Touchpoint (TGHI) 10-K 2 Apr 18 2017 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Mar. 12, 2018	Jun. 30, 2017
Document And Entity Information
Entity Registrant Name	One Horizon Group, Inc.
Entity Central Index Key	225,211
Document Type	10-K
Trading Symbol	OHGI
Document Period End Date	Dec. 31, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity a Well-known Seasoned Issuer	No
Entity a Voluntary Filer	No
Entity Current Reporting Status	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 4,860
Entity Common Stock, Shares Outstanding		33,400,215
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2,017

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Current assets:
Cash	$ 763	$ 106
Accounts receivable	102	2
Other current assets	578	131
Current assets of continued operations	1,443	239
Current assets of discontinued operations		1,696
Total current assets	1,443	1,935
Property and equipment, net	2	16
Intangible assets, net	5,340	6,190
Prepaid compensation	2,017
Non current assets of discontinued operations		2,265
Total assets	8,802	10,406
Current liabilities:
Accounts payable	167	177
Accrued expenses	55	188
Accrued compensation	251	151
Amount due to related parties	32
Convertible notes, net of debt discount of $155	45
Convertible debenture, net		3,068
Current liabilities continued operations	550	3,584
Current liabilities of discontinued operations		300
Total current liabilities	550	3,884
Long-term liabilities
Amount due to related parties		2,343
Promissory notes, related parties	1,000
Long term liabilities of discontinued operations		234
Total liabilities	1,550	6,461
One Horizon Group, Inc. stockholders' equity
Preferred stock: $0.0001 par value, authorized 50,000,000; nil shares (2017) and 170,940 shares (2016) issued and outstanding		1
Common stock: $0.0001 par value, authorized 200,000,000 shares, issued and outstanding 30,255,123 (2017) and 6,144,762 (2016)	3	1
Additional paid-in capital	48,356	37,504
Accumulated (Deficit)	(41,085)	(33,590)
Accumulated other comprehensive income/(loss)	(22)	29
Total stockholders' equity	7,252	3,945
Total liabilities and stockholders' equity	$ 8,802	$ 10,406

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Convertible notes, debt discount	$ 155
Preferred stock: par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock: authorized	50,000,000	50,000,000
Preferred stock: issued		170,940
Preferred stock: outstanding		170,940
Common stock: par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock: authorized	200,000,000	200,000,000
Common stock: issued	30,255,123	6,144,762
Common stock: outstanding	30,255,123	6,144,762

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Statement [Abstract]
Revenue	$ 714	$ 44
Cost of revenue
Hardware, calls and network charges		33
Amortization of intangibles	855	91
Total cost of revenue	855	124
Gross deficit	(141)	(80)
Expenses:
General and administrative	4,236	2,013
Depreciation	17	28
Total expenses	4,253	2,041
Loss from operations	(4,394)	(2,121)
Other income and expense:
Interest expense	(666)	(712)
Foreign currency exchange gains	1	2
Total other income and expense	(665)	(710)
Loss from continuing operations before income taxes	(5,059)	(2,831)
Loss after income taxes from continuing operations	(5,059)	(2,831)
Loss from discontinued operations	(2,375)	(2,708)
Net loss for the year	(7,434)	(5,539)
Less: Preferred dividends		(50)
Net loss attributable to One Horizon Group, Inc. Common stockholders	$ (7,434)	$ (5,589)
Earnings per share
Basic and diluted net loss per share - continuing operations (in dollars per share)	$ (0.40)	$ (0.48)
Basic and diluted net loss per share - discontinued operations (in dollars per share)	$ (0.19)	$ (0.46)
Weighted average number of shares outstanding
Basic and diluted (in shares)	12,534	5,902

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Consolidated Statements Of Comprehensive Loss
Net loss	$ (7,434)	$ (5,539)
Other comprehensive (loss):
Foreign currency translation adjustment gain (loss)	(51)	65
Comprehensive loss	(7,485)	(5,474)
Total comprehensive loss	$ (7,485)	$ (5,474)

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Total
Balance at beginning at Dec. 31, 2015	$ 1	$ 1	$ 36,072	$ (28,001)	$ (36)	$ 8,037
Balance at beginning (in shares) at Dec. 31, 2015	171	5,858
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss				(5,539)		(5,539)
Foreign currency translation					65	65
Preferred dividends				(50)		(50)
Common stock issued for cash			525			$ 525
Common stock issued for cash (in shares)		229				169,821
Common Stock issued for services			204			$ 204
Common Stock issued for services (in shares)		58				33,333
Options issued for services			703			$ 703
Balance at ending at Dec. 31, 2016	$ 1	$ 1	37,504	(33,590)	29	3,945
Balance at ending (in shares) at Dec. 31, 2016	171	6,145
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss				(7,434)		(7,434)
Foreign currency translation					(51)	(51)
Deemed distribution			61	(61)
Common stock issued for cash			265			$ 265
Common stock issued for cash (in shares)		417				417,461
Common Stock issued for services			4,170			$ 4,170
Common Stock issued for services (in shares)		4,275				91,667
Common stock issued on exercise of warrants			980			$ 980
Common stock issued on exercise of warrants (in shares)		1,521
Common stock issued for settlement of liabilities			692			$ 692
Common stock issued for settlement of liabilities (in shares)		897				859,802
Amendment to preferred stock agreement (in shares)	385
Beneficial conversion features on convertible notes			155			$ 155
Conversion of preferred stock and note payable to common stock	$ (1)	$ 1	(500)			(500)
Conversion of preferred stock and note payable to common stock (in shares)	(556)	4,000
Conversion of debenture to common stock		$ 1	3,349			3,350
Conversion of debenture to common stock (in shares)		13,000
Warrants issued for services			1,486			1,486
Reclassification of mandatory redeemable preference shares			62			62
Options issued for services			132			132
Balance at ending at Dec. 31, 2017		$ 3	$ 48,356	$ (41,085)	$ (22)	$ 7,252
Balance at ending (in shares) at Dec. 31, 2017		30,255

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Operating activities:
Net loss for the year	$ (5,059)	$ (2,831)
Adjustment to reconcile net loss for the year to net cash used in operating activities:
Depreciation of property and equipment	17	28
Amortization of intangible assets	855	91
Amortization of debt issue costs	132	132
Amortization of beneficial conversion feature	101	100
Amortization of debt discount	199	200
Amortization of shares issued for services	270	47
Warrants issued for services received	1,486
Options issued for services received	132	703
Common shares issued for services received	1,244	70
Changes in operating assets and liabilities:
Accounts receivable	(100)	3
Other assets	17	(120)
Accounts payable and accrued expenses	280	214
Net cash flows from continuing operating activities	(426)	(1,363)
Net cash flows from discontinued operating activities	(277)	60
Net cash flows from total operating activities	(703)	(1,303)
Cash used in investing activities:
Acquisition of property and equipment	(2)	(8)
Net cash flows from investing activities - continuing operations	(2)	(8)
Net cashflows from investing activities - discontinued operations	(261)	(467)
Net cashflows from investing activities - total	(263)	(475)
Cash flow from financing activities:
Cash proceeds from exercise of warrants	980
Cash proceeds from issuance of common stock	265	400
Preferred dividends paid		(50)
Advances from/(repayments to) related parties	232	(11)
Net cash flows from financing activities - continuing operations	1,477	339
Net cash flows from financing activities - discontinued operations		(5)
Net cash provided by financing activities	1,477	334
Increase/(decrease) in cash during the year	511	(1,444)
Foreign exchange effect on cash	(8)	(68)
Cash at the beginning of the year - continuing operations	106	1,612
Cash at the beginning of the year - discontinued operations	154	160
Cash at end of the year - total	763	106
Interest paid		209
Non-cash transactions:
Common stock issued for services provided		204
Common stock issued for settlement of accrued compensation		125
Common stock issued for settlement of liabilities	692
Redemption of preferred stock with issuance of common stock and note payable	500
Conversion of debenture and accrued interest to common stock	$ 3,350

Description of Business, Organi

Description of Business, Organization and Principles of Consolidation	12 Months Ended
	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business, Organization and Principles of Consolidation	Note 1. Description of Business, Organization and Principles of Consolidation Description of Business One Horizon Group, Inc (“the Company”) has proprietary digitally secure messaging software and sells licenses primarily into the gaming, security and educational markets. The Company is based in Hong Kong, China and the United Kingdom. Principles of Consolidation and Combination The consolidated financial statements include the accounts of One Horizon Group, Inc. and its wholly owned subsidiaries Global Phone Credit Limited, One Horizon Hong Kong Limited and Horizon Network Technology Co. Ltd. (“HNT”). The accounts of the former subsidiaries, One Horizon Group plc, Horizon Globex GmbH, Abbey Technology GmbH and Horizon Globex Ireland Limited are included up to the date of Reorganization (Note 3). In addition, included in the consolidated financial statements as of and for the years ended December 31, 2017 and 2016, are the accounts of Suzhou Aishuo Network Information Co., Ltd. which is controlled by One Horizon Group, Inc. through various contractual arrangements. All significant intercompany balances and transactions have been eliminated.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2017
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. The Company has principally financed these losses from the sale of equity securities and the issuance of debt instruments. As a result of the Reorganization in August 2017, more fully described in Note 3, the Company has revised its operations and business plan. In addition, during 2017 amounts previously due to the Chief Financial Officer was converted to common stock (Note 6) and the previously outstanding convertible debentures were converted into shares of common stock (Note 7). As a result of these transactions as well as adjustments to the Company’s business plans, working capital as of December 31, 2017 increased to approximately $593,000 as compared to a working capital deficit of approximately $1,949,000 as of December 31, 2016 and long term liabilities decreased by approximately $1,577,000 as compared to December 31, 2016. In addition, and as more fully described in Note 12, the Company acquired two operating entities subsequent to December 31, 2017. Coupled with the reduction of liabilities described above, the Company projects the results of these acquisitions will provide positive cash flows. However, actual results could materially differ from the Company’s projections. Accordingly, the Company may be required to raise additional funds through various sources, such as equity and debt financings. While the Company believes it is probably 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, 2017, the Company had cash of $763,000. In addition, in January of 2018, the Company received proceeds totaling $200,000 for the issuance of convertible notes. In February of 2018, the then outstanding convertible loan notes totaling $400,000, including the $200,000 outstanding at December 31, 2017, were converted into common stock. In February 2018, the Company received $562,500 from the exercise of outstanding common stock warrants. The Company expects to receive further investment from the exercise of additional common stock warrants in the second quarter of 2018 for net proceeds of approximately $723,000. Together with the cash on hand as a result of these transactions and based on the Company’s current operational plan and budget, the Company believes that it is probable that it has will have sufficient cash to fund its operations into at least the second quarter of 2019. 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 other than those denominated in U.S. dollars, primarily in Hong Kong, 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, 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 and concentrations Subsequent to the Reorganization (Note 3) the Company recognizes revenue from the sale of licenses of the digitally secure messaging on an invoice basis. The Company does not have off-balance sheet credit exposure related to its customers. As of December 31, 2017 and December 31, 2016, two customers accounted for 100% and 61%, respectively, of the accounts receivable balance and one customer accounted for 75% of the revenue for the year ended December 31, 2017. Intangible Assets Intangible assets include software development costs and are amortized on a straight-line basis over the estimated useful lives of ten 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. As a result of this review, no impairment charges were recognized during the years ended December 31, 2017 and 2016. During the year ended December 31, 2016 software development costs of $467,000 had 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, 2017 and 2016 the Company recorded no impairment losses related to the Company’s long-lived assets. Debt Issue Costs Debt issue costs related to long-term debt are recorded as a reduction of debt outstanding 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. Historically the Company has not filed income tax returns and the related required informational filings in the US. Certain informational filings if not filed contain penalties. The Company is currently addressing this issue with advisors to determine the amount, if any, of potential payments due. Given the complexity of the issue the Company is unable to quantify a range of potential loss, if any. Accordingly no liability has been recorded in the accompanying consolidated balance sheets in respect of this matter Net Loss per Share Basic net loss per share is calculated by dividing the net loss attributable to common shareholders by the weighted average number of common shares outstanding in the period. Diluted loss per share takes into consideration common shares outstanding (computed under basic loss per share) and potentially dilutive securities. For the years ended December 31, 2017 and 2016, shares issuable from outstanding stock, warrants (totaling 3,936,388- 2017 and 666,324 - 2016) 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. Stock-based payments The Company accounts for stock-based awards at fair value on date of grant and recognition of compensation over the service period for awards expected to vest. The fair value of stock options is determined using the Black-Scholes option pricing model, which includes subjective judgements about the expected life of the awards, forfeiture rates and stock price volatility. Revenue recognition The Company earns revenue under license agreement, for the use of its secure messaging software, which include a license fee and the sale of user licenses. The Company recognizes revenue when it is realized or realizable and earned (and vendor specific objective evidence of fair value has been established for all elements in the license agreement). The Company establishes persuasive evidence of a sales arrangement for each type of revenue transaction based on a signed contract with the customer and that delivery has occurred on services have been rendered, price fixed and determinable and collecitivity is reasonably assured. Revenue for user licenses purchased by customers is recognized when the user license is delivered. In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014-09, “Revenue from Contracts with Customers,” which supersedes the revenue recognition requirements of Accounting Standards Codification (“ASC”) Topic 605, “Revenue Recognition” and most industry-specific guidance on revenue recognition throughout the ASC. The new standard is principles-based and provides a five step model to determine when and how revenue is recognized. The core principle of the new standard is that revenue should be recognized when a company transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The new standard also requires disclosure of qualitative and quantitative information surrounding the amount, nature, timing and uncertainty of revenues and cash flows arising from contracts with customers. The new standard, as updated in 2015, will be effective for us in the first quarter of the year ending December 31, 2018 and can be applied either retrospectively to all periods presented or as a cumulative-effect adjustment as of the date of adoption. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing.” ASU 2016-10 clarifies the implementation guidance on identifying performance obligations. This ASU applies to all companies that enter into contracts with customers to transfer goods or services. This ASU is effective for public entities for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted, but not before interim and annual reporting periods beginning after December 15, 2016. Entities have the choice to apply the ASU either retrospectively to each reporting period presented or by recognizing the cumulative effect of applying these standards at the date of initial application and not adjusting comparative information. We have evaluated the impact of the new accounting standard on our revenue recognition policies and do not believe that it will have an impact on our financial statements.

Reorganization

Reorganization	12 Months Ended
	Dec. 31, 2017
Discontinued Operations and Disposal Groups [Abstract]
Reorganization	Note 3. Reorganization On August 11, 2017 (date of Reorganization), the Company consummated a Stock Purchase Agreement whereby its former Chief Executive Officer (“Former CEO”) acquired all of the outstanding capital stock of three of the Company’s subsidiaries, Abbey Technology GmbH, Horizon Globex GmbH and Horizon Globex Ireland Ltd., and approximately 99.7% of the outstanding shares in One Horizon Group plc (collectively the “Discontinued Entities”) from the Company in exchange for the forgiveness of $1,968,253 due by the Company to the Former CEO. In connection with the transaction, the Former CEO (See note 6) and the Discontinued Entities released the Company and its remaining subsidiaries (the “Excluded Entities”) from any claims outstanding as of the date of the transaction and the Company and the Excluded Entities released the Discontinued Entities from any outstanding claims. In contemplation of the Stock Purchase Agreement, certain intellectual property was transferred among the Discontinued Entities and the Excluded Entities such that each could continue the business contemplated to be carried on after the transaction was consummated. The Company’s consolidated balance sheet as at December 31, 2016 has been adjusted to properly account for the current and noncurrent assets, current and noncurrent liabilities of discontinued operations separate from the current and noncurrent assets and current and noncurrent liabilities of the Excluded Entities. Adjustments to December 31, 2016 Balance Sheet for Discontinued operations Current assets of discontinued operations Cash $ 153 Accounts receivable, net 1,206 Other current assets 337 $ 1,696 Noncurrent assets of discontinued operations Property and equipment (net) $ 26 Intangible assets, net 2,222 Investment 17 $ 2,265 Current liabilities of discontinued operations Accounts payable $ 187 Accrued expenses 18 Accrued compensation 5 Income taxes 90 $ 300 Long-term liabilities of discontinued operations Deferred income taxes $ 172 Mandatorily redeemable shares 62 $ 234 The Company’s consolidated statements of operations for the year ended December 31, 2017 include operations of the Discontinued Entities up to the date of the Reorganization in Loss from Discontinued Operations. The Company’s consolidated 2016 balance sheets and statements of operations for the years ended December 31, 2017 and 2016 have been adjusted to properly account for the discontinued operations as follows: (in thousands) Loss from Discontinued operations Year ended December 31, 2017 2016 Revenue $ 495 $ 1,571 Cost of Revenue Hardware 5 65 Amortization 1,007 1,919 1,012 1,984 Gross Margin (517 ) (413 ) Expenses General and administrative 998 1,709 Depreciation 5 30 Research and development 255 605 1,258 2,344 Other income (loss) — 6 Impairment Loss (622 ) — Income Taxes 22 43 Loss from Discontinued Operations $ (2,375 ) $ (2,708 )

Suzhou Aishuo Network Informati

Suzhou Aishuo Network Information Co. Ltd.	12 Months Ended
	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Suzhou Aishuo Network Information Co. Ltd.	Note 4. Suzhou Aishuo Network Information Co. Ltd. The Company has control of a Chinese entity Suzhou Aishuo Network Information Co. Ltd. (“Aishuo”) through various contractual arrangements. As a result of this control, one hundred percent of the operations, assets, liabilities and cash flows of Aishuo have been consolidated in the accompanying consolidated financial statements. Summarized assets, liabilities and results of operations, prior to eliminations in consolidation, of Aishuo are as follows: (in thousands) December 31 December 31 2017 2016 Assets $ — $ 5 Intercompany payables (423 ) (355 ) Other liabilities — ) (12 ) Revenue 2 224 Net Loss (37 ) (292 )

Intangible Assets

Intangible Assets	12 Months Ended
	Dec. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	Note 5. Intangible Assets Intangible assets consist primarily of software development costs which are amortized over the estimated useful life, generally on a straight-line basis (in thousands) 2017 2016 Horizon secure messaging software $ 6,527 $ 6,498 Less accumulated amortization (1,187 ) (308 ) Intangible assets, net $ 5,340 $ 6,190 Amortization of intangible assets for each of the next four years is estimated to be approximately $1,500,000 per year

Related-Party Transactions

Related-Party Transactions	12 Months Ended
	Dec. 31, 2017
Related Party Transactions [Abstract]
Related-Party Transactions	Note 6. Related-Party Transactions During the year ended December 31, 2017, $1,968,253 due to the Former CEO, Brian J Collins was forgiven in the reorganization whereby he acquired ownership of the Discontinued Entities (Note 3). The net assets disposed of was equal to the amount due to the former CEO, accordingly no gain or loss was Recognized on the transaction. During the year ended December 2017 $662,048 due to the Chief Financial Officer was converted at the prevailing market price of $0.77 to 859,802 shares of common stock.

Promissory Notes, Related parti

Promissory Notes, Related parties	12 Months Ended
	Dec. 31, 2017
Debt Disclosure [Abstract]
Promissory Notes, Related parties	Note 7. Promissory Notes, Related parties In October 2017 the Company entered into agreements with the holder (Principal Stockholder) of the $3,500,000 principal amount of convertible debentures then outstanding (the “Debentures”) and the holder (our Chief Executive Officer) of the 555,555 outstanding shares of its Series A-1 Preferred Stock (the “Preferred Shares”) pursuant to which it agreed to issue (the “Debenture Exchange”) to the holder of the Debentures upon conversion of $3,000,000 principal amount of the Debentures together with all $350,000 interest accrued thereon, 13,000,000 shares of common stock, and, upon cancellation of the remaining balance due on the Debenture, a $500,000 unsecured promissory note bearing interest at the rate of 7% per annum payable August 31, 2019 (the “7% Note”) and agreed to issue to the holder of the Preferred Shares, in exchange for the Preferred Shares (the “Preferred Exchange”), and the accrued but unpaid dividends thereon, 4,000,000 shares of common stock, together with a $500,000 unsecured promissory note bearing interest at the rate of 7% per annum, payable August 31, 2019. Due to the related party nature of the transactions, there were no gains or losses recorded. The $3,350,000 principal and interest outstanding on the Debentures was reclassified as an increase in stockholders’ equity. The $500,000 promissory note issued to our Chief Executive Officer for the redemption of the Preferred shares was recorded as a reduction in stockholders’ equity.

Convertible Notes

Convertible Notes	12 Months Ended
	Dec. 31, 2017
Debt Disclosure [Abstract]
Convertible Notes	Note 8. Convertible Notes. In the year ended December 31, 2017 the Company signed convertible notes in the amount of $400,000 to two individuals, of which $200,000 was received in 2017 and the remaining $200,000 was received in January 2018. These loans plus accrued interest (at 7% per annum) were converted into common stock in February 2018 at $0.60 per share. The carrying value of the $200,000 convertible notes outstanding at December 31, 2017 has been reduced by $155,000 to record a beneficial conversion feature.

Share Capital

Share Capital	12 Months Ended
	Dec. 31, 2017
Stockholders' Equity Note [Abstract]
Share Capital	Note 8. 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. During the year ended December 31, 2017, pursuant to an agreement between the Company and the holders of the Series A preferred stock, the stock was re-designated as Series A-1 Preferred Stock, outstanding shares increased to 555,555 shares with a redemption price of $1.80, dividends of 10% per annum and the redemption date extended to February 1, 2018. During the year ended December 31, 2017 all the shares of preferred stock were converted into 4,000,000 shares of common stock and a promissory note, due August 31, 2019, in the amount of $500,000. Common Stock The Company is authorized to issue 200 million shares of common stock, par value of $0.0001. On April 19, 2017 the stockholders approved a reverse stock split, one new share for every six old shares, which has been shown retroactively in these financial statements. During the year ended December 31, 2017 the Company: ● Issued 91,667 shares of common stock for services provided with a fair value of $176,055 ● Issued 127,366 shares of common stock for exercise of warrants at a price of $0.80 per share ● Issued 417,461 shares of common stock for cash proceeds of $265,000 ● Issued 859,802 shares of common stock for settlement of related party loan in the amount of $662,048 ● Issued 3,000,000 shares of common stock in connection with five year employment contracts for executives with a fair value of $2,750,000 ● Issued 55,556 shares of common stock for exercise of warrants at a price of $0.80 per share ● Issued 37,500 shares of common stock for settlement of amount owing of $30,000 ● Issued 13,000,000 shares of common stock as part of settlement of convertible debenture and accrued interest in the amount of $3,350,000 ● Issued 4,000,000 shares of common stock for redemption of 555,555 shares of Series A-1 Preferred Stock ● Issued 108,333 shares of common stock for services provided with a fair value of $83,416 ● Issued 833,334 shares of common stock for the exercise of warrants at a price of $0.60 per share ● Issued 1,075,000 shares of common stock for services provided with a fair value of $1,161,000 ● Issued 350,000 shares of common stock for the exercise of warrants at a price of $0.60 per share ● Issued 155,000 shares of common stock for the exercise of warrants at a price of $0.80 per share During the year ended December 31, 2016 the Company: ● Issued 33,333 shares of common stock for services to be provided with a fair value of $133,960 ● Issued 169,821 shares of common stock for cash proceeds of $400,000 ● Issued 7,500 shares of common stock for services received with a fair value of $33,750 ● Issued 76,228 shares of common stock in part settlement of accrued compensation in the amount of $160,535 Stock Purchase Warrants As at December 31, 2017, the Company had reserved 3,936,388 shares of its common stock for the outstanding warrants with weighted average exercise price of $2.12. Such warrants expire at various times up to July 2020. The warrants have an intrinsic value of $1,848,601 as of December 31, 2017. During the year ended December 31, 2017, 304,168 warrants were forfeited, 5,095,486 warrants were issued, for services performed (with a fair value of $1,486,000) and valued under the Black-Scholes valuation method, and 1,521,255 warrants were exercised. The assumptions used in calculating the fair value under the Black-Scholes option valuation model for warrants issued by the Company during the year ended December 31, 2017: Common stock fair value $ 1.92 Risk-free interest rate 2.5 % Expected dividend yield 0 % Expected warrant life (years) 0.1-1.2 Expected stock volatility 107-114 % Under the engagement agreement with Maxim Group LLC, the Company has agreed for any financing arranged by Maxim for the Company, during the contractual period, the Company will in addition to paying a cash fee of up to 7% of funds raised to deliver a cash warrant to Maxim to purchase shares in the Company equal to 4% of the number of shares issued in the financing. The warrants will be exercisable at 120% of the pricing of the common stock issued in the raise. The exercisable period is 12 months from the date of the raise, thereafter if not exercised the warrants will lapse.

Stock-Based Compensation

Stock-Based Compensation	12 Months Ended
	Dec. 31, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock-Based Compensation	Note 9. Stock-Based Compensation The shareholders approved a stock option plan on August 6, 2013, the 2013 Equity Incentive Plan (“2013 Plan”). The 2013 Plan is for the issuance of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalents, cash bonuses and other stock-based awards to employees, directors and consultants of the Company. Following the reorganization in August 2017, all outstanding employee stock options were forfeited under the rules of the Plan. There have been no options issued in the year ended December 31, 2017. A summary of the 2013 Plan options for the twelve months ended December 31, 2017, is as follows: Number of Weighted Average Options Exercise Price Outstanding at January 1, 2017 141,250 $ 14.83 Forfeited (141,250 ) 22.61 Outstanding at December 31, 2017 — N/A Prior to the 2013 Plan the Company issued stock options to employees under other stock plans. A summary of the Company’s other stock options for the year ended December 31, 2017, is as follows: Number of Weighted Average Options Exercise Price Outstanding at January 1, 2017 145,950 $ 3.18 Forfeited (145,950 ) 22.61 Outstanding at December 31, 2017 — N/A

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Income Taxes	Note 10. Income Taxes The difference between the U.S. statutory federal tax rate 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 to a lesser extent to the tax the differential on losses in foreign countries. Deferred Tax Assets 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 2016 remain open to examination by federal authorities and other jurisdictions in which the Company operates namely China and Hong Kong. The components of the net deferred tax asset and the amount of the valuation allowance are as follows: (in thousands) December 31 2017 2016 Deferred tax assets Net operating loss carryforwards 2,138 1,803 Valuation allowance (2,138 ) (1,803 ) Net deferred tax assets $ — $ — The increase in the valuation allowance was $1,658,000 for the year ended December 31, 2017 and $529,000 for the year ended December 31, 2016. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 became law (the “Tax Act”). The Tax Act enacts a broad range of changes to the Internal Revenue Code of 1986, as amended (the “IRC”). The Tax Act, among other things, includes changes to U.S. federal tax rates, imposes significant additional limitations on the deductibility of interest and net operating losses, allows for the expensing of capital expenditures and puts into effect the migration from a “worldwide” system of taxation to a territorial system. We do not expect tax reform to have a material impact to our financial statements as our net deferred tax assets and liabilities are fully reserved. We continue to examine the impact this tax reform legislation may have on our business. The impact of the Tax Act on holders of our common shares is uncertain and could be adverse. The annual report in which these consolidated financial statements are included, does not discuss any such tax legislation or the manner in which it might affect purchasers of our common stock. We urge our stockholders to consult with their legal and tax advisors with respect to any such legislation and the potential tax consequences of investing in our common stock.

Segment Information

Segment Information	12 Months Ended
	Dec. 31, 2017
Segment Reporting [Abstract]
Segment Information	Note 11. Segment Information Subsequent to the reorganization set out in note 3, the Company has one business segments in the digital secure messaging in the gaming, security and educational fields. All the revenue from continuing operations was generated in the Asia region.

Subsequent Event

Subsequent Event	12 Months Ended
	Dec. 31, 2017
Subsequent Events [Abstract]
Subsequent Event	Note 12. Subsequent Events In January 2018 the Company entered into an agreement with the shareholders of Once in a Lifetime LLC (“LLC”) to acquire 51% of the issued and outstanding membership interests of LLC in exchange for 1,334,000 fully paid and non-assessable shares of common stock of the Company. In addition, the Company shall issue fully paid and non-assessable shares of common stock equal to 2.5 times the net, after tax, income of LLC for the six month period after the acquisition of LLC by the Company and fully paid and non-assessable shares of common stock equal to 4.5 times the net, after tax, income of LLC for the second six month period after the acquisition of LLC. In February 2018 the Company announced it had entered into an exchange agreement to acquire 100% of C-Rod, a music and video content business based in Miami, Florida. The acquisition was completed on March 20, 2018. The Company expects to receive further equity investment in the second quarter of 2018 from the exercise of common stock warrants, which will result in net proceeds of $722,500. In addition, $400,000 of convertible loan notes, including the $200,000 outstanding at December 31, 2017, were converted into common stock in February 2018. In February 2018, the Company approved the creation of the 2018 Equity Incentive Plan, which authorizes the Company to issue up to 5,000,000 shares of common stock, which is still pending final Shareholders approval.

Summary of Significant Accoun21

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2017
Accounting Policies [Abstract]
Liquidity and Capital Resources	Liquidity and Capital Resources Historically, the Company has incurred net losses and negative cash flows from operations. The Company has principally financed these losses from the sale of equity securities and the issuance of debt instruments. As a result of the Reorganization in August 2017, more fully described in Note 3, the Company has revised its operations and business plan. In addition, during 2017 amounts previously due to the Chief Financial Officer was converted to common stock (Note 6) and the previously outstanding convertible debentures were converted into shares of common stock (Note 7). As a result of these transactions as well as adjustments to the Company’s business plans, working capital as of December 31, 2017 increased to approximately $593,000 as compared to a working capital deficit of approximately $1,949,000 as of December 31, 2016 and long term liabilities decreased by approximately $1,577,000 as compared to December 31, 2016. In addition, and as more fully described in Note 12, the Company acquired two operating entities subsequent to December 31, 2017. Coupled with the reduction of liabilities described above, the Company projects the results of these acquisitions will provide positive cash flows. However, actual results could materially differ from the Company’s projections. Accordingly, the Company may be required to raise additional funds through various sources, such as equity and debt financings. While the Company believes it is probably 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, 2017, the Company had cash of $763,000. In addition, in January of 2018, the Company received proceeds totaling $200,000 for the issuance of convertible notes. In February of 2018, the then outstanding convertible loan notes totaling $400,000, including the $200,000 outstanding at December 31, 2017, were converted into common stock. In February 2018, the Company received $562,500 from the exercise of outstanding common stock warrants. The Company expects to receive further investment from the exercise of additional common stock warrants in the second quarter of 2018 for net proceeds of approximately $723,000. Together with the cash on hand as a result of these transactions and based on the Company’s current operational plan and budget, the Company believes that it is probable that it has will have sufficient cash to fund its operations into at least the second quarter of 2019.
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.
Foreign Currency Translation	Foreign Currency Translation The reporting currency of the Company is the United States dollar. Assets and liabilities other than those denominated in U.S. dollars, primarily in Hong Kong, 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 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, 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 and concentrations	Accounts receivable and concentrations Subsequent to the Reorganization (Note 3) the Company recognizes revenue from the sale of licenses of the digitally secure messaging on an invoice basis. The Company does not have off-balance sheet credit exposure related to its customers. As of December 31, 2017 and December 31, 2016, two customers accounted for 100% and 61%, respectively, of the accounts receivable balance and one customer accounted for 75% of the revenue for the year ended December 31, 2017.
Intangible Assets	Intangible Assets Intangible assets include software development costs and are amortized on a straight-line basis over the estimated useful lives of ten 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. As a result of this review, no impairment charges were recognized during the years ended December 31, 2017 and 2016. During the year ended December 31, 2016 software development costs of $467,000 had been capitalized.
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 years ended December 31, 2017 and 2016 the Company recorded no impairment losses related to the Company’s long-lived assets.
Debt Issue Costs	Debt Issue Costs Debt issue costs related to long-term debt are recorded as a reduction of debt outstanding and amortized over the term of the related debt using the effective interest method.
Income Taxes	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. Historically the Company has not filed income tax returns and the related required informational filings in the US. Certain informational filings if not filed contain penalties. The Company is currently addressing this issue with advisors to determine the amount, if any, of potential payments due. Given the complexity of the issue the Company is unable to quantify a range of potential loss, if any. Accordingly no liability has been recorded in the accompanying consolidated balance sheets in respect of this matter
Net Loss per Share	Net Loss per Share Basic net loss per share is calculated by dividing the net loss attributable to common shareholders by the weighted average number of common shares outstanding in the period. Diluted loss per share takes into consideration common shares outstanding (computed under basic loss per share) and potentially dilutive securities. For the years ended December 31, 2017 and 2016, shares issuable from outstanding stock, warrants (totaling 3,936,388- 2017 and 666,324 - 2016) 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)	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	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.
Stock-based payments	Stock-based payments The Company accounts for stock-based awards at fair value on date of grant and recognition of compensation over the service period for awards expected to vest. The fair value of stock options is determined using the Black-Scholes option pricing model, which includes subjective judgements about the expected life of the awards, forfeiture rates and stock price volatility.
Revenue recognition	Revenue recognition The Company earns revenue under license agreement, for the use of its secure messaging software, which include a license fee and the sale of user licenses. The Company recognizes revenue when it is realized or realizable and earned (and vendor specific objective evidence of fair value has been established for all elements in the license agreement). The Company establishes persuasive evidence of a sales arrangement for each type of revenue transaction based on a signed contract with the customer and that delivery has occurred on services have been rendered, price fixed and determinable and collecitivity is reasonably assured. Revenue for user licenses purchased by customers is recognized when the user license is delivered. In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014-09, “Revenue from Contracts with Customers,” which supersedes the revenue recognition requirements of Accounting Standards Codification (“ASC”) Topic 605, “Revenue Recognition” and most industry-specific guidance on revenue recognition throughout the ASC. The new standard is principles-based and provides a five step model to determine when and how revenue is recognized. The core principle of the new standard is that revenue should be recognized when a company transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The new standard also requires disclosure of qualitative and quantitative information surrounding the amount, nature, timing and uncertainty of revenues and cash flows arising from contracts with customers. The new standard, as updated in 2015, will be effective for us in the first quarter of the year ending December 31, 2018 and can be applied either retrospectively to all periods presented or as a cumulative-effect adjustment as of the date of adoption. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing.” ASU 2016-10 clarifies the implementation guidance on identifying performance obligations. This ASU applies to all companies that enter into contracts with customers to transfer goods or services. This ASU is effective for public entities for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted, but not before interim and annual reporting periods beginning after December 15, 2016. Entities have the choice to apply the ASU either retrospectively to each reporting period presented or by recognizing the cumulative effect of applying these standards at the date of initial application and not adjusting comparative information. We have evaluated the impact of the new accounting standard on our revenue recognition policies and do not believe that it will have an impact on our financial statements.

Reorganization (Tables)

Reorganization (Tables)	12 Months Ended
	Dec. 31, 2017
Discontinued Operations and Disposal Groups [Abstract]
Schedule of current and noncurrent assets, current and noncurrent liabilities of discontinued operations	The Company’s consolidated balance sheet as at December 31, 2016 has been adjusted to properly account for the current and noncurrent assets, current and noncurrent liabilities of discontinued operations separate from the current and noncurrent assets and current and noncurrent liabilities of the Excluded Entities. Adjustments to December 31, 2016 Balance Sheet for Discontinued operations Current assets of discontinued operations Cash $ 153 Accounts receivable, net 1,206 Other current assets 337 $ 1,696 Noncurrent assets of discontinued operations Property and equipment (net) $ 26 Intangible assets, net 2,222 Investment 17 $ 2,265 Current liabilities of discontinued operations Accounts payable $ 187 Accrued expenses 18 Accrued compensation 5 Income taxes 90 $ 300 Long-term liabilities of discontinued operations Deferred income taxes $ 172 Mandatorily redeemable shares 62 $ 234
Schedule of reorganization in loss from discontinued operations	The Company’s consolidated 2016 balance sheets and statements of operations for the years ended December 31, 2017 and 2016 have been adjusted to properly account for the discontinued operations as follows: (in thousands) Loss from Discontinued operations Year ended December 31, 2017 2016 Revenue $ 495 $ 1,571 Cost of Revenue Hardware 5 65 Amortization 1,007 1,919 1,012 1,984 Gross Margin (517 ) (413 ) Expenses General and administrative 998 1,709 Depreciation 5 30 Research and development 255 605 1,258 2,344 Other income (loss) — 6 Impairment Loss (622 ) — Income Taxes 22 43 Loss from Discontinued Operations $ (2,375 ) $ (2,708 )

Suzhou Aishuo Network Informa23

Suzhou Aishuo Network Information Co. Ltd. (Tables)	12 Months Ended
	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of assets, liabilities and results of operations of AISHOU	Summarized assets, liabilities and results of operations, prior to eliminations in consolidation, of Aishuo are as follows: (in thousands) December 31 December 31 2017 2016 Assets $ — $ 5 Intercompany payables (423 ) (355 ) Other liabilities — ) (12 ) Revenue 2 224 Net Loss (37 ) (292 )

Intangible Assets (Tables)

Intangible Assets (Tables)	12 Months Ended
	Dec. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of intangible assets	Intangible assets consist primarily of software development costs which are amortized over the estimated useful life, generally on a straight-line basis (in thousands) 2017 2016 Horizon secure messaging software $ 6,527 $ 6,498 Less accumulated amortization (1,187 ) (308 ) Intangible assets, net $ 5,340 $ 6,190

Share Capital (Tables)

Share Capital (Tables)	12 Months Ended
	Dec. 31, 2017
Stockholders' Equity Note [Abstract]
Schedule of black-scholes option valuation model for warrant issued	The assumptions used in calculating the fair value under the Black-Scholes option valuation model for warrants issued by the Company during the year ended December 31, 2017: Common stock fair value $ 1.92 Risk-free interest rate 2.5 % Expected dividend yield 0 % Expected warrant life (years) 0.1-1.2 Expected stock volatility 107-114 %

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	12 Months Ended
	Dec. 31, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Schedule of equity incentive plan	A summary of the 2013 Plan options for the twelve months ended December 31, 2017, is as follows: Number of Weighted Average Options Exercise Price Outstanding at January 1, 2017 141,250 $ 14.83 Forfeited (141,250 ) 22.61 Outstanding at December 31, 2017 — N/A
Schedule of other stock options	A summary of the Company’s other stock options for the year ended December 31, 2017, is as follows: Number of Weighted Average Options Exercise Price Outstanding at January 1, 2017 145,950 $ 3.18 Forfeited (145,950 ) 22.61 Outstanding at December 31, 2017 — N/A

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Schedule of net deferred tax liability	The components of the net deferred tax asset and the amount of the valuation allowance are as follows: (in thousands) December 31 2017 2016 Deferred tax assets Net operating loss carryforwards 2,138 1,803 Valuation allowance (2,138 ) (1,803 ) Net deferred tax assets $ — $ —

Summary of Significant Accoun28

Summary of Significant Accounting Policies (Details Narrative)	12 Months Ended
	Dec. 31, 2017USD ($)Number$ / sharesshares	Dec. 31, 2016USD ($)Numbershares	Mar. 31, 2018$ / sharesshares	Feb. 28, 2018USD ($)
Antidilutive securities | shares	3,936,388	666,324
Capitalized cost for software development		$ 467,000
Warrant issued | shares	127,366
Exercise price (in dollars per share) | $ / shares	$ 0.80
Long term liabilities decreased	$ 1,577,000
Working capital	593,000	$ 1,949,000
Cash	$ 763,000
Customer Concentration Risk [Member] | Accounts Receivable [Member]
Percentage of concentration risk	100.00%	61.00%
Number of customers | Number	2	2
Customer Concentration Risk [Member] | Sales Revenue, Net [Member]
Percentage of concentration risk	75.00%
Software Development [Member]
Useful life of intangible assets	10 years
Subsequent Event [Member]
Warrant issued | shares			850,000
Exercise price (in dollars per share) | $ / shares			$ 0.85
Outstanding common stock warrants				$ 562,500
7% Convertible Notes Payable [Member]
Original debt converted	$ 400,000
First portion of debt converted	200,000
Second portion of debt converted	$ 723,000

Reorganization (Details)

Reorganization (Details) $ in Thousands	Dec. 31, 2016USD ($)
Current assets of discontinued operations
Cash	$ 153
Accounts receivable, net	1,206
Other current assets	337
Total	1,696
Noncurrent assets of discontinued operations
Property and equipment (net)	26
Intangible assets, net	2,222
Investment	17
Total	2,265
Current liabilities of discontinued operations
Accounts payable	187
Accrued expenses	18
Accrued compensation	5
Income taxes	90
Total	300
Long-term liabilities of discontinued operations
Deferred income taxes	172
Mandatorily redeemable shares	62
Total	$ 234

Reorganization (Details 1)

Reorganization (Details 1) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Discontinued Operations and Disposal Groups [Abstract]
Revenue	$ 495	$ 1,571
Cost of Revenue
Hardware	5	65
Amortization	1,007	1,919
Total	1,012	1,984
Gross Profit	(517)	(413)
Expenses
General and administrative	998	1,709
Depreciation	5	30
Research and development	255	605
Total	1,258	2,344
Other income (loss)		6
Impairment Loss	(622)
Income Taxes	22	43
Loss from Discontinued Operations	$ (2,375)	$ (2,708)

Reorganization (Details Narrati

Reorganization (Details Narrative) - Brian C Collins [Member] $ in Thousands	Dec. 31, 2017USD ($)
Due from related party	$ 1,968,253
Percentage of outstanding capital stock	99.70%

Suzhuo Aishuo Network Informati

Suzhuo Aishuo Network Information Co. Ltd. (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Assets	$ 8,802	$ 10,406
Net loss attributable to One Horizon Group, Inc.	(7,434)	(5,539)
Suzhou Aishuo Network Information Co. Ltd [Member]
Assets		5
Intercompany payables	(423)	(355)
Other liabilities		(12)
Revenue	2	224
Net loss attributable to One Horizon Group, Inc.	$ (37)	$ (292)

Intangible Assets (Details)

Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Less accumulated amortization	$ (1,187)	$ (308)
Intangible assets, net	5,340	6,190
Horizon Software [Member]
Intangible assets, gross	$ 6,527	$ 6,498

Intangible Assets (Details Narr

Intangible Assets (Details Narrative) $ in Thousands	Dec. 31, 2017USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets first year	$ 1,500
Amortization of intangible assets second year	1,500
Amortization of intangible assets third year	1,500
Amortization of intangible assets four year	$ 1,500

Related-Party Transactions (Det

Related-Party Transactions (Details Narrative) $ / shares in Units, $ in Thousands	Dec. 31, 2017USD ($)$ / shares
Martin Ward [Member]
Related Party Transaction [Line Items]
Due from related party	$ 662,048
Market price (in dollars per share) | $ / shares	$ 0.77
Converted related party debt was common stock	$ 859,802
Brian C Collins [Member]
Related Party Transaction [Line Items]
Due from related party	$ 1,968,253

Promissory Notes, Related par36

Promissory Notes, Related parties (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Oct. 31, 2017	Dec. 31, 2016
Preferred stock, outstanding			170,940
Series A Preferred Stock [Member]
Preferred stock, outstanding	555,555
Series A Preferred Stock [Member] | Martin Ward [Member]
Preferred stock, outstanding	555,555
Common Stock [Member]
Number of common shares for conversion of debenture	13,000
Number of common shares for conversion of preferred stock	4,000
Debt interest accrued	$ 350,000
Preferred Stock [Member]
Number of common shares for conversion of preferred stock	(556)
Convertible Debt [Member]
Debt principal amount		$ 3,500
Debt conversion amount	$ 3,000
Principal and interest outstanding	3,350
Convertible Debt [Member] | Preferred Stock [Member] | Martin Ward [Member]
Redemption amount	$ 500
7% Convertible Notes Payable Due August 31, 2019 [Member]
Number of common shares for conversion of preferred stock	4,000,000
Original debt converted	$ 500

Convertible Notes (Details Narr

Convertible Notes (Details Narrative) - 7% Convertible Notes Payable [Member] - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Jan. 31, 2018	Dec. 31, 2017	Feb. 28, 2018
Original debt converted		$ 400
First portion of debt converted		200
Carrying value		200
Beneficial conversion feature		$ 155
Subsequent Event [Member]
Remaining portion of debt conversion	$ 200
Debt conversion price (in dollars per share)			$ 0.60

Share Capital (Details)

Share Capital (Details)	12 Months Ended
	Dec. 31, 2017$ / shares
Common stock fair value	$ 1.92
Risk-free interest rate	2.50%
Expected dividend yield	0.00%
Minimum [Member]
Expected warrant life (years)	1 month
Expected stock volatility	107.00%
Maximum [Member]
Expected warrant life (years)	1 year 2 months 12 days
Expected stock volatility	114.00%

Share Capital (Details Narrativ

Share Capital (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Preferred stock, authorized	50,000,000	50,000,000
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, issued		170,940
Preferred stock, outstanding		170,940
Common stock, authorized	200,000,000	200,000,000
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Number of shares issued for services	91,667	33,333
Fair value issued for services	$ 176,055	$ 133,960
Warrant issued	127,366
Exercise price of warrant issued (in dollars per share)	$ 0.80
Number of shares issued	417,461	169,821
Fair value of shares issued	$ 265,000	$ 525,000
Proceeds from issuance of stock	$ 265,000	$ 400,000
Number of shares issued settlement of related party loan	859,802
Amount of settlement of related party loan	$ 662,048
Number of shares issued common stock for employment commencement services	3,000,000
Fair value issued for common stock for employment commencement services	$ 2,750,000
Warrant issued	55,556
Exercise price (in dollars per share)	$ 0.80
Number of shares issued settlement of loan	37,500
Amount of settlement of loan	$ 30,000
Number of shares issued settlement of convertible debenture and accrued interest	13,000,000	76,228
Amount of settlement of convertible debenture and accrued interest	$ 3,350,000	$ 160,535
Number of shares issued for services	108,333
Fair value issued for services	$ 83,416
Warrant issued	833,334
Exercise price (in dollars per share)	$ 0.60
Number of shares issued for services	1,075,000
Fair value issued for services	$ 1,161,000
Warrant issued	350,000
Exercise price (in dollars per share)	$ 0.60
Warrant issued	155,000
Exercise price (in dollars per share)	$ 0.80
Redemption price	$ 1.80
Number of shares issued for services		7,500
Fair value issued for services		$ 33,750
7% Convertible Notes Payable Due August 31, 2019 [Member]
Original debt converted	$ 500,000
Conversion of preferred stock to common stock (in shares)	4,000,000
Warrant [Member]
Number of shares issued	5,095,486
Fair value of shares issued	$ 1,486,000
Exercise price (in dollars per share)	$ 2.12
Number of common shares reserved for outstanding warrants	3,936,388
Intrinsic value of warrants	$ 1,848,601
Warrants exercised	1,521,255
Number of warrants forfeited	304,168
Series A Preferred Stock [Member]
Preferred stock, outstanding	555,555

Stock-Based Compensation (Detai

Stock-Based Compensation (Details) - 2013 Equity Incentive Plan [Member]	12 Months Ended
	Dec. 31, 2017$ / sharesshares
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Outstanding at beginning | shares	141,250
Options forfeited | shares	(141,250)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward]
Outstanding at beginning | $ / shares	$ 14.83
Options forfeited | $ / shares	$ 22.61

Stock-Based Compensation (Det41

Stock-Based Compensation (Details 1) - Other Stock Options [Member]	12 Months Ended
	Dec. 31, 2017$ / sharesshares
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Outstanding at beginning | shares	145,950
Options forfeited | shares	(145,950)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward]
Outstanding at beginning | $ / shares	$ 3.18
Options forfeited | $ / shares	$ 22.61

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Deferred tax assets
Net operating loss carryforwards	$ 2,138	$ 1,803
Valuation allowance	(2,138)	(1,803)
Net deferred tax assets

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Increase in valuation allowance	$ 1,658	$ 529

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended		12 Months Ended
	Mar. 31, 2018	Jan. 31, 2018	Dec. 31, 2017	Feb. 28, 2018	Dec. 31, 2016
Exercise price (in dollars per share)			$ 0.80
Common stock: authorized			200,000,000		200,000,000
7% Convertible Notes Payable [Member]
Original debt converted			$ 400
First portion of debt converted			$ 200
Subsequent Event [Member]
Net proceeds warrant	$ 722,500
Exercise price (in dollars per share)	$ 0.85
Subsequent Event [Member] | 2018 Equity Incentive Plan [Member]
Common stock: authorized				5,000,000
Subsequent Event [Member] | Once in a Lifetime LLC [Member]
Interest aquired		51.00%
Number of shares issued in exchange for ownership interest		1,334
Subsequent Event [Member] | C-Rod, Inc. [Member] | Exchange Agreement [Member]
Interest aquired				100.00%