for perpetual licenses, user licenses and maintenance services provided by the Company. Existing customer contracts required payments for maintenance services to be made based on contractually specified fixed amounts, which were billed regularly through September 2014. Through that date the Company recorded revenue for licenses and maintenance services when those licenses and services were billed. Revenue for user licenses was recorded as earned and revenue for maintenance services was recorded based on a fixed annual fee, billed quarterly. The Company has modified the payment terms under certain of those existing customer contracts by entering into Revenue Sharing agreements with those customers. Under the terms of these Revenue Sharing agreements, future payments will be due from the customer when that customer has generated revenue from its customers who subscribe to use the Horizon products and services. Effective October 1, 2014 revenue will be recorded by the Company when it invoices the customer for the revenue share due to the Company. Certain customers who entered into revenue sharing arrangements had outstanding balances due to the Company as of September 30, 2014, which balances were included in accounts receivable at that date. Payments received after September 30, 2014, from those customers under revenue sharing agreements have been applied to the customer’s existing accounts receivable balances first. For those customers having balances due at September 30, 2014, revenue related to perpetual and user licences and maintenance services will be recorded only after existing accounts receivable balances are fully collected.
	Where the Company has entered into a Revenue Share with the customer then all future revenue from granting of user licenses and for maintenance services will be recognized when the Company has delivered user licenses and is entitled to invoice.
	We enter into arrangements in which a customer purchases a combination of software licenses, maintenance services and post-contract customer support (“PCS”). As a result, judgment is sometimes required to determine the appropriate accounting, including how the price should be allocated among the deliverable elements if there are multiple elements. PCS may include rights to upgrades, when and if available, support, updates and enhancements. When vendor specific objective evidence (“VSOE”) of fair value exists for all elements in a multiple element arrangement, revenue is allocated to each element based on the relative fair value of each of the elements. VSOE of fair value is established by the price charged when the same element is sold separately. Accordingly, the judgments involved in assessing the fair values of various elements of an agreement can impact the recognition of revenue in each period. Changes in the allocation of the sales price between deliverables might impact the timing of revenue recognition, but would not change the total revenue recognized on the contract. When elements such as software and services are contained in a single arrangement, or in related arrangements with the same customer, we allocate revenue to each element based on its relative fair value, provided that such element meets the criteria for treatment as a separate unit of accounting. In the absence of fair value for a delivered element, revenue is first allocated to the fair value of the undelivered elements and then allocated to the residual delivered elements. In the absence of fair value for an undelivered element, the arrangement is accounted for as a single unit of accounting, resulting in a delay of revenue recognition for the delivered elements until the undelivered elements are fulfilled. No sales arrangements to date include undelivered elements for which VSOE does not exist.
	For purposes of revenue recognition for perpetual licenses, the Company considers payment terms exceeding one year as a presumption that the fee in the transaction is not fixed and determinable.   This presumption however, may be overcome if persuasive evidence demonstrates that the Company has a business practice of extending payment terms and has been successful in collecting under the original terms, without providing any concessions.  In doing so, the Company considers if the arrangement is sufficiently similar to historical arrangements in terms of similar customers and products is assessing whether there is evidence of a history of successful collection.
	In order to determine the company’s historical experience is based on sufficiently similar arrangements, the Company considers the various factor including the types of customers and products, product life cycle, elements Included in the arrangement, length of payment terms and economics of license arrangement.
	If the presumption cannot be overcome due to a lack of such evidence, revenue should be recognized as payments become due, assuming all other revenue recognition criteria has been met.
	Leases
	Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
	Assets held under finance leases are recognized as assets of the Company at their fair value or, if lower, at the present value of the minimum lease payments, each determined at the inception of the lease. The corresponding liability to the lessor is included in the balance sheet as finance lease obligation. Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly against income.
	Rentals payable under operating leases are charged to income on a straight-line basis over the term of the relevant lease.
	Benefits received and receivable as an incentive to enter into an operating lease are also spread on a straight-line basis over the lease term.
	Advertising Expenses
	It is the Company’s policy to expense advertising costs as incurred.  No advertising costs were incurred during the years ended December 31, 2014 and 2013.
	Research and Development Expenses
	Research and development expenses include all direct costs, primarily salaries for Company personnel and outside consultants, related to the development of new products, significant enhancements to existing products, and the portion of costs of development of internal-use software required to be expensed.  Research and development costs are charged to operations as incurred with the exception of those software development costs that may qualify for capitalization. The Company incurred research and development costs that are included in general and administration expenses in the amount of $703,000 and $739,000 in the years ended December 31, 2014 and 2013 respectively.
	Debt Issue Costs
	Debt issue costs related to long-term debt are capitalized and amortized over the term of the related debt using the effective interest method.
	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.
	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.
	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, 2014 and 2013, outstanding stock options and 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, 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.
	Financial Instruments
	The carrying amounts of our financial assets and liabilities such as cash, accounts receivable and accounts payable approximate their fair values based on level 1 inputs in the fair value hierarchy because of the short maturity of these instruments. Due to the conversion features and other terms, it is not practical to estimate the fair value of amounts due to related parties and long term debt.
	Share-Based Compensation
	The Company accounts for share-based awards at fair value on date of grant and recognizes 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 volitility.
	Recently Issued Accounting Standards
	In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2014-09 – Revenue from Contracts with Customers, which will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principal of this ASU is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. This ASU will be effective for us in our first quarter of 2017. Early adoption is not permitted. The ASU allows for either full retrospective or modified retrospective adoption. We are evaluating the transaction method that will be elected and the potential effects of the adoption of this ASU on our financial statements.

3_China_Operations

3. China Operations	12 Months Ended
	Dec. 31, 2014
China Operations
3. China Operations
	During the year ended December 31, 2013 the Company established a subsidiary in China, Horizon Network Technology Co. Ltd. (“HNT”). The establishment of HNT is part of the Company’s strategic plan to expand the application of mobile software and related marketing efforts into emerging markets. The Company contributed $1.5 million for a 75% ownership interest in HNT. The remaining 25% ownership interest in HNT was acquired by non-related parties through the transfer of noncash assets with a fair value of $500,000.
	The results of operations, assets, liabilities and cash flows of HNT have been consolidated in the accompanying condensed consolidated financial statements as the Company owns a controlling interest. The ownership interests in HNT held by parties other than the Company are presented separately from the Company’s equity on the Consolidated Balance Sheet. The amount of consolidated net loss attributable to the Company and the non-controlling interest are both presented on the face of the Consolidated Statement of Operations.

4_Property_and_Equipment_net

4. Property and Equipment, net	12 Months Ended
	Dec. 31, 2014
Property And Equipment Net
4. Property and Equipment, net	Property and equipment consist of the following: (in thousands)
		December			31-Dec
		2014			2013
	Leasehold improvements	$	265		$	265
	Motor vehicle		120			120
	Equipment		348			310
			733			695
	Less accumulated depreciation		(521	)		(380	)
	Property and equipment, net	$	212		$	315

5_Intangible_Assets

5. Intangible Assets	12 Months Ended
	Dec. 31, 2014
Intangible Assets
5. Intangible Assets	Intangible assets consist primarily of software development costs and customer and reseller relationships which are amortized over the estimated useful life, generally on a straight-line basis with the exception of customer relationships, which are generally amortized over the greater of straight-line or the related asset’s pattern of economic benefit. (in thousands)
		December			31-Dec
		2014			2013
	Horizon software	$	16,936		$	17,599
	ZTEsoft Telecom software		495			497
	Contractual relationships		885			885
			18,316			18,981
	Less accumulated amortization		(7,356	)		(6,221	)
	Intangible assets, net	$	10,960		$	12,760
	Amortization of intangible assets for each of the next five years is estimated to be $1,900,000 per year

6_Longterm_Debt

6. Long-term Debt	12 Months Ended
	Dec. 31, 2014
Long-term Debt, Unclassified [Abstract]
6. Long-term Debt	Long – term liabilities consist of the following (in thousands)
		December			31-Dec
		2014			2013
	Vehicle loan	$	32		$	51
	Equipment loan		15			27
	Office term loan		134			171
			181			249
	Less current portion		(73	)		(65	)
	Balance	$	108		$	184

7_Convertible_Debenture

7. Convertible Debenture	12 Months Ended
	Dec. 31, 2014
Debt Disclosure [Abstract]
7. Convertible Debenture	On December 22, 2014 the Company closed a financing of $3.5 million consisting of 1,555,556 units, whereby each unit included i) the right to convert, at any time, into one share of common stock at a price of $2.25; ii) one Class C warrant entitling the holder to purchase one share of common stock at a price of $3.00; iii) one Class D warrant entitling the holder to purchase one share of common stock at a price of $3.50 and iv) a pro-rata share of potential performance warrants.
	The convertible debenture is for a term of three years from the date of issue and has an interest rate of 8% per annum, payable quarterly in arrears in either cash, shares of common stock, or a combination of cash and shares of common stock. The Company has the right to repurchase the convertible debenture upon notice at any time after the first twelve months.
	The Class C and Class D warrants have a term of four years and are each entitled to purchase one-fourth of a share of common stock. In total the Company issued 388,889 Class C warrants and 388,889 Class D warrants related to the convertible debenture.
	The Company will issue a maximum of 450,000 performance warrants, each entitling the holders to purchase shares of common stock for cash at the then current market price, dependent on the number of subscribers the Company has as at December 31, 2016. The number of performance warrants issued will be a ratio with 450,000 performance warrants being issued if there is less than 5 million subscribers and no performance warrants if there are more than 15 million subscribers.
	Proceeds received from the convertible debentures were allocated between the convertible debenture and the warrants based on their relative fair values. The resulting discount for the warrants is amortized using the effective interest method over the life of the debentures. The relative fair value of Class C and Class D warrants resulted in a discount of $598,500 at the date of issuance. After allocating a portion of the proceeds to the warrants, the effective conversion price of the convertible debentures was determined to result in a beneficial conversion feature. The beneficial conversion feature has a relative fair value of $302,994 at the date of issuance and will be amortized over the term of the convertible debenture. The beneficial conversion feature discount is amortized using the effective interest method over the life of the debentures. The amortization of the debt discount is included as interest expense in the consolidated statement of operations.
	A total of 1,711,112 share of common stock have been reserved for the potential conversion of the convertible debenture.

8_RelatedParty_Transactions

8. Related-Party Transactions	12 Months Ended
	Dec. 31, 2014
Related Party Transactions [Abstract]
8. Related-Party Transactions	Amounts due to related parties include the following: (in thousands)
			31-Dec		31-Dec
			2014		2013
	Loans due to stockholders (current and former officers and directors)
	Due within one year		$	600	$	3,500
	Long-term			2,598		-
			$	3,198	$	3,500
	At December 31, 2014, $3,198,000 of related party debt was outstanding. $600,000 is interest free and will be repaid during 2015. The remaining balance of $2,598,000 matures on April 1, 2016 and carries an annual rate of interest of 0.21%.
	During 2014 the Company settled a total of $1,672,000 approximately of related party debt, by a combination of:
	i.	paying $250,000
	ii.	issuing a new note payable of $600,000 to be repaid in 2015
	iii.	Issuing 246,000 new shares of common stock
	The difference between the amount of related party debt eliminated and the fair value of consideration paid by the company is considered a capital transaction and resulted in an increase of $269,000 to additional paid in capital.

9_Share_Capital

9. Share Capital	12 Months Ended
	Dec. 31, 2014
Share Capital
9. Share Capital	Preferred Stock
	The Company’s authorized capital includes 50,000,000 shares of preferred stock of $0.0001 par value.  The designation of rights including voting powers, preferences, and restrictions shall be determined by the Board of Directors before the issuance of any shares.
	On July 21, 2014 the Company completed a private placement of 170,940 shares of mandatorily convertible Series A Preferred Stock that also included 100,000 Class B warrants, each warrant convertible to one share of common stock at an exercise price of $4 per share. The net proceeds of the offering were $982,000 after deducting offering costs.
	The holders of Series A Preferred Stock are entitled to receive cumulative dividends during a period of twenty-four (24) months from and after the Issuance Date (the “Dividend Period”). During the Dividend Period for each outstanding share of Series Preferred Stock, dividends shall be payable quarterly in cash, at the rate of 10% per annum on or before each ninety (90) day period following the Issuance Date (each a “Dividend Payment Date”), with the first Dividend Payment Date to occur promptly following the three month period following the Issuance Date, and continuing until the end of the Dividend Period. Following the expiration of the Dividend Period, the holders of Series A Preferred Stock shall not be entitled to any additional dividend payment or coupon rate.
	Shares of Series A Preferred Stock are convertible in whole or in part, at the option of the holders, into shares of common stock at $5.85 per share prior to the Maturity, and all outstanding shares of Series A Preferred Stock shall automatically convert to shares of common stock upon Maturity, provided however, at no time may holders convert shares of Series A Preferred Stock if the number of shares of common stock to be issued pursuant to such conversion would cause the number of shares of common stock beneficially owned by such holder and its affiliates to exceed 9.99% of the then issued and outstanding shares of common stock outstanding at such time, unless the holder provides us with a waiver notice in such form and with such content specified in the Series A Certificate of Designation.
	Shares of Series A Preferred Stock are redeemable, at the option of the holders commencing any time after 12 months from and after the closing at a price equal to the original purchase price plus all accrued but unpaid dividends. In the event that the Company completes a financing of $10 million or greater prior to Maturity, the Series A Preferred Stock will be redeemed at a price equal to the original purchase price plus all accrued but unpaid dividends.
	170,940 shares of Series A preferred stock are issued and outstanding as of December 31, 2014.
	Mandatorily Redeemable Preferred Shares (Deferred Stock)
	The Company’s subsidiary OHG is authorized to issue 50,000 shares of deferred stock, par value of £1.These shares are non-voting, non-participating,  redeemable and have been presented as a long-term liability.
	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, 2014, the Company:
	·	issued 15,000 shares of common stock for services received with a fair value of $64,500.
	·	issued 25,000 shares of common stock for services received, in connection with the $1 million private placement, with a fair value of $107,500
	·	issued 75,000 shares of common stock for services received in the future with a fair value of $322,500
	·	issued 246,000 shares of common stock in settlement of amounts owing of $553,500
	During the year ended December 31, 2013, the Company:
	·	issued 5,000 shares of common stock for services received with a fair value of $30,000
	·	issued 62,543 shares of common stock for services received with a fair value of $562,891.
	·	issued 806,452 shares of common stock for $6 million cash.
	·	issued 33,333 shares of common stock for services received with a fair value of $50,000.
	·	issued 1,167,600 shares of common stock upon the exercise of warrants with an exercise price of $nil
	Stock Purchase Warrants
	At December 31, 2014, the Company had reserved 2,811,642 shares of its common stock for the following outstanding warrants:
	Number of Warrants		Exercise Price		Expiry
		116,760	$	0.86	no expiry date
		1,209,675		4.25	January 2019
		100,000		4	Jul-16
		60,000		6.55	Dec-15
		68,850		2.25	Dec-18
		402,786		3	Dec-18
		402,568		3.5	Dec-18
		450,000		-	May-17
	During the year ended December 31, 2014 there were 100,000 warrants issued in connection with the $1 million private placement and 805,354 warrants issued in connection with the $3.5 million convertible debenture. An additional 450,000 performance warrants have been issued in connection with the $3.5 convertible debenture with the number of warrants, and exercise price, to be determined upon completion of the December 31, 2016 fiscal year. In addition there was an additional warrants issued to the holders of each of the 403,226 warrants issued in connection with the financing of February, 2013 such that there are now 1,209,675 warrants outstanding related to this financing. Further the exercise price for these warrants was reduced to $4.25 per share and the exercise period extended to January 2019. There were no warrants exercised during the year ended December 31, 2014.

10_StockBased_Compensation

10. Stock-Based Compensation	12 Months Ended
	Dec. 31, 2014
Stock-based Compensation
10. Stock-Based Compensation	The shareholders approved a stock option plan on August 6, 2013, the 2013 Equity Incentive Plan. This stock option 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 are 3,000,000 shares of common stock available for granting awards under the plan. Each year, commencing 2014, until 2016, the number of shares of common stock available for granting awards shall be increased by the lesser of 1,000,000 shares of common stock and 5% of the total number of shares of common stock outstanding.
	During the year ended December 31, 2014 the Company issued options to purchase 500,000 shares of common stock under the 2013 Equity Incentive Plan. The options become fully vested on January 15, 2017 and are exercisable, at an exercise price of $4.54 per common share, to January 15, 2024. On January 1, 2014 the number of shares available for granting awards under the 2013 Equity Incentive Plan was increased by 1,000,000 shares.
	A summary of the Company’s 2013 Equity Incentive Plan as of December 31, 2014, is as follows:
			Number of				Weighted Average
			Options				Exercise Price
	Outstanding at December 31, 2013			-			$	-
	Options issued			500,000				4.54
	Outstanding at December 31, 2014			500,000				4.54
	The fair value of these options, using the Black-Scholes option-pricing model, is estimated to be $2,200,000. This expense, less an estimated forfeiture rate of 30%, will be recognized over the three year vesting period. The amount of $516,000 has been recognized during the year ended December 31, 2014. As at December 31, 2014 there was unrecognized compensation expense of approximately $1.03 million to be recognized over a period of 2 years.
	Prior to the 2013 Equity Incentive Plan the Company issued stock options to directors, employees, advisors, and consultants.
	A summary of the Company’s other stock options as of December 31, 2014, is as follows:
			Number of				Weighted Average
			Options				Exercise Price
	Outstanding at December 31, 2013			584,650			$	0.53
	Options forfeited			-				-
	Outstanding at December 31, 2014			584,650			$	0.53
	Other than the options to purchase 500,000 common shares under the 2013 Equity Incentive Plan, there were no options issued, exercised or forfeited during the year ended December 31, 2014.
	The following table summarizes stock options outstanding at December 31, 2014:
					Number				Average		Number		Intrinsic
					Outstanding				Remaining		Exercisable		Value
					at				Contractual		at		at
					December 31,				Life		December 31,		December 31,
	Exercise Price				2014				(Years)		2014		2014
	$	0.51				850				0.83		850	$	1,258
		0.53				291,900				5.5		291,900		426,174
		0.53				291,900				8		-		-
		4.54				500,000				9		-		-
	At December 31, 2014, 4,584,650 shares of common stock were reserved for all outstanding options and future commitments under the 2013 Equity Incentive Plan.
	The fair value of each option granted is estimated at the date of grant using the Black-Scholes option-pricing model.  The assumptions used in calculating the fair value of the options granted were: risk-free interest rate of 1.68%, a 3 year expected life, a dividend yield of 0.0%, and a stock price volatility factor of 192%

11_Income_Taxes

11. Income Taxes	12 Months Ended
	Dec. 31, 2014
Income Tax Disclosure [Abstract]
11. Income Taxes	Income taxes are recognized for the amount of taxes payable for the current year and for the impact of deferred tax assets and liabilities, which represent consequences of events that have been recognized differently in the financial statements under GAAP than for tax purposes.
	Income (loss) before income taxes consisted of the following (in thousands):
		31-Dec
		2014		2013
	United States	$	(943)	$	-1,474
	International		-607		466
	Total	$	(1,550)	$	-1,008
	Deferred Tax Assets
	As of December 31, 2014, the Company had federal net operating losses of $2.4 million available for future deduction from taxable income derived in the United States.  The Company’s United Kingdom subsidiary has non-capital losses of approximately $13.0 million available for future deductions from taxable income derived in the United Kingdom, which do not expire.  The potential benefit of net operating loss carryforwards has not been recognized in the combined 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 2013 remain open to examination by federal authorities and other jurisdictions in which the Company operates.  The components of the net deferred tax asset and the amount of the valuation allowance are as follows: (in thousands)
		31-Dec
		2014		2013
	Deferred tax assets
	Net operating loss carryforwards - United States	$	829	$	508
	Net operating loss carryforwards - International		3,249		2,924
	Valuation allowance		-4,078		-3,432
	Net deferred tax assets	$	-	$	-
	The increase in the valuation allowance was $646,000 for the year ended December 31, 2014 and $922,000 for the year ended December 31, 2013.

12_Commitments_and_Contingenci

12. Commitments and Contingencies	12 Months Ended
	Dec. 31, 2014
Commitments And Contingencies
12. Commitments and Contingencies	The Company has an agreement with an employee to pay for certain services provided during 2013 by the issuance of options to purchase 291,900 shares of common stock of the Company.
	Contractual Commitments
	The Company incurred total rent expense of $100,000 and $200,000, respectively, for the years ended December 31, 2014 and 2013.
	Minimum contractual commitments, as of December 31, 2014, is as follows:
		Operating		Long-term
		leases		Financing
	2015	$	112,000	$	73,000
	2016		67,000		53,000
	2017		67,000		40,000
	2018		67,000		15,000
	Legal Proceedings
	In 2012, we sold certain former subsidiaries engaged in provision of satellite service in 2012 to Broadband Satellite Services (“BSS”), a company incorporated under laws of England and Wales. Horizon Globex, a company incorporated in Switzerland and a subsidiary of us, had provided these subsidiary companies with software and IT services. In connection with its acquisition of our former subsidiary companies, BSS entered into three agreements with Horizon Globex pursuant to which BSS continued to use Horizon Globex to supply software and IT services. Notwithstanding the fact that Horizon Globex has provided such ongoing software and IT services, BSS has failed to pay our fees pursuant to the agreements. As a result, on December 23, 2014, we initiated legal proceedings in the High Court, Queens Bench Division, Commercial Court No. 2014 folio 1560 against BSS in the United Kingdom to collect such fees in the amount of $640,000. Subsequently, BSS asserted counter claims in the amount of $5.8 million, alleging among other claims, civil fraud in connection with the sale of subsidiary companies. Based on the timing of these claims, which were never raised until we filed our action against BSS, it is our position that these claims are specious and represent nothing more than an attempt to improve BSS's negotiating position with regard to our legitimate claims against it. As a result, we plan to continue to carry out our claims against BSS to the fullest extent possible and to defend BSS's counter-claims vigorously. We note further that several of BSS's counter claims may be time barred by applicable sections of the contracts and plan to assert the same as an affirmative defense to such counter claim. Notwithstanding our views with regard to our claims against BSS and BSS's counterclaims, litigation is by its nature unpredictable and therefore we cannot guarantee with certainty the outcome of our dispute with BSS.

13_Segment_Information

13. Segment Information	12 Months Ended
	Dec. 31, 2014
Segment Reporting [Abstract]
13. Segment Information	The Company has one business segment, which is the development of software for licensing to the telecommunications industry.
	The Company’s revenues were generated in the following geographic areas:
		2014	2013
	Europe	$0.7 million	$3.7 million
	Asia	$3.7 million	$4.7 million
	Russia	$0.1 million	$0.4 million
	USA	$0.6 million	$0.3 million

2_Summary_of_Significant_Accou1

2. Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2014
Summary Of Significant Accounting Policies Policies
Basis of Accounting and Presentation
	These consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States
	The reporting currency of the Company is the United States dollar. Assets and liabilities of operations other than those denominated in U.S. dollars, primarily in Switzerland, 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.
Foreign currency translation	The reporting currency of the Company is the United States dollar. Assets and liabilities of operations other than those denominated in U.S. dollars, primarily in Switzerland, 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.
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 United Kingdom, Switzerland, Ireland, Singapore, Hong Kong and China 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	Accounts receivable result primarily from sales of software, user licenses and maintenance services to customers and are recorded at their principal amounts. Receivables are considered past due once they exceed the terms of the sales transaction. When necessary, the Company provides an allowance for doubtful accounts that is based on a review of outstanding receivables, historical collection information, and current economic conditions. There was an allowance of $492,000 and $212,000 for doubtful accounts at December 31, 2014 and 2013, respectively. Receivables are generally unsecured. Account balances are charged off against the allowance when the Company determines it is probable the receivable will not be recovered. The Company does not have off-balance sheet credit exposure related to its customers. As at December 31, 2014 and December 31, 2013, two customers accounted for 28% and three customers accounted for 22%, respectively, of the accounts receivable balance.
Property and Equipment	Property and equipment is primarily comprised of leasehold property improvements, motor vehicles and equipment that are recorded at cost and depreciated or amortized using the straight-line method over their estimated useful lives as follows: motor vehicles – 5 years, equipment – between 3 and 5 years, leasehold property improvements, over the lesser of the estimated remaining useful life of the asset or the remaining term of the lease.
	Repairs and maintenance are charged to expense as incurred.  Expenditures that substantially increase the useful lives of existing assets are capitalized.
Fair Value Measurements	Fair value is defined as the exchange price that will be received for an asset or paid to transfer a liability (an exit price) in the principal.  Valuation techniques used to measure fair value should maximize the use of observable inputs and minimize the use of unobservable inputs.  To measure fair value, the Company uses the following fair value hierarchy based on three levels of inputs, of which the first two are considered to be observable and the third unobservable:
	Level 1 – Quoted prices in active markets for identical assets or liabilities.
	Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
	Level 3 – Unobservable inputs are supported by little or no market activity and are significant to the fair value of the assets or liabilities.
Intangible Assets	Intangible assets include software development costs and customer lists and are amortized on a straight-line basis over the estimated useful lives of five years for customer lists and ten years for software development.  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.
	The Company expenses software development costs as incurred until technological feasibility has been established, at which time those costs are capitalized until the product is available for general release to customers. Judgement is required in determining when technological feasibility of a product is established. The Company has determined that after technological feasibility for software products is reached, the Company continues to address all high risk development issues through coding and testing prior to the release of the products to customers. The amortization of these costs is included in cost of revenue over the estimated life of the products.
	During the years ended December 31, 2014 and 2013 software development costs of $1,122,000 and $1,211,000, respectively, have been capitalized.
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 years ended December 31, 2014 and 2013 the Company identified no impairment losses related to the Company’s long-lived assets.
Revenue Recognition	The Company recognizes revenue when it is realized or realizable and earned.  The Company establishes persuasive evidence of a sales arrangement for each type of revenue transaction based on a signed contract with the customer and that delivery has occurred or services have been rendered, price is fixed and determinable, and collectability is reasonably assured.
	●	Software and licenses – revenue from sales of perpetual licenses to customers when payments for the licenses are fixed is recognized at the inception of the arrangement, unless the payment term exceeds one year and then only if the presumption that the license fee is not fixed or determinable can be overcome, presuming all other relevant revenue recognition criteria are met. If the presumption cannot be overcome, revenue is recognized as payments from the customer become due. Revenue from sales of perpetual licenses when payments for the licenses are payable over a period exceeding a year and those payments are variable based on customer usage is recognized as payments from the customer become due.
	●	Revenue for user licenses purchased by customers is recognized when the user license is delivered except as set out below.
	●	Revenue for maintenance services is recognized over the period of delivery of the services except as set out below.
	●	Effective as of October 1, 2014, the Company amended certain existing customer contracts with respect to the terms under which those customers would pay the Company for perpetual licenses, user licenses and maintenance services provided by the Company. Existing customer contracts required payments for maintenance services to be made based on contractually specified fixed amounts, which were billed regularly through September 2014. Through that date the Company recorded revenue for licenses and maintenance services when those licenses and services were billed. Revenue for user licenses was recorded as earned and revenue for maintenance services was recorded based on a fixed annual fee, billed quarterly. The Company has modified the payment terms under certain of those existing customer contracts by entering into Revenue Sharing agreements with those customers. Under the terms of these Revenue Sharing agreements, future payments will be due from the customer when that customer has generated revenue from its customers who subscribe to use the Horizon products and services. Effective October 1, 2014 revenue will be recorded by the Company when it invoices the customer for the revenue share due to the Company. Certain customers who entered into revenue sharing arrangements had outstanding balances due to the Company as of September 30, 2014, which balances were included in accounts receivable at that date. Payments received after September 30, 2014, from those customers under revenue sharing agreements have been applied to the customer’s existing accounts receivable balances first. For those customers having balances due at September 30, 2014, revenue related to perpetual and user licences and maintenance services will be recorded only after existing accounts receivable balances are fully collected.
	Where the Company has entered into a Revenue Share with the customer then all future revenue from granting of user licenses and for maintenance services will be recognized when the Company has delivered user licenses and is entitled to invoice.
	We enter into arrangements in which a customer purchases a combination of software licenses, maintenance services and post-contract customer support (“PCS”). As a result, judgment is sometimes required to determine the appropriate accounting, including how the price should be allocated among the deliverable elements if there are multiple elements. PCS may include rights to upgrades, when and if available, support, updates and enhancements. When vendor specific objective evidence (“VSOE”) of fair value exists for all elements in a multiple element arrangement, revenue is allocated to each element based on the relative fair value of each of the elements. VSOE of fair value is established by the price charged when the same element is sold separately. Accordingly, the judgments involved in assessing the fair values of various elements of an agreement can impact the recognition of revenue in each period. Changes in the allocation of the sales price between deliverables might impact the timing of revenue recognition, but would not change the total revenue recognized on the contract. When elements such as software and services are contained in a single arrangement, or in related arrangements with the same customer, we allocate revenue to each element based on its relative fair value, provided that such element meets the criteria for treatment as a separate unit of accounting. In the absence of fair value for a delivered element, revenue is first allocated to the fair value of the undelivered elements and then allocated to the residual delivered elements. In the absence of fair value for an undelivered element, the arrangement is accounted for as a single unit of accounting, resulting in a delay of revenue recognition for the delivered elements until the undelivered elements are fulfilled. No sales arrangements to date include undelivered elements for which VSOE does not exist.
	For purposes of revenue recognition for perpetual licenses, the Company considers payment terms exceeding one year as a presumption that the fee in the transaction is not fixed and determinable.   This presumption however, may be overcome if persuasive evidence demonstrates that the Company has a business practice of extending payment terms and has been successful in collecting under the original terms, without providing any concessions.  In doing so, the Company considers if the arrangement is sufficiently similar to historical arrangements in terms of similar customers and products is assessing whether there is evidence of a history of successful collection.
	In order to determine the company’s historical experience is based on sufficiently similar arrangements, the Company considers the various factor including the types of customers and products, product life cycle, elements Included in the arrangement, length of payment terms and economics of license arrangement.
	If the presumption cannot be overcome due to a lack of such evidence, revenue should be recognized as payments become due, assuming all other revenue recognition criteria has been met.
Leases
	Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
	Assets held under finance leases are recognized as assets of the Company at their fair value or, if lower, at the present value of the minimum lease payments, each determined at the inception of the lease. The corresponding liability to the lessor is included in the balance sheet as finance lease obligation. Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly against income.
	Rentals payable under operating leases are charged to income on a straight-line basis over the term of the relevant lease.
	Benefits received and receivable as an incentive to enter into an operating lease are also spread on a straight-line basis over the lease term.
Advertising Expenses
	It is the Company’s policy to expense advertising costs as incurred.  No advertising costs were incurred during the years ended December 31, 2014 and 2013.
Research and Development Expenses	Research and development expenses include all direct costs, primarily salaries for Company personnel and outside consultants, related to the development of new products, significant enhancements to existing products, and the portion of costs of development of internal-use software required to be expensed.  Research and development costs are charged to operations as incurred with the exception of those software development costs that may qualify for capitalization. The Company incurred research and development costs that are included in general and administration expenses in the amount of $703,000 and $739,000 in the years ended December 31, 2014 and 2013 respectively.
Debt Issue Costs	Debt issue costs related to long-term debt are capitalized and amortized over the term of the related debt using the effective interest method.
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.
	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.
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, 2014 and 2013, outstanding stock options and 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, 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.
Financial Instruments	The carrying amounts of our financial assets and liabilities such as cash, accounts receivable and accounts payable approximate their fair values based on level 1 inputs in the fair value hierarchy because of the short maturity of these instruments. Due to the conversion features and other terms, it is not practical to estimate the fair value of amounts due to related parties and long term debt.
Share-Based Compensation	The Company accounts for share-based awards at fair value on date of grant and recognizes 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 volitility.
Recently Issued Accounting Standards
	In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2014-09 – Revenue from Contracts with Customers, which will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principal of this ASU is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. This ASU will be effective for us in our first quarter of 2017. Early adoption is not permitted. The ASU allows for either full retrospective or modified retrospective adoption. We are evaluating the transaction method that will be elected and the potential effects of the adoption of this ASU on our financial statements.

4_Property_and_Equipment_net_T

4. Property and Equipment, net (Tables)	12 Months Ended
	Dec. 31, 2014
Property And Equipment Net Tables
Property and equipment		December			31-Dec
		2014			2013
	Leasehold improvements	$	265		$	265
	Motor vehicle		120			120
	Equipment		348			310
			733			695
	Less accumulated depreciation		(521	)		(380	)
	Property and equipment, net	$	212		$	315

5_Intangible_Assets_Tables

5. Intangible Assets (Tables)	12 Months Ended
	Dec. 31, 2014
Intangible Assets Tables
Intangible Assets		December			31-Dec
		2014			2013
	Horizon software	$	16,936		$	17,599
	ZTEsoft Telecom software		495			497
	Contractual relationships		885			885
			18,316			18,981
	Less accumulated amortization		(7,356	)		(6,221	)
	Intangible assets, net	$	10,960		$	12,760

6_Longterm_Debt_Tables

6. Long-term Debt (Tables)	12 Months Ended
	Dec. 31, 2014
Long-term Debt Tables
Long - term liabilities		December			31-Dec
		2014			2013
	Vehicle loan	$	32		$	51
	Equipment loan		15			27
	Office term loan		134			171
			181			249
	Less current portion		(73	)		(65	)
	Balance	$	108		$	184

8_RelatedParty_Transactions_Ta

8. Related-Party Transactions (Tables)	12 Months Ended
	Dec. 31, 2014
Related-party Transactions Tables
Related-Party Transactions		31-Dec		31-Dec
		2014		2013
	Loans due to stockholders (current and former officers and directors)
	Due within one year	$	600	$	3,500
	Long-term		2,598		-
		$	3,198	$	3,500

9_Share_Capital_Tables

9. Share Capital (Tables)	12 Months Ended
	Dec. 31, 2014
Share Capital Tables
Stock Purchase Warrants	Number of Warrants		Exercise Price		Expiry
		116,760	$	0.86	no expiry date
		1,209,675		4.25	January 2019
		100,000		4	Jul-16
		60,000		6.55	Dec-15
		68,850		2.25	Dec-18
		402,786		3	Dec-18
		402,568		3.5	Dec-18
		450,000		-	May-17

10_StockBased_Compensation_Tab

10. Stock-Based Compensation (Tables)	12 Months Ended
	Dec. 31, 2014
Stock-based Compensation Tables
Summary of the Company's stock options			Number of				Weighted Average
			Options				Exercise Price
	Outstanding at December 31, 2013			-			$	-
	Options issued			500,000				4.54
	Outstanding at December 31, 2014			500,000				4.54
			Number of				Weighted Average
			Options				Exercise Price
	Outstanding at December 31, 2013			584,650			$	0.53
	Options forfeited			-				-
	Outstanding at December 31, 2014			584,650			$	0.53
Stock options outstanding					Number				Average		Number		Intrinsic
					Outstanding				Remaining		Exercisable		Value
					at				Contractual		at		at
					December 31,				Life		December 31,		December 31,
	Exercise Price				2014				(Years)		2014		2014
	$	0.51				850				0.83		850	$	1,258
		0.53				291,900				5.5		291,900		426,174
		0.53				291,900				8		-		-
		4.54				500,000				9		-		-

11_Income_Taxes_Tables

11. Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2014
Income Tax Disclosure [Abstract]
Income (loss) before income taxes			31-Dec
			2014		2013
	United States		$	(943)	$	-1,474
	International			-607		466
	Total		$	(1,550)	$	-1,008
Deferred Tax Assets		31-Dec
			2014		2013
	Deferred tax assets
	Net operating loss carryforwards - United States		$	829	$	508
	Net operating loss carryforwards - International			3,249		2,924
	Valuation allowance			-4,078		-3,432
	Net deferred tax assets		$	-	$	-

12_Commitments_and_Contingenci1

12. Commitments and Contingencies (Tables)	12 Months Ended
	Dec. 31, 2014
Commitments And Contingencies Tables
Lease Commitments		Operating		Long-term
		leases		Financing
	2015	$	112,000	$	73,000
	2016		67,000		53,000
	2017		67,000		40,000
	2018		67,000		15,000

13_Segment_Information_Tables

13. Segment Information (Tables)	12 Months Ended
	Dec. 31, 2014
Segment Reporting [Abstract]
Schedule of Segment Reporting Information		2014	2013
	Europe	$0.7 million	$3.7 million
	Asia	$3.7 million	$4.7 million
	Russia	$0.1 million	$0.4 million
	USA	$0.6 million	$0.3 million

2_Summary_of_Significant_Accou2

2. Summary of Significant Accounting Policies (Details) (USD $)	12 Months Ended
In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Allowance for doubtful accounts	$492	$212
Software development costs	$1,122	$1,211
Motor vehicles [Member]
Property and Equipment estimated useful lives	P5Y
Equipment [Member] | Minimum [Member]
Property and Equipment estimated useful lives	P3Y
Equipment [Member] | Maximum [Member]
Property and Equipment estimated useful lives	P5Y
Accounts Receivable [Member]
Concentration Risk Percentage	28.00%	22.00%

4_Property_and_Equipment_net_D

4. Property and Equipment, net (Details) (USD $)	Dec. 31, 2014	Dec. 31, 2013
In Thousands, unless otherwise specified
Property And Equipment Net Details
Leasehold improvements	$265	$265
Motor vehicle	120	120
Equipment	348	310
Property and equipment, gross	733	695
Less accumulated depreciation	-521	-380
Property and equipment, net	$212	$315

5_Intangible_Assets_Details

5. Intangible Assets (Details) (USD $)	Dec. 31, 2014	Dec. 31, 2013
In Thousands, unless otherwise specified
Intangible Assets Details
Horizon software	$16,936	$17,599
ZTEsoft Telecom software	495	497
Contractual relationships	885	885
Intangible assets, Gross	18,316	18,981
Less accumulated amortization	-7,356	-6,221
Intangible assets, net	$10,960	$12,760

5_Intangible_Assets_Details_Na

5. Intangible Assets (Details Narrative) (USD $)	Dec. 31, 2014
In Thousands, unless otherwise specified
Intangible Assets Details Narrative
Amortization expected over next five years	$1,900

6_Longterm_Debt_Details

6. Long-term Debt (Details) (USD $)	Dec. 31, 2014	Dec. 31, 2013
In Thousands, unless otherwise specified
Long-term Debt Details
Vehicle loan	$32	$51
Equipment loan	15	27
Office term loan	134	171
Total	181	249
Less current portion	-73	-65
Balance	$108	$184

8_RelatedParty_Transactions_De

8. Related-Party Transactions (Details) (USD $)	Dec. 31, 2014	Dec. 31, 2013
In Thousands, unless otherwise specified
Loans due to stockholders (current and former officers and directors)
Due within one year	$600	$3,500
Long-term	2,598
Loans due to stockholders	$3,198	$3,500

8_RelatedParty_Transactions_De1

8. Related-Party Transactions (Details Narrative) (USD $)	12 Months Ended
In Thousands, unless otherwise specified	Dec. 31, 2014
Related Party Transactions [Abstract]
Loans from related parties	$600
Long term loans	$2,598
Interest rate of Long term loans	0.21%

9_Share_Capital_Details

9. Share Capital (Details)	12 Months Ended
	Dec. 31, 2014
Warrants A
Number of warrants	116,760
Exercise Price	0.86
Warrants B
Number of warrants	1,209,675
Exercise Price	4.25
Expiration	31-Jan-19
Warrants C
Number of warrants	100,000
Exercise Price	4
Expiration	31-Jul-16
Warrants D
Number of warrants	60,000
Exercise Price	6.55
Expiration	31-Dec-15
Warrants E [Member]
Number of warrants	68,850
Exercise Price	2.25
Expiration	31-Dec-18
Warrants F [Member]
Number of warrants	402,786
Exercise Price	3
Expiration	31-Dec-18
Warrants G [Member]
Number of warrants	402,568
Exercise Price	3.5
Expiration	31-Dec-18
Warrants H [Member]
Number of warrants	450,000
Exercise Price
Expiration	30-May-17

10_StockBased_Compensation_Det

10. Stock-Based Compensation (Details) (USD $)	12 Months Ended
	Dec. 31, 2014
Number of Options
Number of Options Outstanding, Beginning
Number of Options Issued	500,000
Number of Options Outstanding, End	500,000
Weighted Average Exercise Price
Weighted Average Exercise Price Issued	$4.54
Weighted Average Exercise Price Outstanding, Ending	$4.54
Other Stock Options
Number of Options
Number of Options Outstanding, Beginning	584,650
Number of Option Forfeited
Number of Options Outstanding, End	584,650
Weighted Average Exercise Price
Weighted Average Exercise Price Outstanding, Beginning	$0.53
Weighted Average Exercise Price Forfeited
Weighted Average Exercise Price Outstanding, Ending	$0.53

10_StockBased_Compensation_Det1

10. Stock-Based Compensation (Details 1) (USD $)	12 Months Ended
In Thousands, except Share data, unless otherwise specified	Dec. 31, 2014
Stock Option Plan [Member]
Exercise Price	$0.51
Number of options outstanding	850
Average Contractual Life Remaining	9 months 29 days
Number of options exercisable	850
Intrinsic value	$1,258
Stock Option Plan 1 [Member]
Exercise Price	$0.53
Number of options outstanding	291,900
Average Contractual Life Remaining	5 years 6 months
Number of options exercisable	291,900
Intrinsic value	426,174
Stock Option Plan 2 [Member]
Exercise Price	$0.53
Number of options outstanding	291,900
Average Contractual Life Remaining	8 years
Number of options exercisable
Intrinsic value
Stock Option Plan 3 [Member]
Exercise Price	$4.54
Number of options outstanding	500,000
Average Contractual Life Remaining	9 years
Number of options exercisable
Intrinsic value

10_StockBased_Compensation_Det2

10. Stock-Based Compensation (Details Narrative) (USD $)	12 Months Ended
In Thousands, except Share data, unless otherwise specified	Dec. 31, 2014
Stock-based Compensation Details Narrative
Common stock reserved	4,584,650
Risk-free interest rate	1.68%
Expected life	3 years
Dividend yield	0.00%
Stock price volatility	192.00%
Option to purchase common stock	500,000
Fair Value of Options using Black Scholes option pricing model estimated amount	$2,200
Estimated forfeiture rate	30.00%
Fair value of options using the Black-Scholes option-pricing model estimated	516
Unrecognized compensation expense	$1,030
Unrecognized compensation expense recognized period	2 years

11_Income_Taxes_Details

11. Income Taxes (Details) (USD $)	12 Months Ended
In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Income Taxes Details
United States	($943)	($1,474)
International	-607	466
Total	($1,550)	($1,008)

11_Income_Taxes_Details_1

11. Income Taxes (Details 1) (USD $)	Dec. 31, 2014	Dec. 31, 2013
In Thousands, unless otherwise specified
Deferred tax assets
Net operating loss carryforwards - United States	$829	$508
Net operating loss carryforwards - International	3,249	2,924
Valuation allowance	-4,078	-3,432
Net deferred tax assets

11_Income_Taxes_Details_Narrat

11. Income Taxes (Details Narrative) (USD $)	12 Months Ended
In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Income Tax Disclosure [Abstract]
Federal net operating losses	$2,400
Non-capital losses	13,000
Change in valuation allowance	$646	$922

12_Commitments_and_Contingenci2

12. Commitments and Contingencies (Details) (USD $)	Dec. 31, 2014
In Thousands, unless otherwise specified
Operating Leases
2015	$112
2016	67
2017	67
2018	67
Long Term Financing
2015	73
2016	53
2017	40
2018	$15

12_Commitments_and_Contingenci3

12. Commitments and Contingencies (Details Narrative) (USD $)	12 Months Ended
In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Commitments And Contingencies
Rent expense	$100	$200

13_Segment_Information_Details

13. Segment Information (Details) (USD $)	12 Months Ended
In Thousands, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Revenues	$5,122	$9,106
Europe [Member]
Revenues	700	3,700
Asia [Member]
Revenues	3,700	4,700
Russia [Member]
Revenues	100	400
USA [Member]
Revenues	$600	$300