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Stockholders' Deficit
12 Months Ended
Dec. 31, 2019
Stockholders Deficit  
Stockholders' Deficit

NOTE 12 - STOCKHOLDERS' EQUITY

 

The Company is authorized to issue an aggregate of 3,000,000,000 common shares with a par value of $0.0001 per share and 1,000,000 shares of preferred stock with a par value of $0.0001 per share.

 

On August 20, 2018, pursuant to stockholder consent, our Board of Directors authorized an amendment (the "Amendment") to our Certificate of Incorporation, as amended, to affect a reverse stock split of the issued and outstanding shares of our common stock, par value $0.0001, on a 1 for 500 basis. We filed the Amendment with the Delaware Secretary of State on August 27, 2018. On September 7, 2018 the Financial Industry Regulatory Authority, Inc. notified us that the reverse stock split would take effect on September 10, 2018. All common stock share and per-share amounts for all periods presented in these consolidated financial statements have been adjusted retroactively to reflect the reverse stock split.

 

On November 5, 2019, pursuant to stockholder consent, our Board of Directors authorized an amendment (the "Amendment") to our Certificate of Incorporation, as amended, to affect a reverse stock split of the issued and outstanding shares of our common stock, par value $0.0001, on a 1 for 1,000 basis. We filed the Amendment with the Delaware Secretary of State on November 18, 2019. On December 11, 2019 the Financial Industry Regulatory Authority, Inc. notified us that the reverse stock split would take effect on December 12, 2019.

 

On February 7, 2018, the Company issued 50 shares of common stock valued at $190,000 ($3,800.00 per share) to settle accrued liabilities for salary of $180,000 and shares to be issued of $10,000 due to the Nadav Elituv, the Chief Executive Officer of the Company.

 

On May 22, 2018, the Company issued 20 shares of common stock to settle shares to be issued (stock payable) valued at $922,218, which has been recorded over the contract period ended June 30, 2018, for stock based compensation due to the Nadav Elituv, the Chief Executive Officer of the Company.

 

On May 22, 2018, the Company issued 23 shares of common stock valued at $57,618 ($2,250.00 per share) for accounts payable of $57,618.

 

On June 26, 2018, the Company issued 120 shares of common stock valued at $294,000 ($2,450 per share) for the services to be provided in a period of June 26, 2018 to December 31, 2018.

 

On September 10, 2018, the Company issued 20,000 shares of common stock valued at $602,000 ($30.10 per share) to the Nadav Elituv, the Chief Executive Officer of the Company for officer compensation.

 

On September 10, 2018, the Company issued 16,000 shares of common stock valued at $481,600 ($30.10 per share) to the Brandon Milner, a Director of the Company.

 

On September 10, 2018, the Company issued 18,000 shares of common stock valued at $541,800 ($30.10 per share) for the services to be provided in a period of September 10, 2018 to December 31, 2018.

 

On September 10, 2018, the Company issued 20,000 shares of common stock valued at $602,000 ($30.10 per share) for the services to be provided in a period of September 10, 2018 to September 10, 2019.

 

On September 10, 2018, the Company issued 42,000 shares of common stock valued at $1,264,200 ($30.10 per share) for the consulting services.

 

During the year ended December 31, 2018, the Company elected to convert $162,900 of principal and interest of non-redeemable convertible notes into 35,172 shares of common stock of the Company valued at $3,651,300. The conversions resulted in a loss on settlement of debt of $3,488,400.

 

On April 5, 2019, the Company issued 100 shares of common stock to settle shares to be issued for professional services (stock payable) valued at $8,000 ($80.00 per share).

 

On April 5, 2019, the Company issued 100 shares of common stock valued at $7,000 ($70.00 per share) for professional services.

 

On June 11, 2019, the Company issued 30,000 shares of common stock to settle shares to be issued (stock payable) valued at $903,000 ($30.10 per share), which has been recorded ratably over the contract period of July 1, 2018 to June 30, 2019, for stock based compensation due to Nadav Elituv, the Chief Executive Officer of the Company.

 

On September 10, 2019, the Company issued 50,000 shares of common stock valued at $765,000 ($15.30 per share) for stock based compensation due to Nadav Elituv, the Chief Executive Officer of the Company.

 

On September 19, 2019, the Company issued 24,387 shares of common stock valued at $151,200 ($6.20 per share), to fully settle salary payable, for the period July 1, 2019 to June 30, 2020, due to Nadav Elituv, the Chief Executive Officer of the Company.

 

On September 19, 2019, the Company issued 1,524 shares of common stock valued at $9,448 ($6.20 per share), to settle advances payable due to Nadav Elituv, the Chief Executive Officer of the Company.

 

On September 20, 2019, the Company issued 5,910 shares of common stock valued at $31,912 ($5.40 per share), to settle accounts payable.

 

On December 20, 2019, the Company issued 873,609 shares of common stock valued at $255,531 ($0.2925 per share) for stock based compensation due to Nadav Elituv, the Chief Executive Officer of the Company.

 

On December 20, 2019, the Company issued 2,960,059 shares of common stock valued at $865,817 ($0.2925 per share) for stock based compensation due to Directors of the Company.

 

During the year ended December 31, 2019, the Company issued 1,471,369 shares of common stock valued at $294,274 ($0.2000 per share) for stock based compensation.

 

During the year ended December 31, 2019, the Company elected to convert $12,933 of principal and interest of non-redeemable convertible notes into 354,700 shares of common stock of the Company valued at $1,351,700. The conversions resulted in a loss on settlement of debt of $1,338,767.

 

During the year ended December 31, 2019, the Holder of the Convertible Note elected to convert $105,768 of principal and debt discount of $97,038 into 337,600 shares of common stock of the Company with a fair value of $208,551. The conversions resulted in the settlement of derivative liabilities of $140,444 and a loss on settlement of debt of $59,378.

 

During the year ended December 31, 2019, the Company issued 2,230 shares of common stock for $111,500 in cash.

 

Shares to be issued

 

As at December 31, 2019 and 2018, the Company had an obligation to issue 0 shares of common stock and 11,468 shares of common stock, respectively, for stock-based compensation –salaries (see Note 9).

 

2015 Stock Option Plan

 

On April 28, 2015, the Board of Directors of the Company approved of the Company’s 2015 Stock Option Plan (the “2015 Plan”) to attract and retain the best available personnel, to provide additional incentive to employees, directors and consultants, and to promote the success of the Company's business. Pursuant to the 2015 Plan, the Board may grant incentive stock options, non-qualified stock options and stock appreciation rights to eligible persons. The maximum aggregate number of shares of common stock with respect to which awards granted under the Plan shall not exceed 1 (as adjusted for the 1-for-2,000, 1-for-500 and 1-for-1,000 reverse stock split on September 1, 2016, September 10, 2018 and December 12, 2019, respectively). On May 6, 2015, the Company filed a Registration Statement on Form S-8 (File No: 333-203889) registering the shares of common stock issuable pursuant to the 2015 Plan under the Securities Act.