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Stockholders' Equity | 12 Months Ended
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Dec. 31, 2018
Equity [Abstract] |
Stockholders' Equity | Note 4 - Stockholders’ Equity.
A. | Shares of common stock confer upon their holders the right to receive notice to participate and vote in general meetings of shareholders of the Company, the right to receive dividends, if declared, and the right to receive a distribution of any surplus of assets upon liquidation of the Company.
B. | Preferred shares confer upon their holders the right to receive dividends when paid to holders of common stock of the Company on an as-converted basis, and the right to receive a distribution of any surplus of assets upon liquidation of the Company before any distribution or payment shall be made to the holders of any common stock.
C. | Issuances of Common Stock and Warrants during 2018 and 2017
1. | On February 24, 2017, Publicis Groupe 90 (“Publicis 90”) invested 500,000 Euros or approximately U$526,000 and the Registrant accepted a Reg S Subscription Agreement from Publicis 90 in consideration for the issuance to Publicis 90 of 1,315,563 restricted shares of the Registrant’s common stock at a subscription price of $0.40 per share. The issuance was made in reliance upon the exemptions provided in Section 4(2) of the Securities Act of 1933, as amended (the “Act”) and Regulation S promulgated by the SEC under the Act.
2. | On April 25, 2017, a holder of a convertible note in the principal amount of $100,000 issued in July 2016, converted $10,400 into 74,572, shares based on an adjusted conversion price of $0.14. The conversion price was adjusted on March 22, 2017 pursuant to the provisions of the 2016 Secured Convertible Note Agreement.
3. | On June 12, 2017, certain warrant holders holding 1,100,000 Class A Warrants and 1,100,000 Class B Warrants, elected to exercise certain warrants on a cashless basis. In accordance with the 2016 Secured Convertible Note Agreement the Class A warrants and Class B warrants were increased to 5,665,626 each, based on an adjusted share price of $0.14 per share and 3,451,490 Class B Warrants were converted to 1,096,395 shares at $0.14 per share. The exercise price and number of shares issued were adjusted on March 22, 2017.
4. | On June 12, 2017, the Company completed the issuance of 125,000 shares of the Company’s common stock to Alpha pursuant to the Company’s agreement with Alpha in the prior year.
5. | In July and August 2017, the Company received $80,000 in respect of 571,429 units to two accredited investors for $0.14 per unit. Each unit consist (i) 571,429 shares at a price of $0.14 per share, (ii) 571,429 Class H warrants exercisable for a one-year period in exercise price of $0.14, and (iii) 571,429 Class I warrants exercisable for a two-year period. As of December 31, 2017, the Company had not issued the shares or the warrants to the accredited investors as such, the proceeds were recorded as Receipts on Account of shares in the Company’s shareholders equity statement.
| On February 8, 2018, the Company issued 571,429 units to two accredited investors in consideration for subscription proceeds of $80,000 which proceeds were received in August 2017.
6. | Between January 2018 and April 2018, the Company received the aggregate amount of $1,940,950 in subscription proceeds from certain “accredited investors” in consideration for the issuance of 27,697,855 units (the “Units”) at an offering price of $0.07 per Unit (the “$0.07 Unit Offering”), each consisting of: (i) one (1) share of the Company’s common stock (the “Shares”); (ii) one (1) common stock purchase warrant exercisable for a period of twelve months to purchase one additional Share at an exercise price of $0.14 per Share (the “Class F Warrants”); and (iii) one (1) common stock purchase warrant exercisable for a period of twelve months to purchase one additional Share at an exercise price of $0.28 per Share (the “Class G Warrants”).
7. | On January 26, 2018, the Company signed a two-year consulting agreement with Maz Partners, pursuant to which it will to provide investment and corporate finance advice to the Company in consideration for 200,000 Class H Warrants. Each Class H Warrant is exercisable through to January 2020 to purchase one (1) Share at an exercise price of $0.14 per Share. The fair value of these Class H Warrants at the issuance date was $39,845 and was charged to General and administration expenses in the Statement of Comprehensive Loss with a corresponding credit to Additional Paid-in Capital in the Statement of Changes in Stockholders’ Deficit. The fair value was estimated using the Black-Scholes option pricing model and the following weighted average assumptions: share price - $0.24; exercise price - $0.14; expected life - 24 months; annualized volatility - 170.7%; dividend yield - 0%; risk free rate – 0.7%, were charged to General and administration expenses in the Statement of Comprehensive Loss with a corresponding credit to Additional Paid-in Capital in the Statement of Changes in Stockholders’ Deficit.
8. | On March 9, 2018, the Company signed a consulting agreement with Ayin, Nun, Chaf, Yeuzt Ltd, pursuant to which it will to provide professional legal advice to the Company in consideration for 550,000 Class H Warrants. Each Class H Warrant is exercisable through to March 2020 to purchase one (1) Share at an exercise price of $0.14 per Share. The fair value of these Class H Warrants at the issuance date was $134,566. The fair value was estimated using the Black-Scholes option pricing model and the following weighted average assumptions: share price - $0.26; exercise price - $0.14; expected life - 24 months; annualized volatility - 244.8%; dividend yield - 0%; risk free rate – 2.4%. $106,531 were charged to General and administration expenses in the Statement of Comprehensive Loss with a corresponding credit to Additional Paid-in Capital in the Statement of Changes in Stockholders’ Deficit.
9. | On March 12, 2018, the Company issued a total of 3,629,999 restricted Shares to certain consultants, who were accredited investors, in connection with services rendered during the first quarter of 2018, which Shares were valued at $892,300, based on the closing Share price on the day prior to the issuance date. The above-mentioned amount was recorded as a charge to the Company’s Statement of Comprehensive Loss, with a corresponding credit to Additional Paid in Capital in the Company’s Consolidated Statement of Changes in Stockholders’ Deficit.
10. | On March 20, 2018, the Company issued a total of 62,500 restricted Shares 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 services rendered in October 2016. The Company recorded the proceeds on the exercise of the stock option in Additional Paid-in Capital in its Consolidated Statement of Changes in Stockholders’ Deficit.
11. | On April 20, 2018, the Company issued a total of 700,000 restricted Shares to certain consultants, who were accredited investors, in connection with services rendered during the second quarter of 2018, which Shares were valued at $112,000, based on the closing share price on the day prior to each of the issuances. The above-mentioned amount was recorded as a charge to the Company’s Statement of Comprehensive Loss, with a corresponding credit to Additional Paid in Capital in the Company’s Statement of Changes in Stockholders’ Equity.
12. | As described in Note 3 above, the Company issued a total of 55,543,600 Shares in connection with the conversion of convertible note in amount of $555,390.
13. | The following table summarizes information of outstanding warrants issued to investors and consultants in exchange for their services as of December 31, 2018 and 2017:
December 31, 2018
|  | Warrants |  |  | Warrant Term |  | Exercise Price |  |  | Exercisable |
Investors – Class F Warrants |  |  | 27,697,855 |  |  | January 2019 -April 2019 |  | $ | 0.14 |  |  |  | 27,697,855 |
Investors – Class G Warrants |  |  | 27,697,855 |  |  | January 2019 -April 2019 |  | $ | 0.28 |  |  |  | 27,697,855 |
Investors - Class H Warrants |  |  | 1,321,429 |  |  | January 2019 -March 2020 |  | $ | 0.14 |  |  |  | 1,321,429 |
Investors - Class I Warrants |  |  | 571,429 |  |  | January 2020 |  | $ | 0.14 |  |  |  | 571,429 |
December 31, 2017
|  | Warrants |  |  | Warrant Term |  |  | Exercise Price |  |  | Exercisable |
Investors - Class A Warrants |  |  | 6,334,626 |  |  | 1 year |  |  | $ | 0.14-0.80 |  |  |  | 6,334,626 |
Investors - Class B Warrants |  |  | 5,400,478 |  |  | 5 years |  |  | $ | 0.14 |  |  |  | 5,400,478 |
Alimi Ahmed - Class E Warrants (1) |  |  | 900,000 |  |  |  | (1) |  | $ | 0.0001 |  |  |  | 900,000 |
D. | Recent Option Grants
| During the fiscal year ended December 31, 2017, the Company had outstanding awards for stock options under its 2017 Stock Incentive Plan (the “Plan”).
| The Plan, which was approved by the Board of Directors on December 1, 2017 and provides for the grant of up to 2 million shares to eligible participants bearing such terms and conditions, including but not limited to vesting provisions, exercise price(s) and other terms as the Board of Directors may reasonably determine from time to time, expires on November 30, 2023. Options granted under the Plan may be exercised on a cash or cashless basis, and the number of shares eligible for grant under the Plan may be increased, and the option exercise price(s) and vesting terms may the adjusted by, the Board of Directors, subject to provisions of the Plan and applicable laws and rules. Any options under the Plans that are canceled or forfeited before expiration become available for future grants. The Board of Directors of the Company administers the Company’s stock incentive compensation and equity-based plans.
| A summary of the Company’s activity related to options to employees, executives, directors and consultants and related information is as follows:
|  | For the year ended December 31, 2018 |  |  | For the year ended December 31, 2017 |
|  | Amount of options |  |  | Weighted average exercise price |  |  | Aggregate intrinsic value |  |  | Amount of options |  |  | Weighted average exercise price |  |  | Aggregate intrinsic value |
|  |  |  |  | $ |  |  | $ |  |  |  |  |  | $ |  |  | $ |
Outstanding at beginning of year |  |  | 62,500 |  |  |  | 0.01 |  |  |  |  |  |  |  | 4,193,397 |  |  |  | 0.11 |  |  |  |  |
Granted |  |  | - |  |  |  | - |  |  |  |  |  |  |  | - |  |  |  | - |  |  |  |  |
Exercised |  |  | (62,500 | ) |  |  | 0.01 |  |  |  |  |  |  |  | - |  |  |  | - |  |  |  |  |
Cancelled |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (4,130,397 | ) |  |  | (0.11 | ) |  |  |  |
Outstanding at the end of period |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 62,500 |  |  |  | 0.01 |  |  |  |  |
Vested and expected-to-vest at end of period |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 62,500 |  |  |  | 0.01 |  |  |  | - |
The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the fair market value of the Company’s common shares on December 31, 2017 and the exercise price, multiplied by the number of in-the-money stock options on those dates) that would have been received by the stock option holders had all stock option holders exercised their stock options on those dates. The stock options outstanding as of December 31, 2017, have been separated into exercise prices, as follows:
Exercise price |  |  | Stock options outstanding as of December 31, |  |  | Weighted average remaining contractual life – years as of December 31, |  |  | Stock options exercisable as of December 31, |
|  |  | 2017 |  |  | 2017 |  |  | 2017 |
| 0.01 |  |  |  | 62,500 |  |  |  | 8.25 |  |  |  | 62,500 |
| 0.01 |  |  |  | 62,500 |  |  |  | 8.25 |  |  |  | 62,500 |
Compensation expense recorded by the Company in respect of its stock-based employee compensation awards in accordance with ASC 718-10 for the year ended December 31, 2018 and 2017 was nil and $76,616, respectively and are included in General and Administrative expenses in the Statements of Operations

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- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 + Details
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