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Subsequent Events | 12 Months Ended
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Dec. 31, 2017
Subsequent Events [Abstract] |
Subsequent Events | Note 11. Subsequent Events. Cessation of Operations On January 29, 2018, the Company determined to cease it DermaCompare operations and a trustee is currently in the process of liquidating Emerald Israel to satisfy its debts. New Business Developments On January 17, 2018, the Company formed a new wholly owned subsidiary, Virtual Crypto Technologies Ltd. (the Subsidiary”), to develop and market software and hardware products facilitating, allowing and supporting purchase and/or sale of cryptocurrencies through ATMs, tablets, PCs and/or mobile devices. On January 23, 2018, the Subsidiary entered into a binding term sheet with Chiron Refineries Ltd. (“Chiron”), a public company listed on the Tel-Aviv Stock Exchange (TASE: CHR). Pursuant to the Term Sheet, they shall act as a distributer in the territory of the Republic of Turkey, including the territory of Turkish Republic of Northern Cyprus (the “Territory”); and (ii) the shall have the right to appoint sub-distributors within the Territory. The appointment of the Distributor is subject to the payment by the Distributor to our Subsidiary of US$250,000 (the “Appointment Fee”). An amount of $150,000 of the total Appointment Fee shall be deemed an advance payment by the Distributor, made on account of future purchases of our Products and related services. The Company further granted the Distributor an option, exercisable by the Distributor within 12 months from the date on which the ATM Product, including the related software and hardware, is fully tested and ready for installation and operation, to be appointed as an exclusive distributor of the Products for the Federal Republic of Nigeria. If the option is exercised, the Distributor shall pay the Subsidiary an appointment fee not higher than $250,000. Issuance of convertible notes in 2018. From January 16 through January 23, 2018, the Company received the aggregate amount of $100,000 from “accredited investors” in consideration for the issuance of convertible promissory notes (the “Notes”) bearing: (i) interest at the rate of 1% per annum; and (ii) a conversion price of $0.01 per share. On December 19, 2017, the Company approved, subject to a future sale by the “Sellers,” (as defined below) to sell their convertible loans, loans, and warrant to certain third-party investors and in connection therewith, to: (i) amend the exercise price of warrants granted to Alpha, Chi Squared Capital, Firstfire, Goldmed Ltd, Ilan Malca and Maz Partners (the “Sellers”) to $0.01, (ii) to amend the conversation price of convertible notes granted to Sellers to $0.01 and (iii) to amend the interest rate to 1% per annum. On January 24, the Sellers sold their loans totaling $956,209 to the new third-party investors, and $73,000 of such loans were converted at $0.01 per shares into 7,300,000 ordinary shares of the Company. Also, on March 19, 2018, a further $9,218 into 921,800 shares, based upon the note conversion price of $0.01 per share. On January 26, 2018 the company signed a consulting agreement with Maz Partners, pursuant to which they are to provide investment and corporate finance advise in consideration for 200,000 Class H warrants. Each Class H warrant is execrable into one share at $0.14 per share and the warrants expire each exercisable into one shares. The period of the agreement is two years the effective date. Equity raise from the sale of units in 2018. From January 31 through February 13, 2018, the Company received the aggregate amount of $1,375,700 from “accredited investors” in consideration for the issuance of 19,647,856 units (the “Units”) at an offering price of $0.07 per Unit, each Unit consisting of: (i) one (1) share of common stock (the “Shares”); and (ii) one (1) common stock purchase warrant exercisable for a period of twenty-four (24) months to purchase one (1) additional Share at an exercise price of $0.14. (the “$0.07 Unit Offering”). The offer and sale of the Units, without registration under the Securities Act of 1933, as amended (the “Act”), was made in reliance upon the exemption provided Regulation S and Regulation D promulgated by the Securities and Exchange Commission under the Act. An additional 13 “accredited investors” under the $0.07 Unit Offering, who subscribed during the period set forth above, submitted their subscription proceeds after February 16, 2018 and, as a result, the Registrant issued an additional 3,928,571 restricted shares through March 13, 2018 and, in connection therewith, the Registrant received additional subscription proceeds of $277,100. On February 8, 2018 the Company issued 571,429 shares to two accredited investors in respect of $80,000 which was received in 2017 – see note (6). On March 12, 2018, the Company issued a total of 2,600,000 restricted shares to certain consultants in connection with services rendered during the first quarter of 2018 which shares were valued at $676,000, based on the closing share price on the day prior to the issuance. On March 20, 2018, the Company issued a total of 1,092,500 restricted shares as follows: (i) 62,500 restricted shares were issued to Guy Shalom, a resident of Israel, in consideration for the exercise of a stock option at an exercise price of $0.01 per share, which options were granted in connection with a services rendered in October 2016; (ii) 300,000 restricted shares were issued to Yair Fudim, a resident of Israel, pursuant to a Services Agreement for serving as the Registrant’s CEO, which shares were valued at $0.01 per share; and (iii) 730,000 restricted shares were issued to Lyons Capital LLC, an accredited investor organized under the laws of the State of Florida, in connection with services under a six-month engagement letter/services agreement (“Engagement Letter”), which shares were valued at $124,100, based on the closing share price on the day prior to the Engagement Letter.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -URI http://asc.fasb.org/topic&trid=2122774 + Details
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