Stockholders' Equity

6 Months Ended

Jun. 30, 2019

Equity [Abstract]

STOCKHOLDERS' EQUITY

NOTE 4 – STOCKHOLDERS' EQUITY

Common Stock

The following summarizes the common stock activity for the six months ended June 30, 2019:

Summary of common stock activity for the nine months ended June 30, 2019	Outstanding shares
Balance, December 31, 2018		1,588,942
Shares issued for common stock subscriptions		99,312
Shares issued due to the recession of Limecom acquisition		125,243
Shares issued as settlement of debt		309,497
Balance, June 30, 2019		2,122,994

On January 7, 2019, the Company issued 16,667 shares of its common stock pursuant to a Securities Purchase Agreement which it entered on September 21, 2018. The fair market value of the shares at the subscription date was $50.

On January 7, 2019, the Company received $50 under a private placement of equity and issued 16,667 shares of its common stock and warrants to purchase up to 16,667 shares of its common stock at an exercise price equal to $3.25 per share under a private placement of securities closed on December 13, 2018.

On January 29, 2019, the Company issued 125,243 shares of the Company to Heritage and its officers under the agreement to rescind the Company's option to sell the stock in Limecom back to Heritage.

On February 12, 2019, the Company issued warrants to purchase up to 35,834 shares of its common stock at an exercise price equal to $3.25 per share under the October 25, 2018 private placement. 

On February 28, 2018, the Company issued 309,497 shares of its common stock pursuant to a settlement of stock-based liabilities. The fair market value of the shares was $464.

On February 28, 2019, The Company signed a Binding Term Sheet with Optima Fixed Income LLC ("Optima") for a total investment of $2,500 over one year and received $500 on the same date. Under the Binding Term Sheet, it was agreed that the initial invested amount of $500 will in consideration of 166,667 shares of Common Stock of the Company. These shares will be issued in reliance on the exemptions from registration pursuant to Section 4(a)(2) of the Securities Act. It was also agreed that Optima may purchase a Convertible Note in the amount of $2,000 which may be funded on a quarterly basis. The term of the Convertible Note shall be three years and it may be converted with a discount of 25% on the share price at date of conversion, but in any case, not less than $3 per share. Optima will additionally get rights to vote some of the Series B Preferred. In any case, the total investment in the Company shall be not be less than 25% of the outstanding shares at the first anniversary of this Binding Term Sheet.

On May 10, 2019 the Company signed an Amendment to the Binding Term Sheet with Optima whereas Optima will make an additional deposit of $550 to the Company and whereas that additional deposit will be provided to the Company in the form of a Convertible Note as discussed in the Binding Term Sheet. It was also agreed that Optima will provide an additional amount of $1,450 to the Company which will be provided in a form of a Convertible Note at the following dates:

Date	Amount
05/28/2019	$	200
08/28/2019	$	500
11/28/2019	$	500
02/28/2020	$	250

All the other terms and conditions of the Binding Term Sheet, will remain in full force and effect. On May 11, 2019 Optima made an additional deposit of $550.

On May 28, 2019 Optima made an additional deposit of $200.

On June 18, 2019, the Company issued 65,978 shares of its common stock to a private investor pursuant to a Securities Purchase Agreement which it entered on October 25, 2018. Under that particular Securities Purchase Agreement , the Company has to issue additional shares of Common Stock to the private investor in an amount sufficient such that, when sold and the net proceeds thereof are added to the net proceeds from the sale of any of the previously issued and sold Shares, the private investor shall have received total net funds equal to $3.60 per Share.