Touchpoint (TGHI) 10-Q 16 Nov 18 2018 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2018	Nov. 14, 2018
Document And Entity Information
Entity Registrant Name	One Horizon Group, Inc.
Entity Central Index Key	225,211
Document Type	10-Q
Trading Symbol	OHGI
Document Period End Date	Sep. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity's Reporting Status Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Ex Transition Period	false
Entity Common Stock, Shares Outstanding		75,901,431
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,018

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Current assets:
Cash	$ 535	$ 763
Accounts receivable, net	490	102
Prepaid compensation	550	550
Amounts due from related parties	15
Other assets	635	28
Total current assets	2,225	1,443
Property and equipment, net	39	2
Intangible assets, net	16,387	5,340
Goodwill	1,247
Prepaid compensation, net of current portion	1,604	2,017
Total assets	21,502	8,802
Current liabilities:
Accounts payable	354	167
Accrued expenses	70	55
Accrued compensation	318	251
Amount due to related parties		32
Convertible notes, net of debt discount		45
Total current liabilities	742	550
Long-term liabilities
Promissory notes, related parties	1,000	1,000
Total liabilities	1,742	1,550
Equity
Preferred stock: $0.0001 par value, authorized 50,000,000; No shares issued and outstanding
Common stock: $0.0001 par value, authorized 200,000,000 shares issued and outstanding 59,353,874 shares as of September 30, 2018 (December 2017 - 30,255,123)	6	3
Additional paid-in capital	63,303	48,356
Accumulated Deficit	(49,150)	(41,085)
Stock subscription receivable
Accumulated other comprehensive income	(37)	(22)
Total One Horizon Group, Inc., stockholders' equity	14,122	7,252
Non-controlling interest	5,638
Total stockholders' equity	19,760	7,252
Total liabilities and equity	$ 21,502	$ 8,802

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - $ / shares	Sep. 30, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Preferred stock par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock authorized	50,000,000	50,000,000
Preferred stock issued
Preferred stock outstanding
Common stock par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock authorized	200,000,000	200,000,000
Common stock issued	59,353,874	30,255,123
Common stock outstanding	59,353,874	30,255,123

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Revenue	$ 317	$ 397	$ 885	$ 514
Cost of revenue	1,224	406	2,564	450
Gross margin (deficiency)	(907)	(9)	(1,679)	64
Operating expenses:
General and administrative	1,544	338	4,147	911
Depreciation	3	2	5	16
Acquisition services			1,874
Total expenses	1,547	340	6,626	927
Loss from operations	(2,454)	(349)	(8,305)	(863)
Other income and expense:
Interest expense	(18)	(179)	(408)	(536)
Foreign exchange	(3)		(4)	1
Total other income and expense	(21)	(179)	(412)	(535)
Loss before income taxes and discontinued items	(2,475)	(528)	(8,717)	(1,398)
Income tax benefit
Loss on continuing operations	(2,475)	(528)	(8,717)	(1,398)
Loss from discontinued operations		(244)		(2,428)
Net loss for the period	(2,475)	(772)	(8,717)	(3,826)
Net loss attributable to non-controlling interest	186		652
Net loss attributable to One Horizon Group Inc. common stockholders	$ (2,289)	$ (772)	$ (8,065)	$ (3,826)
Earnings per share
Basic and diluted net loss per share - continuing operations (in dollars per share)	$ (0.05)	$ (0.07)	$ (0.21)	$ (0.21)
Basic and diluted net loss per share - discontinued operations (in dollars per share)		$ (0.03)		$ (0.36)
Weighted average number of shares outstanding
Basic and diluted (in shares)	52,671	7,541	42,275	6,680
Software And Production Costs [Member]
Cost of revenue	$ 177	$ 1	$ 288	$ 1
Amortization Of Intangible Assets [Member]
Cost of revenue	$ 1,047	$ 405	$ 2,276	$ 449

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Comprehensive Loss (unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Statement of Comprehensive Income [Abstract]
Net loss	$ (2,289)	$ (772)	$ (8,065)	$ (3,826)
Other comprehensive income:
Foreign currency translation adjustment loss	(1)	(221)	(15)	(51)
Total Comprehensive loss	$ (2,290)	$ (993)	$ (8,080)	$ (3,877)

Condensed Consolidated Statem_3

Condensed Consolidated Statement of Equity (Unaudited) - 9 months ended Sep. 30, 2018 - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Non-controlling interest [Member]	Total
Balance at beginning at Dec. 31, 2017	$ 3	$ 48,356	$ (41,085)	$ (22)		$ 7,252
Balance at beginning (in shares) at Dec. 31, 2017	30,255
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss			(8,065)		(652)	(8,717)
Foreign currency translations				(15)		(15)
Issuance of shares for services	$ 1	3,799				3,800
Issuance of shares for services (in shares)	6,095
Issuance of shares for acquisitions	$ 1	7,929			6,290	14,220
Issuance of shares for acquisitions (in shares)	10,127
Issuance of shares for exercise of convertible promissory notes		406				406
Issuance of shares for exercise of convertible promissory notes (in shares)	677
Issuance of shares for exercise of warrants		1,246				1,246
Issuance of shares for exercise of warrants (in shares)	4,425
Increase in service compensation due to change in exercise price		544				544
Conversion benefit on convertible notes		200				200
Issuance of shares for cash	$ 1	823				$ 824
Issuance of shares for cash (in shares)	7,775					1,750,000
Balance at ending at Sep. 30, 2018	$ 6	$ 63,303	$ (49,150)	$ (37)	$ 5,638	$ 19,760
Balance at ending (in shares) at Sep. 30, 2018	59,354

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Cash flows from operating activities:
Net loss for the period	$ (8,717)	$ (1,398)
Adjustment to reconcile net loss for the period to net cash flows from operating activities:
Depreciation of property and equipment	5	18
Amortization of intangible assets	2,276	449
Amortization of debt issue costs		99
Amortization of beneficial conversion feature	355	76
Amortization of debt discount		150
Shares issued for services	3,392
Warrants issued for services		123
Amortization of shares issued for services	872	92
Options issued for services		145
Changes in operating assets and liabilities:
Accounts receivable	(377)	2
Other assets	(114)	12
Accounts payable and accrued expenses	(65)	242
Net cash flows from continuing operating activities	(2,373)	10
Net cash flows from discontinued operating activities		(374)
Net cash flows from total operating activities	(2,373)	(364)
Cash used in investing activities:
Cash consideration on acquisitions (net of cash acquired)	(108)
Acquisition of fixed assets	(6)	(1)
Net cash flows from investing activities - continuing operations	(114)	(1)
Net cash flows from investing activities - discontinued operations		(261)
Net cash flows from total investing activities	(114)	(262)
Cash flows from financing activities:
Proceeds from issuance of shares	824	265
Proceeds from exercise of warrants	1,246	146
Proceeds from issuance of convertible notes	200
Repayment of advances from related parties (net)	(47)	100
Net cash flows from financing activities	2,223	511
Decrease in cash during the period	(264)	(115)
Foreign exchange effect on cash	36	26
Cash at beginning of the period - continuing operations	763	106
Cash at beginning of the period - discontinued operations		153
Cash at end of the period	535	170
Non-cash financing transactions:
Common stock issued for business combinations	14,220
Common stock issued for conversion of debt and accrued interest	$ 406

Description of Business, Organi

Description of Business, Organization and Principles of Consolidation	9 Months Ended
	Sep. 30, 2018
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 four core businesses following the acquisition of 123Wish Inc., Love Media House, Inc (formerly called C-Rod, Inc.) and Banana Whale Studios PTE Ltd in the nine months ended September 30, 2018 (See Note 3). The core trading businesses are: (i) Secure Messaging – offers digitally secure messaging software and sells licenses primarily into the gaming, security and educational markets. (ii) 123Wish – an experience based platform where subscribers have a chance to play and win experiences from celebrities, athletes and artists. (iii) Love Media House (formerly called C-Rod) - a full-service music production, artist representation and digital media business. (iv) Banana Whale Studios – a B2B software provider in the online gaming industry that develops and supplies online games to Asian gaming platforms. The Company is based in the United States of America, Hong Kong, Singapore, China and the United Kingdom. Interim Period Financial Statements The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the Securities and Exchange Commission’ instructions. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. The results of operations reflect interim adjustments, all of which are of a normal recurring nature and, in the opinion of management, are necessary for a fair presentation of the results for such interim period. The results reported in these interim condensed consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year. Certain information and note disclosure normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, as filed with the Securities and Exchange Commission on April 2, 2018. Current Structure of the Company The Company has the following subsidiaries: Subsidiary name % Owned ● 123Wish, Inc. 51% ● One Horizon Hong Kong Ltd 100% ● Horizon Network Technology Co. Ltd 100% ● Love Media House, Inc 100% ● Banana Whale Studios PTE Ltd 51% ● Browning Production & Entertainment Inc (acquired October 22, 2018) 51% In addition to the subsidiaries listed above, Suzhou Aishuo Network Information Co., Ltd (“Suzhou Aishuo”) is a limited liability company, organized in China and controlled by us via various contractual arrangements. Suzhou Aishuo is treated as one of our subsidiaries for financial reporting purposes in accordance with GAAP. All significant intercompany balances and transactions have been eliminated in consolidation.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2018
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. During the nine months ended September 30, 2018 the Company issued additional shares of common stock for cash in the amount of $2,070,000, of which $547,000 was raised in the three months ended September 30, 2018. The Company may be required to raise additional funds through various sources, such as equity and debt financings. While the Company believes it is probable that such financings could be secured, there can be no assurance the Company will be able to secure additional sources of funds to support its operations, or if such funds are available, that such additional financing will be sufficient to meet the Company’s needs or on terms acceptable to us. At September 30, 2018 the Company had cash of $535,000. Subsequent to September 30, 2018 the Company has raised a further amount of cash totaling $825,000 and is considering raising additional funds in the region of $2.0 million the last quarter of 2018 and the first quarter of 2019 which is expected to give the Company sufficient cash resources to cover forecasted expenditure into 2020. However, actual results could materially differ from the Company’s projections. Accordingly, the Company may be required to raise additional funds through various sources. While the Company believes it is probable that such financings could be secured, there can be no assurance that 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. Foreign Currency Translation The reporting currency of the Company is the United States dollar. Assets and liabilities other than those denominated in U.S. dollars, primarily in Singapore, the United Kingdom and China, are translated into United States dollars at the rate of exchange at the balance sheet date. Revenues and expenses are translated at the average rate of exchange throughout the period. Gains or losses from these translations are reported as a separate component of other comprehensive income (loss) until all or a part of the investment in the subsidiaries is sold or liquidated. The translation adjustments do not recognize the effect of income tax because the Company expects to reinvest the amounts indefinitely in operations. Transaction gains and losses that arise from exchange-rate fluctuations on transactions denominated in a currency other than the functional currency are included in general and administrative expenses. Accounts receivable, revenue recognition and concentrations New Accounting Standard Other Assets and Deferred Costs- Contracts with Customers Performance Obligations Revenue Recognition 1. Digital secure messaging revenue involves the sale of user licenses, at a fixed price per license, to the customers, which is our sole performance obligation under the existing licensing agreements. The Company recognizes the revenue from the sale of the user licenses when the valid licenses have been delivered to the customer’s server in useable form. 2. 123Wish derives income from user subscriptions, sale of merchandise, sale of tickets for experiences with social media influencers and artists, and the sale of corporate sponsorships, each of which is a separate performance obligation. User subscriptions cover a defined period of time (typically one month) and the revenue is recognized as the Company satisfies the requisite performance obligation (over the defined subscription period). Sale of merchandise and tickets are recognized when the customer has paid for the item and when the merchandise and/or ticket has been delivered to the customer. Corporate sponsorship packages are non-refundable and relate to brand association. The Company has no further service deliverable to the sponsor and the revenue is recognized when the agreement is entered into by both parties and the required marketing materials have been delivered to the corporate sponsor for their use. 3. Love Media House derives income from recording and video services. Income is recognized when the recording and video services are performed and the final customer product is delivered. These revenues are non-refundable. 4. Banana Whale derives income primarily through licensing arrangements with gaming customers. Under these arrangements, Banana Whale provides the customers with a license (functional IP), implementation services and ad-hoc support, which may include unspecified upgrades and enhancements. The Company has determined that these promised goods and services represent one combined performance obligation since the individual promised goods or services are not distinct in the context of the contract. The revenues earned from the arrangements are primarily based on usage-based royalties. As the Company has determined that the license is the predominant item to which the royalty relates, revenues are recognized when the related sale or usage by the customer occurs. The Company does not have off-balance sheet credit exposure related to its customers. As of September 30, 2018 four customers accounted for 87% of the accounts receivable balance and as of December 31, 2017, one customer accounted for 100% of the accounts receivable balance. Three customers accounted for 46% of the revenue for the nine months ended September 30, 2018 and one customer accounted for 76% of the revenue for the quarter ended September 30, 2018. Research and Development Expenses Research and development expenses include all direct costs, primarily salaries for Company personnel and outside consultants, costs 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. Income Taxes The Company continually evaluates its uncertain income tax positions and may record a liability for any unrecognized tax benefits resulting from uncertain income tax positions taken or expected to be taken in an income tax return. Estimated interest and penalties are recorded as a component of interest expense and other expense, respectively. Because tax laws are complex and subject to different interpretations, significant judgment is required. As a result, the Company makes certain estimates and assumptions in: (1) calculating its income tax expense, deferred tax assets, and deferred tax liabilities; (2) determining any valuation allowance recorded against deferred tax assets; and (3) evaluating the amount of unrecognized tax benefits, as well as the interest and penalties related to such uncertain tax positions. The Company’s estimates and assumptions may differ significantly from tax benefits ultimately realized. Historically the Company has not filed income tax returns and the related required informational filings in the US. Certain informational filings if not filed contain penalties. The Company is currently addressing this issue with advisors to determine the amount, if any, of potential payments due. Given the complexity of the issue the Company is unable to quantify a range of potential loss, if any. Accordingly no liability has been recorded in the accompanying consolidated balance sheets in respect of this matter Net Loss per Share Basic net loss per share is calculated by dividing the net loss attributable to common shareholders by the weighted average number of common shares outstanding in the period. Diluted loss per share takes into consideration common shares outstanding (computed under basic loss per share) and potentially dilutive securities. For the three and nine month periods ended September 30, 2018 and 2017, outstanding warrants are antidilutive because of net losses, and as such, their effect has not been included in the calculation of diluted net loss per share. Common shares issuable are considered outstanding as of the original approval date for purposes of earnings per share computations. Accumulated Other Comprehensive Income (Loss) Other comprehensive income (loss), as defined, includes net loss, foreign currency translation adjustments, 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 period. The Company makes estimates for, among other items, useful lives for depreciation and amortization, determination of future cash flows associated with impairment testing for long-lived assets, determination of the fair value of stock options and warrants, determining fair values of assets acquired and liabilities assumed in business combinations, valuation allowance for deferred tax assets, allowances for doubtful accounts, and potential income tax assessments and other contingencies. The Company bases its estimates on historical experience, current conditions, and other assumptions that it believes to be reasonable under the circumstances. Actual results could differ from those estimates and assumptions. Share-Based Compensation The Company accounts for stock-based awards at fair value on date of grant and recognition of compensation over the service period for awards expected to vest. The fair value of stock options is determined using the Black-Scholes option pricing model, which includes subjective judgements about the expected life of the awards, forfeiture rates and stock price volatility. Fair Value Measurements GAAP establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by GAAP are described below: ● Level 1 - Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. ● Level 2 - Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. ● Level 3 - Pricing inputs that are generally observable inputs and not corroborated by market data. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The Company’s Level 3 financial liabilities consist of contingent consideration relating to the acquisition of 123Wish, LMH and Banana Whale which requires significant judgment or estimation (see Note 3).

Acquisitions

Acquisitions	9 Months Ended
	Sep. 30, 2018
Business Combinations [Abstract]
Acquisitions	Note 3. Acquisitions 123Wish, Inc. On January 31, 2018 the Company completed the acquisition of a 51% controlling interest in 123 Wish, Inc. (formerly Once in a Lifetime LLC) a Delaware corporation in exchange for the issuance of 1,333,334 fully paid and non-assessable shares of common stock with a fair value of $1.39 million. In addition, the Company shall issue fully paid and non-assessable shares of common stock equal to 2.5 times of the net, after tax, earnings of 123 Wish for the nine month period after the date of acquisition and fully paid and non-assessable shares of common stock equal to 4.5 times the net, after tax, earnings of 123 Wish for the second six month period after the date of acquisition. 123 Wish, Inc. has proprietary applications which use the social media aspect of the internet. The following table summarizes the consideration paid and the fair value of the assets acquired and liabilities assumed as of February 22, 2018 (In thousands): Consideration Paid: Common stock $ 1,387 Non controlling interest 1,353 $ 2,740 Fair values of identifiable assets acquired and liabilities assumed: Assets acquired: Cash $ 14 Other intangible assets 2,307 Goodwill 419 Net Assets Acquired $ 2,740 The consideration paid was 1,333,334 common shares valued at $1.04 per share. Separately identifiable intangible assets include technology which were valued by management using discounted cash flow and replacement cost approaches. Management’s analysis is provisional in nature and is subject to change based on the availability of new information about facts and circumstances that existed as of the acquisition date. As of September 30, 2018, the Company has estimated that no additional share amounts will need to be issued as contingent consideration and therefore is not included in the Company’s allocation of the purchase price in the table above. The financial results of 123 Wish, Inc. have been included in the Company’s condensed consolidated financial statements since the date of acquisition, and the amount of stockholders’ equity and net loss attributable to the non-controlling interest has been recorded as a separate line item in the accompanying statements of operations and stockholders’ equity. Love Media House, Inc. (formerly C-Rod, Inc.) On February 26, 2018 the Company completed the acquisition of 100% ownership of Love Media House, Inc. (“LMH”) a Florida corporation in exchange for $150,000 cash and 1,376,147 fully paid and non-assessable shares of common stock with a fair value of $1,541,285. LMH is in the music and video content business. The financial statements of LMH have been included in the condensed consolidated financial statements from the date of acquisition. The following table summarizes the consideration paid and the fair value of the assets acquired and liabilities assumed as of February 26, 2018 (In thousands): Consideration Paid: Cash $ 150 Common stock 1,541 $ 1,691 Fair values of identifiable assets acquired and liabilities assumed: Assets acquired: Cash $ 5 Other intangible assets 910 Goodwill 828 Total assets acquired 1,743 Liabilities assumed: Accounts payable 52 Total Liabilities Assumed 52 Net Assets Acquired $ 1,691 The consideration paid was 1,376,000 common shares plus $150,000 in cash. Separately identifiable intangible assets were customer relationships and were valued by management. The customer relationships were valued using discounted cash flow and replacement cost approaches. Management’s analysis is provisional in nature and is subject to change based on the availability of new information about facts and circumstances that existed as of the acquisition date. As of September 30, 2018, the Company has estimated that no additional share amounts will need to be issued as contingent consideration and therefore is not included in the Company’s allocation of the purchase price in the table above. The financial results of LMH have been included in the Company’s condensed consolidated financial statements since the date of acquisition. Banana Whale Studios PTE Ltd On May 24, 2018 the Company completed the acquisition of 51% ownership of Banana Whale Studios PTE Ltd (“Banana Whale”) a Singapore corporation in exchange for an initial allocation of 7,383,000 fully paid shares of common stock with a fair value of $4,983,000. The acquisition of Banana Whale is based on an earnout formula solely and should Banana Whale fail to reach forecasted profit numbers during the first 24 months then some, or all of the shares allocated would be refundable to the Company. Banana Whale develops and supplies online games to Asian gaming platforms on a B2B basis with their revenue generated on a revenue share basis. The financial statements of Banana Whale have been included in the condensed consolidated financial statements from the date of acquisition. The following table summarizes the consideration paid and the fair value of the assets acquired and liabilities assumed as of May 24, 2018 (In thousands): Consideration Paid: Common stock $ 4,983 Non-controlling interest 4,937 $ 9,920 Fair values of identifiable assets acquired and liabilities assumed: Assets acquired: Cash $ 42 Accounts receivable 11 Equipment 37 Other intangible assets 10,118 Total assets acquired 10,208 Liabilities assumed: Accounts and advances payable 288 Total Liabilities Assumed 288 Net Assets Acquired $ 9,920 The consideration paid was 7,383,000 common shares valued at $0.675 per share. Separately identifiable intangible assets include technology which were valued by management using discounted cash flow and replacement cost approaches. Management’s analysis is provisional in nature and is subject to change based on the availability of new information about facts and circumstances that existed as of the acquisition date. As of September 30, 2018, the Company has estimated that no additional share amounts will need to be issued (or refunded) as contingent consideration and therefore is not included in the Company’s allocation of the purchase price in the table above. The financial results of Banana Whale have been included in the Company’s condensed consolidated financial statements since the date of acquisition and the amount of stockholders’ equity and net loss attributable to the non-controlling interest has been recorded as a separate line item in the accompanying statements of operations and stockholders’ equity.

Intangible Assets

Intangible Assets	9 Months Ended
	Sep. 30, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	Note 4. Intangible Assets Intangible assets consist primarily of software development costs, acquired gaming software 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) September 30 December 31 2018 2017 Horizon software $ 6,527 $ 6,527 Social online application software 2,210 — Customer lists 997 — Gaming software 10,118 — 19,852 6,527 Less accumulated amortization (3,465 ) (1,187 ) Intangible assets, net $ 16,387 $ 5,340 Amortization of intangible assets for each of the next five years is estimated to be $3,900,000 per year.

Goodwill

Goodwill	9 Months Ended
	Sep. 30, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	Note 5. Goodwill The following is the detail of the Goodwill that arose on acquisitions described in Note 3: September 30 December 31 2018 2017 123Wish, Inc. $ 419 $ — Love Media House, Inc. (formerly C. Rod, Inc.) 828 — $ 1,247 $ —

Convertible notes

Convertible notes	9 Months Ended
	Sep. 30, 2018
Debt Disclosure [Abstract]
Convertible notes	Note 6. Convertible notes In February 2018 the convertible note holders converted their notes into common stock, together with the interest accrued thereon. The amounts converted at $0.60 per share totaled $405,833 giving rise to 676,389 new shares of common stock.

Share Capital

Share Capital	9 Months Ended
	Sep. 30, 2018
Stockholders' Equity Note [Abstract]
Share Capital	Note 7. Share Capital Common Stock The Company is authorized to issue 200 million shares of common stock, par value of $0.0001 per share. During the nine months ended September 30, 2018 the Company: ● Issued 225,000 shares of common stock for services with a fair value of $357,750 ● Issued 1,333,334 shares of common stock, with a fair value of $1.4 million, for the acquisition of 51% of Once in a Lifetime ● Issued 100,000 shares of common stock for services provided with a fair value of $204,000 ● Issued 504,167 shares of common stock for conversion of convertible note and accrued interest in the amount of $302,500 ● Issued 172,222 shares of common stock for conversion of convertible note and accrued interest in the amount of $103,000 ● Issued 172,222 shares of common stock for services provided with a fair value of $200,000 ● Issued 750,000 shares of common stock for exercise of warrants at a price of $0.75 per share. ● Issued 50,000 shares of common stock for services provided with a fair value of $80,000. ● Issued 1,376,147 shares of common stock, with a fair value of $1,541,285, as part consideration for the acquisition of C-Rod, Inc. ● Issued 100,000 shares of common stock for services to be provided with a fair value of $85,000. ● Issued 225,000 shares of common stock for services to be provided with a fair value of $168,750 ● Issued 850,000 shares of common stock for services provided with a fair value of $425,000 ● Issued 7,383,000 shares of common stock, with a fair value of $4,983,000, for the acquisition of 51% of Banana Whale Studios Pte., Ltd ● Issued 1,575,000 shares of common stock for services provided with a fair value of $787,500 ● Issued 850,000 shares of common stock for exercise of warrants at a price of $0.50 per share ● Issued 600,000 shares of common stock for services provided with a fair value of $306,000 ● Issued 300,000 shares of common stock for services provided with a fair value of $150,000 ● Issued 1,750,000 shares of common stock for cash of $0.20 per share ● Issued 1,850,000 shares of common stock for exercise of warrants at a price of $0.10 per share ● Issued 35,000 shares of common stock, with a fair value of $18,200, for an option to acquire an interest in an acquisition target. ● Issued 1,525,000 shares of common stock for cash of $114,375 ● Issued 975,000 shares of common stock for exercise of warrants at a price of $0.075 per share ● Issued 4,500,000 shares of common stock for cash of $360,000 ● Issued 1,000,000 shares of common stock for services provided with fair value of $175,000 Stock Purchase Warrants As at September 30, 2018, the Company had reserved 330,869 shares of its common stock for the outstanding warrants with weighted average exercise price of $15.88. Such warrants expire at various times up to July 2020. During the nine months ended September 30, 2018, 155,518 warrants were forfeited, 4,425,000 warrants were exercised, for proceeds of $1,246,000. After September 30, 2018, the Company sold 4,250,000 units, each consisting of one share of common stock and one warrant to purchase an additional share of common stock for total proceeds of $425,000 and issued 2,000,000 shares of common stock that were exercised for total proceeds of $400,000 During the nine months ended September 30, 2018, the Company agreed to reduce the exercise price on 2.7 million outstanding warrants, which resulted in additional compensation cost of $544,000, in order to obtain additional funding.

Segment Information

Segment Information	9 Months Ended
	Sep. 30, 2018
Segment Reporting [Abstract]
Segment Information	Note 8. Segment Information The Company has the following business segments for the nine months ended September 30, 2018 and 2017. The Company’s revenues were generated in the following business segments (in thousands) September 30, September 30, 2018 2017 Sale of secure messaging licenses $ 228 $ 514 123Wish (from January 2018) 108 — Love Media House (from March 2018) 405 — Banana Whale (from May 2018) 144 — Total $ 885 $ 514 The following is a detail of the Company’s general and administrative expenses by business segment: September 30, September 30, 2018 2017 Sale of secure messaging licenses $ 136 $ — 123Wish (from January 2018) 732 — Love Media House (from March 2018) 322 — Banana Whale (from May 2018) 272 — Corporate costs 3,285 911 Total $ (4,475) $ 911 The following is a detail of the net income (loss) by business segment: September 30, September 30, 2018 2017 Sale of secure messaging licenses $ (1,059 ) $ 102 123Wish (from January 2018) (623 ) — Love Media House (from March 2018) 52 — Banana Whale Studios (from May 2018) (355 ) — Corporate costs, discontinued operations and acquisition costs (6,320 ) (3,156 ) Total $ (8,305 ) $ (3,054 )

Employment Agreements

Employment Agreements	9 Months Ended
	Sep. 30, 2018
Employment Agreements
Employment Agreements	Note 9. Employment Agreements In connection with the acquisitions described in Note 3, the Company has entered into Employment Agreements (the “Agreements”) with three members of management of 123Wish and C-Rod. The Agreements have an initial employment period of two years and are automatically renewed annually thereafter. The Agreements entitle the members of management to a fixed base salary, along with incentive compensation that is calculated using pre-tax earnings and is payable in shares of the Company’s common stock.

Legal proceedings

Legal proceedings	9 Months Ended
	Sep. 30, 2018
Commitments and Contingencies Disclosure [Abstract]
Legal proceedings	Note 10. Legal proceedings On May 30, 2018, Zhanming Wu (“Wu”), the record owner of 15,000,000 shares of common stock of One Horizon Group, Inc. (the “Company”), commenced an action in the Court of Chancery of the State of Delaware [Case No.2018-0387-JRS; the “Injunction Action”] against the Company and its directors and officers (collectively, the “Director Defendants”) alleging multiple breaches of contract between the Company and Wu, and seeking (i) damages; (ii) to enjoin the Company from issuing, offering, selling or granting any shares of its common stock to any person or entity, or consummate any merger, acquisition or similar transaction without the prior approval of Wu, and to prevent the Individual Defendants from undermining that right by engaging in any further transactions designed to entrench themselves as directors and officers of the Company and to dilute Wu’s stock ownership below 30% of the outstanding shares of the Company, (iii) to enforce Wu’s right to appoint four directors to the Company’s Board of Directors, (iv) to rescind the issuance of 7,383,000 shares to the former stockholders of Banana Whale Studios Pte. Ltd (“Banana Whale”) in exchange for 51% of the outstanding shares of Banana Whale (the “Banana Whale Acquisition”), (iv) to obtain a declaration that the Individual Defendants have breached their fiduciary duty of loyalty by taking actions to entrench themselves on the Company’s Board of Directors; and (v) seeking an award of attorneys’ fees and costs in connection with the litigation and such other relief as the Court deems fair and equitable. On June 11, 2018, Wu commenced a second action in the Court of Chancery of the State of Delaware [Case No.2018-0427-JRS; the “225 Action”] under Section 225 of the Delaware General Corporation Law seeking (i) to appoint four directors to the Company’s Board of Directors, (ii) to enjoin the Company and its affiliates from issuing, offering, selling or granting any shares of the Company’s common stock to any person or entity, or consummate any merger, acquisition or similar transaction without the prior approval of Wu during the pendency of the action and (iii) seeking an award of attorneys’ fees and costs in connection with the litigation and such other relief as the Court deems fair and equitable. On October 15, 2018, the parties entered into an agreement (the “Settlement Agreement”) which provides for the immediate cessation of all activities in the two actions and which will result in the dismissal of the two actions upon the fulfillment by the Company of certain conditions. Among the conditions to dismissal which the Company is required to meet to obtain the complete dismissal of the actions are the issuance of 354,409 shares to Wu to reimburse a portion of the expenses incurred in connection with the actions, the nomination and election to the Company’s Board of Directors of up to two individuals designated by Wu, the redemption of up to approximately 850,000 shares of common stock at $0.65 each, from certain investors whom Wu recommended to invest in the Company (the “Additional Investors”) should they request that the Company do so and the facilitation of the sale of shares of the Company’s common stock by Wu, including the registration of such shares for sale under the Securities Act. Based on ASC 840, which requires that conditionally redeemable securities be classified outside of permanent stockholders’ equity, $552,500 was reclassified as mezzanine equity effective October 15, 2018. Pending the re-election of Wu’s nominees to the Board of Directors at the Company’s 2018 Annual Meeting of Stockholders, the Company will continue to comply with the terms of the Status Quo Order issued in July in connection with the 225 Action. The 225 Action will be dismissed and the Company will no longer be obliged to comply with the Status Quo Order upon the re-election of Wu’s nominees to the Board of Directors at the Company’s 2018 Annual Meeting of Stockholders. A Stipulation of Dismissal in respect of the Injunction Action will be filed and the parties will exchange releases upon the fulfillment of certain conditions, including the registration of Wu’s shares and the removal of the restrictive legend from Wu’s shares and the shares held by the Additional Investors. Notwithstanding such dismissal, should the registration of Wu’s shares lapse for any reason prior to October 1, 2019, Wu shall be entitled to enforce his rights under the side letters which were the basis of many of his claims, which letters are deemed to be a part of the Settlement Agreement as if set forth therein. If the Dismissal Stipulation has been filed in the Injunction Action and Wu’s shares have remained continuously registered until October 1, 2019, the side letters shall be deemed of no force and effect.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2018
Subsequent Events [Abstract]
Subsequent Events	Note 11. Subsequent Events On October 22, 2018, the Company entered into an Exchange Agreement pursuant to which we acquired a majority of the outstanding shares (the “Control Shares”) of Browning Productions & Entertainment, Inc In exchange for the controlling interest in Browning, the Company paid Mr. Browning $10,000 and issued to him 150,000 shares of common stock, and agreed to issue to him an additional 150,000 shares of common stock following completion of the audit of Browning’s financial statements, plus an additional number of shares of common stock determined by dividing two and a half times the net after tax earnings of Browning during the twelve month period ending December 31, 2019 by the average of the closing price of our common stock during the ten consecutive trading days immediately preceding the end of 2019. To the extent the number of shares which the Company is obligated to issue to Mr. Browning exceeds 13,553,506 shares, representing 19.99% of the Company’s outstanding shares of common stock immediately prior to the acquisition (the “Excess Shares”), instead of issuing the Excess Shares to Mr. Browning the Company will pay him an amount in cash for the Excess Shares. The Company had previously paid Mr. Browning $10,000 and issued 35,000 shares of common stock to him upon execution of a non-binding letter of intent for the acquisition of Browning on May 10, 2018. The Company has agreed to register for resale the initial 150,000 shares issued to Mr. Browning. The Company has a right of first refusal to purchase the remaining shares of Browning. In the event the Company’s common stock is delisted from NASDAQ, Mr. Browning has the right to request that we return to him the Control Shares, provided that he has not disposed of one-half of the shares issued and issuable to him in connection with the acquisition. The Company also has agreed to provide Browning with a working capital loan in an initial amount of $150,000, which is to be repaid out of the post-closing net profit of Browning. On October 9, 2018, the Company acquired a direct eighty percent ownership interest in the software, source code and other intellectual property underpinning the 123Wish experience marketplace platform operated by its subsidiary, 123Wish. In exchange for this ownership the Company issued 3,000,000 shares of its common stock and lent an additional $100,000 in working capital to 123Wish. In October and November 2018 the Company issued an aggregate of 4,550,000 shares of its common stock to consultants for services provided. On November 15, 2018, the Company issued and sold 9,500,000 shares of its common stock to two accredited investors, for a purchase price of $1,425,000.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2018
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. During the nine months ended September 30, 2018 the Company issued additional shares of common stock for cash in the amount of $2,070,000, of which $547,000 was raised in the three months ended September 30, 2018. The Company may be required to raise additional funds through various sources, such as equity and debt financings. While the Company believes it is probable that such financings could be secured, there can be no assurance the Company will be able to secure additional sources of funds to support its operations, or if such funds are available, that such additional financing will be sufficient to meet the Company’s needs or on terms acceptable to us. At September 30, 2018 the Company had cash of $535,000. Subsequent to September 30, 2018 the Company has raised a further amount of cash totaling $825,000 and is considering raising additional funds in the region of $2.0 million the last quarter of 2018 and the first quarter of 2019 which is expected to give the Company sufficient cash resources to cover forecasted expenditure into 2020. However, actual results could materially differ from the Company’s projections. Accordingly, the Company may be required to raise additional funds through various sources. While the Company believes it is probable that such financings could be secured, there can be no assurance that 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.
Foreign Currency Translation	Foreign Currency Translation The reporting currency of the Company is the United States dollar. Assets and liabilities other than those denominated in U.S. dollars, primarily in Singapore, the United Kingdom and China, are translated into United States dollars at the rate of exchange at the balance sheet date. Revenues and expenses are translated at the average rate of exchange throughout the period. Gains or losses from these translations are reported as a separate component of other comprehensive income (loss) until all or a part of the investment in the subsidiaries is sold or liquidated. The translation adjustments do not recognize the effect of income tax because the Company expects to reinvest the amounts indefinitely in operations. Transaction gains and losses that arise from exchange-rate fluctuations on transactions denominated in a currency other than the functional currency are included in general and administrative expenses.
Accounts receivable, revenue recognition and concentrations	Accounts receivable, revenue recognition and concentrations New Accounting Standard Other Assets and Deferred Costs- Contracts with Customers Performance Obligations Revenue Recognition 1. Digital secure messaging revenue involves the sale of user licenses, at a fixed price per license, to the customers, which is our sole performance obligation under the existing licensing agreements. The Company recognizes the revenue from the sale of the user licenses when the valid licenses have been delivered to the customer’s server in useable form. 2. 123Wish derives income from user subscriptions, sale of merchandise, sale of tickets for experiences with social media influencers and artists, and the sale of corporate sponsorships, each of which is a separate performance obligation. User subscriptions cover a defined period of time (typically one month) and the revenue is recognized as the Company satisfies the requisite performance obligation (over the defined subscription period). Sale of merchandise and tickets are recognized when the customer has paid for the item and when the merchandise and/or ticket has been delivered to the customer. Corporate sponsorship packages are non-refundable and relate to brand association. The Company has no further service deliverable to the sponsor and the revenue is recognized when the agreement is entered into by both parties and the required marketing materials have been delivered to the corporate sponsor for their use. 3. Love Media House derives income from recording and video services. Income is recognized when the recording and video services are performed and the final customer product is delivered. These revenues are non-refundable. 4. Banana Whale derives income primarily through licensing arrangements with gaming customers. Under these arrangements, Banana Whale provides the customers with a license (functional IP), implementation services and ad-hoc support, which may include unspecified upgrades and enhancements. The Company has determined that these promised goods and services represent one combined performance obligation since the individual promised goods or services are not distinct in the context of the contract. The revenues earned from the arrangements are primarily based on usage-based royalties. As the Company has determined that the license is the predominant item to which the royalty relates, revenues are recognized when the related sale or usage by the customer occurs. The Company does not have off-balance sheet credit exposure related to its customers. As of September 30, 2018 four customers accounted for 87% of the accounts receivable balance and as of December 31, 2017, one customer accounted for 100% of the accounts receivable balance. Three customers accounted for 46% of the revenue for the nine months ended September 30, 2018 and one customer accounted for 76% of the revenue for the quarter ended September 30, 2018.
Research and Development Expenses	Research and Development Expenses Research and development expenses include all direct costs, primarily salaries for Company personnel and outside consultants, costs 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.
Income Taxes	Income Taxes The Company continually evaluates its uncertain income tax positions and may record a liability for any unrecognized tax benefits resulting from uncertain income tax positions taken or expected to be taken in an income tax return. Estimated interest and penalties are recorded as a component of interest expense and other expense, respectively. Because tax laws are complex and subject to different interpretations, significant judgment is required. As a result, the Company makes certain estimates and assumptions in: (1) calculating its income tax expense, deferred tax assets, and deferred tax liabilities; (2) determining any valuation allowance recorded against deferred tax assets; and (3) evaluating the amount of unrecognized tax benefits, as well as the interest and penalties related to such uncertain tax positions. The Company’s estimates and assumptions may differ significantly from tax benefits ultimately realized. Historically the Company has not filed income tax returns and the related required informational filings in the US. Certain informational filings if not filed contain penalties. The Company is currently addressing this issue with advisors to determine the amount, if any, of potential payments due. Given the complexity of the issue the Company is unable to quantify a range of potential loss, if any. Accordingly no liability has been recorded in the accompanying consolidated balance sheets in respect of this matter
Net Loss per Share	Net Loss per Share Basic net loss per share is calculated by dividing the net loss attributable to common shareholders by the weighted average number of common shares outstanding in the period. Diluted loss per share takes into consideration common shares outstanding (computed under basic loss per share) and potentially dilutive securities. For the three and nine month periods ended September 30, 2018 and 2017, outstanding warrants are antidilutive because of net losses, and as such, their effect has not been included in the calculation of diluted net loss per share. Common shares issuable are considered outstanding as of the original approval date for purposes of earnings per share computations.
Accumulated Other Comprehensive Income (Loss)	Accumulated Other Comprehensive Income (Loss) Other comprehensive income (loss), as defined, includes net loss, foreign currency translation adjustments, 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 period. The Company makes estimates for, among other items, useful lives for depreciation and amortization, determination of future cash flows associated with impairment testing for long-lived assets, determination of the fair value of stock options and warrants, determining fair values of assets acquired and liabilities assumed in business combinations, valuation allowance for deferred tax assets, allowances for doubtful accounts, and potential income tax assessments and other contingencies. The Company bases its estimates on historical experience, current conditions, and other assumptions that it believes to be reasonable under the circumstances. Actual results could differ from those estimates and assumptions.
Share-Based Compensation	Share-Based Compensation The Company accounts for stock-based awards at fair value on date of grant and recognition of compensation over the service period for awards expected to vest. The fair value of stock options is determined using the Black-Scholes option pricing model, which includes subjective judgements about the expected life of the awards, forfeiture rates and stock price volatility.
Fair Value Measurements	Fair Value Measurements GAAP establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by GAAP are described below: ● Level 1 - Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. ● Level 2 - Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. ● Level 3 - Pricing inputs that are generally observable inputs and not corroborated by market data. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The Company’s Level 3 financial liabilities consist of contingent consideration relating to the acquisition of 123Wish, LMH and Banana Whale which requires significant judgment or estimation (see Note 3).

Acquisitions (Tables)

Acquisitions (Tables)	9 Months Ended
	Sep. 30, 2018
123Wish, Inc. [Member]
Schedule of assets acquired and liabilities	The following table summarizes the consideration paid and the fair value of the assets acquired and liabilities assumed as of February 22, 2018 (In thousands): Consideration Paid: Common stock $ 1,387 Non controlling interest 1,353 $ 2,740 Fair values of identifiable assets acquired and liabilities assumed: Assets acquired: Cash $ 14 Other intangible assets 2,307 Goodwill 419 Net Assets Acquired $ 2,740
Love Media House, Inc. [Member]
Schedule of assets acquired and liabilities	The following table summarizes the consideration paid and the fair value of the assets acquired and liabilities assumed as of February 26, 2018 (In thousands): Consideration Paid: Cash $ 150 Common stock 1,541 $ 1,691 Fair values of identifiable assets acquired and liabilities assumed: Assets acquired: Cash $ 5 Other intangible assets 910 Goodwill 828 Total assets acquired 1,743 Liabilities assumed: Accounts payable 52 Total Liabilities Assumed 52 Net Assets Acquired $ 1,691
Banana Whale Studios PTE Ltd [Member]
Schedule of assets acquired and liabilities	The following table summarizes the consideration paid and the fair value of the assets acquired and liabilities assumed as of May 24, 2018 (In thousands): Consideration Paid: Common stock $ 4,983 Non-controlling interest 4,937 $ 9,920 Fair values of identifiable assets acquired and liabilities assumed: Assets acquired: Cash $ 42 Accounts receivable 11 Equipment 37 Other intangible assets 10,118 Total assets acquired 10,208 Liabilities assumed: Accounts and advances payable 288 Total Liabilities Assumed 288 Net Assets Acquired $ 9,920

Intangible Assets (Tables)

Intangible Assets (Tables)	9 Months Ended
	Sep. 30, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of intangible assets	Intangible assets consist primarily of software development costs, acquired gaming software 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) September 30 December 31 2018 2017 Horizon software $ 6,527 $ 6,527 Social online application software 2,210 — Customer lists 997 — Gaming software 10,118 — 19,852 6,527 Less accumulated amortization (3,465 ) (1,187 ) Intangible assets, net $ 16,387 $ 5,340

Goodwill (Tables)

Goodwill (Tables)	9 Months Ended
	Sep. 30, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of goodwill	The following is the detail of the Goodwill that arose on acquisitions described in Note 3: September 30 December 31 2018 2017 123Wish, Inc. $ 419 $ — Love Media House, Inc. (formerly C. Rod, Inc.) 828 — $ 1,247 $ —

Segment Information (Tables)

Segment Information (Tables)	9 Months Ended
	Sep. 30, 2018
Segment Reporting [Abstract]
Schedule of revenues	The Company’s revenues were generated in the following business segments (in thousands) September 30, September 30, 2018 2017 Sale of secure messaging licenses $ 228 $ 514 123Wish (from January 2018) 108 — Love Media House (from March 2018) 405 — Banana Whale (from May 2018) 144 — Total $ 885 $ 514
Schedule of direct costs, general and administrative expenses	The following is a detail of the Company’s general and administrative expenses by business segment: September 30, September 30, 2018 2017 Sale of secure messaging licenses $ 136 $ — 123Wish (from January 2018) 732 — Love Media House (from March 2018) 322 — Banana Whale (from May 2018) 272 — Corporate costs 4,180 911 Total $ 5,642 $ 911
Schedule of net income (loss)	The following is a detail of the net income (loss) by business segment: September 30, September 30, 2018 2017 Sale of secure messaging licenses $ (1,059 ) $ 102 123Wish (from January 2018) (623 ) — Love Media House (from March 2018) 52 — Banana Whale Studios (from May 2018) (355 ) — Corporate costs, discontinued operations and acquisition costs (7,215 ) (3,156 ) Total $ (9,200 ) $ (3,054 )

Description of Business, Orga_2

Description of Business, Organization and Principles of Consolidation (Details Narrative)	Sep. 30, 2018
123Wish, Inc. [Member]
Ownership percentage acquired	51.00%
One Horizon Hong Kong Ltd [Member]
Ownership percentage acquired	100.00%
Horizon Network Technology Co. Ltd [Member]
Ownership percentage acquired	100.00%
Love Media House, Inc. [Member]
Ownership percentage acquired	100.00%
Banana Whale Studios PTE Ltd [Member]
Ownership percentage acquired	51.00%
Browning Production And Entertainment Inc [Member]
Ownership percentage acquired	51.00%

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details Narrative) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2018USD ($)NumberSegment	Sep. 30, 2018USD ($)NumberSegment	Dec. 31, 2017USD ($)Segment	Dec. 31, 2018USD ($)	Oct. 02, 2018USD ($)	Sep. 30, 2017USD ($)
Cash	$ 535	$ 535	$ 763			$ 170
Subsequent Event [Member]
Cash				$ 2,000	$ 825
Customer Concentration Risk [Member] | Accounts Receivable [Member]
Percentage of concentration risk		87.00%	100.00%
Number of customers	4	4	1
Customer Concentration Risk [Member] | Sales Revenue, Net [Member]
Percentage of concentration risk	76.00%	46.00%
Number of customers | Segment	1	1
Convertible Notes Payable [Member]
Original debt converted	$ 2,070	$ 547

Acquisitions (Details)

Acquisitions (Details) - USD ($) $ in Thousands	Feb. 22, 2018	Jan. 31, 2018	Sep. 30, 2018	Dec. 31, 2017
Consideration Paid:
Common stock			$ 18,200
Assets acquired:
Goodwill			1,247
123Wish, Inc. [Member]
Consideration Paid:
Common stock	$ 1,387	$ 1,400
Non controlling interest	1,353
Consideration paid	2,740
Assets acquired:
Cash	14
Other intangible assets	2,307
Goodwill	419		$ 419
Net Assets Acquired	$ 2,740

Acquisitions (Details 1)

Acquisitions (Details 1) - USD ($) $ in Thousands	Feb. 26, 2018	Sep. 30, 2018	Dec. 31, 2017
Consideration Paid:
Common stock		$ 18,200
Assets acquired:
Goodwill		$ 1,247
Love Media House, Inc. (formerly C-Rod, Inc.)
Consideration Paid:
Cash	$ 150
Common stock	1,541
Consideration paid	1,691
Assets acquired:
Cash	5
Other intangible assets	910
Goodwill	828
Total assets acquired	1,743
Liabilities assumed:
Accounts payable	52
Total Liabilities Assumed	52
Net Assets Acquired	$ 1,691

Acquisitions (Details 2)

Acquisitions (Details 2) - USD ($) $ in Thousands	May 24, 2018	Sep. 30, 2018
Consideration Paid:
Common stock		$ 18,200
Banana Whale Studios PTE Ltd [Member]
Consideration Paid:
Common stock	$ 4,983
Non-controlling interest	4,937
Consideration paid	9,920
Assets acquired:
Cash	42
Accounts receivable	11
Equipment	37
Other intangible assets	10,118
Total assets acquired	10,208
Liabilities assumed:
Accounts and advances payable	288
Total Liabilities Assumed	288
Net Assets Acquired	$ 9,920

Acquisitions (Details Narrative

Acquisitions (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	May 24, 2018	Feb. 26, 2018	Feb. 22, 2018	Jan. 31, 2018	Sep. 30, 2018	Sep. 30, 2017
Number of shares issued upon acquistion					35,000
Number of shares issued upon acquistion,value					$ 18,200
Cash					$ 108
123Wish, Inc. [Member]
Ownership percentage acquired					51.00%
Number of shares issued upon acquistion				1,333,334
Number of shares issued upon acquistion,value			$ 1,387	$ 1,400
Share price (in dollars per share)				$ 1.04
Love Media House, Inc. (formerly C-Rod, Inc.)
Ownership percentage acquired		100.00%
Number of shares issued upon acquistion		1,376,147
Number of shares issued upon acquistion,value		$ 1,541
Cash		$ 150
Banana Whale Studios PTE Ltd [Member]
Ownership percentage acquired	51.00%
Number of shares issued upon acquistion	7,383,000
Number of shares issued upon acquistion,value	$ 4,983
Share price (in dollars per share)	$ 0.675

Intangible Assets (Details)

Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Intangible assets, gross	$ 19,852	$ 6,527
Less accumulated amortization	(3,465)	(1,187)
Intangible assets, net	16,387	5,340
Horizon Software [Member]
Intangible assets, gross	6,527	6,527
Social Online Application Software [Member]
Intangible assets, gross	2,210
Customer Lists [Member]
Intangible assets, gross	997
Gaming Software [Member]
Intangible assets, gross	$ 10,118

Intangible Assets (Details Narr

Intangible Assets (Details Narrative) $ in Thousands	Sep. 30, 2018USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets first year	$ 3,900,000
Amortization of intangible assets second year	3,900,000
Amortization of intangible assets third year	3,900,000
Amortization of intangible assets four year	3,900,000
Amortization of intangible assets five year	$ 3,900,000

Goodwill (Details)

Goodwill (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Feb. 22, 2018	Dec. 31, 2017
Goodwill	$ 1,247
123Wish, Inc. [Member]
Goodwill	419	$ 419
Love Media House, Inc. C. Rod, Inc.[Member]
Goodwill	$ 828

Convertible notes (Details Narr

Convertible notes (Details Narrative) - Convertible Notes Payable [Member] $ / shares in Units, $ in Thousands	1 Months Ended
	Feb. 28, 2018USD ($)$ / sharesshares
Debt conversion price (in dollars per share) | $ / shares	$ 0.60
Number of shares converted | shares	676,389
Value of shares converted | $	$ 405,833

Share Capital (Details Narrativ

Share Capital (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Oct. 09, 2018	Oct. 02, 2018	Feb. 26, 2018	Feb. 22, 2018	Jan. 31, 2018	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
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						225,000
Proceeds from issuance of shares						$ 824	$ 265
Fair value of issued shares for services						$ 357,750
Number of shares issued upon acquistion						35,000
Value of shares issued upon acquistion						$ 18,200
Number of shares issued for services						100,000
Fair value of issued shares for services						$ 204
Number of shares issued conversion of convertible note and accrued interest						504,167
Value of shares issued conversion of convertible note and accrued interest						$ 302,500
Number of shares issued conversion of convertible note and accrued interest						172,222
Value of shares issued conversion of convertible note and accrued interest						$ 103,000
Number of shares issued for services						172,222
Fair value of issued shares for services						$ 200,000
Number of shares issued for services						50,000
Fair value of issued shares for services						$ 80
Number of shares issued for services						100,000
Fair value of issued shares for services						$ 85
Number of shares issued for services						225,000
Fair value of issued shares for services						$ 168,750
Number of shares issued for services						850,000
Fair value of issued shares for services						$ 425
Number of shares issued for services						1,575,000
Fair value of issued shares for services						$ 787,500
Number of shares issued for services						600,000
Fair value of issued shares for services						$ 306
Number of shares issued for services						300,000
Fair value of issued shares for services						$ 150
Number of shares issued for services						1,000,000
Fair value of issued shares for services						$ 175
Number of shares issued for cash						1,750,000
Number of shares issued for cash						4,500,000
Number of value issued for cash						$ 360
Number of shares issued for cash						1,525,000
Number of value issued for cash						$ 114,375
Share price (in dollars per share)						$ 0.20
Proceeds from warrants exercises						$ 1,246	$ 146
Subsequent Event [Member]
Ownership percentage acquired	80.00%
Number of shares issued upon acquistion	3,000,000
Warrant [Member]
Number of shares issued for services						425,000
Proceeds from issuance of shares						$ 400,000
Fair value of issued shares for services						$ 2,000,000
Warrant issued						750,000
Exercise price (in dollars per share)						$ 0.75
Number of common shares reserved for outstanding warrants						330,869
Exercise price (in dollars per share)						$ 15.88
Warrants exercised						4,425,000
Proceeds from warrants exercises						$ 1,246,000
Warrants outstanding						6,500
Compensation cost						$ 544,000
Warrant [Member] | Subsequent Event [Member]
Number of shares issued for services		4,250,000
Warrant [Member]
Warrant issued						850,000
Exercise price (in dollars per share)						$ 0.50
Warrant [Member]
Warrant issued						1,850,000
Exercise price (in dollars per share)						$ 0.10
123Wish, Inc. [Member]
Ownership percentage acquired						51.00%
Number of shares issued upon acquistion					1,333,334
Value of shares issued upon acquistion				$ 1,387	$ 1,400
Love Media House, Inc. (formerly C-Rod, Inc.)
Ownership percentage acquired			100.00%
Number of shares issued upon acquistion			1,376,147
Value of shares issued upon acquistion			$ 1,541
Banana Whale Studios Pte [Member]
Ownership percentage acquired						51.00%
Number of shares issued upon acquistion						7,383,000
Value of shares issued upon acquistion						$ 4,983

Segment Information (Details)

Segment Information (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Revenue	$ 885	$ 514
123Wish, Inc. [Member]
Revenue	108
Love Media House [Member]
Revenue	405
Banana Whale [Member]
Revenue	144
Secure Messaging Licenses [Member]
Revenue	$ 228	$ 514

Segment Information (Details 1)

Segment Information (Details 1) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Direct costs, general and administrative expenses	$ 1,544	$ 338	$ 4,147	$ 911
123Wish, Inc. [Member]
Direct costs, general and administrative expenses			732
Love Media House [Member]
Direct costs, general and administrative expenses			322
Banana Whale [Member]
Direct costs, general and administrative expenses			272
Secure Messaging Licenses [Member]
Direct costs, general and administrative expenses			136
Corporate costs [Member]
Direct costs, general and administrative expenses			$ 3,285	$ 911

Segment Information (Details 2)

Segment Information (Details 2) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Net income (loss)	$ (2,475)	$ (772)	$ (8,717)	$ (3,826)
123Wish, Inc. [Member]
Net income (loss)			(623)
Love Media House [Member]
Net income (loss)			52
Banana Whale [Member]
Net income (loss)			(355)
Secure Messaging Licenses [Member]
Net income (loss)			(1,059)	102
Corporate costs [Member]
Net income (loss)			$ (6,320)	$ (3,156)

Legal proceedings (Details Narr

Legal proceedings (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Oct. 15, 2018	Oct. 09, 2018	May 30, 2018	May 30, 2018	Sep. 30, 2018
Number of shares issued upon acquistion					35,000
Mezzanine equity					$ 552,500
Effective date of mezzanine equity					Oct. 15, 2018
Subsequent Event [Member]
Number of shares issued upon acquistion		3,000,000
Ownership percentage		80.00%
One Horizon Hong Kong Ltd [Member]
Ownership percentage					100.00%
Banana Whale Studios PTE Ltd [Member]
Ownership percentage					51.00%
Zhanming Wu [Member] | Settlement Agreement [Member] | Subsequent Event [Member]
Number of shares issued upon acquistion	354,409
Redeemed of common stock	850,000
Share price (in dollars per share)	$ 0.65
Zhanming Wu [Member] | One Horizon Hong Kong Ltd [Member]
Number of shares issued upon acquistion				15,000,000
Filing Date				On May 30, 2018
Name of Defendant				Director Defendants
Name of Court				Court of Chancery of the State of Delaware
Zhanming Wu [Member] | Banana Whale Studios PTE Ltd [Member]
Number of shares issued upon acquistion			7,383,000
Ownership percentage			51.00%	51.00%

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($) $ in Thousands	Nov. 15, 2018	Oct. 22, 2018	Oct. 09, 2018	May 10, 2018	Nov. 30, 2018	Sep. 30, 2018	Sep. 30, 2017
Subsequent Event [Line Items]
Proceeds from issuance of shares						$ 824	$ 265
Number of shares issued						35,000
Number of shares sold (in shares)						1,750,000
Purchase price						$ 824
Subsequent Event [Member]
Subsequent Event [Line Items]
Number of shares issued			3,000,000
Working capital loan amount			$ 100,000
Ownership percentage			80.00%
Subsequent Event [Member] | Consultant [Member]
Subsequent Event [Line Items]
Number of shares issued for services					4,550,000
Subsequent Event [Member] | Two Accredited Investors [Member]
Subsequent Event [Line Items]
Number of shares sold (in shares)	9,500,000
Purchase price	$ 1,425,000
Mr.William J Browning [Member]
Subsequent Event [Line Items]
Proceeds from issuance of shares				$ 10,000
Number of shares issued				35,000
Mr.William J Browning [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Proceeds from issuance of shares		$ 10,000
Number of shares issued		150,000
Additional shares of common stock		150,000
Description of extent number of shares		To the extent the number of shares which we are obligated to issue to Mr. Browning exceeds 13,553,506 shares, representing 19.99% of our outstanding shares of common stock immediately prior to the acquisition (the “Excess Shares”).</p>" id="sjs-C28">&lt;p style="font: 12pt Times New Roman, Times, Serif; margin: 0pt 0">To the extent the number of shares which we are obligated to issue to Mr. Browning exceeds 13,553,506 shares, representing 19.99% of our outstanding shares of common stock immediately prior to the acquisition (the &#8220;Excess Shares&#8221;).&lt;/p>
Number of shares resale		150,000
Working capital loan amount		$ 150,000