EZTD (EZTD) 10-Q 15 Aug 16 2016 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2016	Aug. 15, 2016
Document and Entity Information [Abstract]
Entity Registrant Name	EZTD Inc
Entity Central Index Key	1,175,442
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Jun. 30, 2016
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q2
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		4,973,614

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2016	Dec. 31, 2015
CURRENT ASSETS:
Segregated client cash accounts	$ 2,617	$ 1,501
Restricted cash	55	42
Receivable from credit card companies	1,577	1,874
Other current assets	839	856
Total current assets	5,088	4,273
NON-CURRENT ASSETS:
Property and equipment, net	3,174	2,389
Intangible assets, net	360	380
Total non-current assets	3,534	2,769
Total assets	8,622	7,042
LIABILITIES AND EQUITY CURRENT LIABILITIES:
Short term loan		594
Obligation to customers	3,514	3,922
Financial liabilities	1,435	109
Convertible loans	4,945	4,943
Accounts payable	1,313	1,235
Accrued expenses and other accounts payable	4,099	1,909
Total current liabilities	15,306	12,712
LONG TERM LIABILITIES:
Accrued severance pay, net	238	230
Total liabilities	15,544	12,942
EQUITY (DEFICIT):
Common stock of $ 0.03 par value: Authorized: 10,000,000 shares at June 30, 2016 and December 31, 2015; Issued and outstanding: 4,973,614 shares at June 30, 2016 and 3,863,260 shares at December 31, 2015	149	116
Prepayment on account of shares	52
Additional paid-in capital	42,075	34,875
Accumulated deficit	(49,198)	(40,891)
Equity (deficit)	(6,922)	(5,900)
Total liabilities and equity	$ 8,622	$ 7,042

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Common stock, par value per share	$ 0.03	$ 0.03
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	4,973,614	3,863,260
Common stock, shares outstanding	4,973,614	3,863,260

Condensed Consolidated Statemen

Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Income Statement [Abstract]
Revenues	$ 4,920	$ 5,402	$ 11,964	$ 12,545
Operating expenses:
Sales and marketing	4,790	3,955	11,636	9,178
General and administrative	2,212	1,090	4,236	1,840
Research and development	516	471	940	884
Stock-based compensation	196	453	569	910
Expenses related to potential legal settlement	1,500		1,500
Total operating expenses	9,214	5,969	18,881	12,812
Operating loss	(4,294)	(567)	(6,917)	(267)
Financial expenses, net	(641)	(718)	(1,390)	(2,270)
Net loss before taxes on income	(4,935)	(1,285)	(8,307)	(2,537)
Taxes on income
Net loss attributable to the Company	$ (4,935)	$ (1,285)	$ (8,307)	$ (2,537)
Total basic net loss per share	$ (0.99)	$ (0.41)	$ (1.88)	$ (0.80)
Weighted average number of common stock used in computing basic net loss per share	4,971,634	3,172,010	4,429,083	3,154,099

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Cash flows from operating activities:
Net loss	$ (8,307)	$ (2,537)
Adjustments required to reconcile net loss to net cash used in operating activities:
Stock-based compensation	569	910
Depreciation and amortization	518	191
Fair value of warrants granted	33	1,279
Accrued interest and amortization of discount and exchange differences of loans	84	(136)
Decrease in receivables from credit card companies	297	63
Decrease (increase) in other current assets	17	(757)
Decrease (increase) in accounts payable	78	(154)
Increase (decrease) in obligation to customers and other payables	1,782	(687)
Increase in financial liabilities	1,326	345
Increase in severance pay, net	8	78
Increase (decrease) in related parties payables	(1)	(53)
Net cash used in operating activities	(3,596)	(1,458)
Cash flows from investing activities:
Purchase of property and equipment	(1,283)	(723)
Decrease (Increase) in segregated client cash accounts	(1,116)	692
Increase in restricted cash	(13)	(151)
Net cash used in investing activities	(2,412)	(182)
Cash flows from financing activities:
Issuance of shares and warrants	5,850	65
Prepayment on account of shares	52	1,683
Proceeds received from convertible loans	1,436
Repayment of short-term loan	(578)
Repayment of convertible loans	(752)	(108)
Net cash provided by financing activities	6,008	1,640
Decrease in cash and cash equivalents
Cash and cash equivalents at the beginning of the period
Cash and cash equivalents at the end of the period
Supplemental disclosure of cash flows information:
Interest paid	271	136
Conversion of convertible loan to shares	$ 783	$ 364

General

General	6 Months Ended
	Jun. 30, 2016
General [Abstract]
GENERAL	NOTE 1: GENERAL: A. EZTD Inc. (“the Company”) was incorporated in April 2002 under the laws of the State of Nevada. On June 3, 2015, the Company reincorporated in Delaware. The Company is engaged in the business of offering online trading of binary options and forex, enabling trading on contracts for differences in shares, indices, commodities and foreign exchanges. The Company’s shares were quoted on the OTCQB Marketplace in the United States under the symbol “EZTD” from 2010 until August 2013, when the Company terminated its registration under the Securities Exchange Act of 1934, as amended, and as a result the Company’s shares were quoted on the OTC Pink. The Company filed with the Securities and Exchange Commission (“SEC”) a Form 10, which became effective on August 31, 2015 and on October 30, 2015 the Company was officially quoted again in the OTCQB Marketplace. On December 30, 2015, the Company upgraded to be officially quoted in the OTCQX Marketplace. The Company conducts its operations and business with and through its active wholly-owned subsidiaries, (a) Win Global Markets Inc. (Israel) Ltd., an Israeli company, (b) WGM Services Ltd., a company registered in Cyprus (“WGM”), (c) EZ Invest Securities Ltd., a Japanese corporation, (d) SCGP Investments Limited, a Belizean company, (e) EZTD Australia PTY Ltd., an Australian company, and (f) EZ Trader, Ltd, a company registered in Vanuatu. On January 26, 2015, the Company changed its name from EZ Trader, Inc. to EZTD Inc. B. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered losses from operations and negative cash flows from operations since inception. For the six months ended June 30, 2016, the net loss attributable to the Company was $8.307 million and the negative cash flows from operations were $3.596 million. As of June 30, 2016, the Company’s obligations to customers amounted to $3.514 million, while current assets were $5.088 million. Customers may withdraw their deposits upon demand. According to regulatory requirements in Cyprus, WGM is required to maintain capital of at least €730 thousand and have funds exceeding client obligations. Funds consist of cash, segregated client cash accounts, restricted cash and receivables from credit card companies. Despite its negative cash flows, the Company has been able to secure financing to support its operations to date based on share issuances and loans. The Company plans to seek additional funds from equity issuances in order to continue its operations and to leverage its binary options business. Although there is a substantial doubt that the Company will continue as a going concern, the consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2016
Summary of Significant Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company. Operating results for the six months ended June 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. The interim condensed consolidated financial statements incorporate the financial statements of the Company and all of its subsidiaries. All intercompany balances and transactions have been eliminated on consolidation. Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Principles of consolidation The consolidated financial statements comprise the results and position of the Company and its subsidiaries. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its operating activities. In assessing control, legal and contractual rights are taken into account. The consolidated financial statements of subsidiaries are included in the consolidated financial statements from the date that control is achieved until the date that control ceases. Intercompany transactions and balances are eliminated upon consolidation. Reclassifications Clearance expenses in the comparative figures have been reclassified from sales and marketing expenses to finance expenses to conform to the current presentation. Following the Company's reverse stock split, described in note 6, the comparative loss per share for the period of six and three months ended June 30, 2015 was amended from $0.03 to $0.80, and from $0.01 to $0.41, respectively. Recently Issued Accounting Pronouncements: In March 2016, the Financial Accounting Standard Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2016-09, “Improvements to Employee Share-Based Payment Accounting”, which revises the guidance in ASC 718, Compensation - Stock Compensation, and will change how companies account for certain aspects of share-based payments to employees, including the income tax impact, classification on the statement of cash flows and forfeitures. The guidance is effective for reporting periods (interim and annual) beginning after December 15, 2017, for public companies. Early adoption is permitted. The Company is currently assessing the potential impact of this ASU on its consolidated financial position and results of operations. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”, which establishes the principles to report transparent and economically neutral information about the assets and liabilities that arise from leases. This guidance results in a more faithful representation of the rights and obligations arising from operating and capital leases by requiring lessees to recognize the lease assets and lease liabilities that arise from leases in the statement of financial position and to disclose qualitative and quantitative information about lease transactions, such as information about variable lease payments and options to renew and terminate leases. This guidance is effective prospectively for interim and annual periods beginning after December 15, 2018. Early adoption is permitted. The new guidance must be adopted using a modified retrospective approach. The Company is currently assessing the impact of this guidance. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10) (“ASU 2016-01”), which updates certain aspects of recognition, measurement, presentation and disclosure of financial instruments. ASU 2016-01 will be effective for the Company beginning in its first quarter of 2019. The Company is currently assessing the potential impact of this ASU on its consolidated financial position and results of operations. In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial statements - Going concern (subtopic 205-40), Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern”. The new standard provides guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. ASU 2014-15 applies prospectively to annual periods ending after December 15, 2016, and to annual periods thereafter. Early application is permitted. The Company is currently evaluating the impact of the adoption of ASU 2014-15 on its consolidated financial statements.

Fair Value Measurement

Fair Value Measurement	6 Months Ended
	Jun. 30, 2016
Fair Value Measurement [Abstract]
FAIR VALUE MEASUREMENT	NOTE 3 - FAIR VALUE MEASUREMENT: The Company measures fair value and discloses fair value measurements for financial and non-financial assets and liabilities. Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The accounting standard establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below: Level 1 Level 2 Level 3 In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and considers counterparty credit risk in its assessment of fair value. Items carried at fair value as of June 30, 2016 and December 31, 2015 are classified in the table below in one of the three categories described above. Fair value measurements using input type June 30, 2016 U.S. Dollars (in thousands) Level 1 Level 2 Level 3 Total Segregated client cash accounts 2,617 - - 2,617 Restricted cash 55 - - 55 Financial liabilities - Forex - (1,208 ) - (1,208 ) Financial liabilities - Binary - - (227 ) (227 ) 2,672 (1,208 ) (227 ) 1,237 The Company measures changes in the fair value of “long term options” (classified as financial liabilities) through profit or loss using valuation techniques. Total gain for the period recognized in earnings amounted to $1,112 thousand and total unrealized gain related to those financial liabilities at the end of the period recognized in earnings amounted to $340 thousand. All instruments were issued during the period and no transfers took place into or out of Level 3 during the period. The following table summarizes the Level 3 Roll-Forward: Financial liabilities - Binary as of December 31, 2015 Net realized / unrealized gain Issuance Transfers Settlements (realized gain) Financial liabilities - Binary as of June 30, 2016 Unrealized gain- still U.S. Dollars (in thousands) Derivative options based on commodities (5 ) 56 (105 ) - 39 (11 ) 17 Derivative options based on exchange differences (23 ) 233 (439 ) - 162 (48 ) 71 Derivative options based on equity shares (81 ) 823 (1,547 ) - 571 (168 ) 252 Total (109 ) 1,112 (2,091 ) - 772 (227 ) 340 This fair value measurement of the derivatives in the table above is based on significant unobservable inputs (other than quoted prices in active markets that are observable for liability) The Company’s financial liabilities are evaluated on a quarterly basis by the Company’s Finance Department based upon the Rubenstein and Reiner pricing model for cash-or-nothing options in determining fair value. These evaluations are independently reviewed on an annual basis by an independent third party. Any changes in fair value of financial liabilities are recorded in the consolidated statement of operations. Changes in fair value of financial liability are recorded in consolidated statement of operations. The measurement of financial liabilities classified within Level 3 of the fair value hierarchy is evaluated by the head of the Company’s risk department and the Company’s Chief Financial Officer. Measurements deemed necessary are reviewed by the Board of Directors. The following table summarizes the valuation techniques and inputs for Level 3 fair value measurements. Fair Weighted Liabilities value Methodology Input Average Derivative options based on $ 11 Cash or Nothing- option model Expected volatility 25 % commodities Risk-free interest rate 0.25 % Expected contractual life 0.27 Derivative options based on $ 48 Cash or Nothing- option model Expected volatility 15 % exchange differences Risk-free interest rate 0.25 % Expected contractual life 0.39 Derivative options based on $ 168 Cash or Nothing- option model Expected volatility 28 % equity shares Risk-free interest rate 0.25 % Expected contractual life 0.32 The following section describes the ranges of the most significant unobservable inputs used by the Company in Level 3 fair value measurements. The level of aggregation and the diversity of instruments held by the Company lead to a wide range of unobservable input that may not be evenly distributed across the Level 3 liabilities. Volatility generally depends on the tenor of the underlying instrument and the strike price or level defined in the contract. Volatilities for certain combinations of tenor and strike price are not observable. Generally, as the volatility increases in the long term positions the value of the derivative increases; the inverse is also true. Some instruments are more sensitive to changes in volatility than others. For example, an at-the-money option would experience a larger percentage change in its fair value than a deep-in-the-money option. In addition, the fair value of an option with more than one underlying security depends on the volatility of the individual underlying securities. Specific volatility inputs vary widely by asset type. For example, ranges for foreign exchange volatility are generally lower and narrower than equity volatility. Equity instruments (stock) volatilities are wider due to the nature of the stock market and the terms of certain exotic instruments. For most instruments, the interest rate volatility input is on the lower end of the range; however, for certain structured or exotic instruments (such as market-linked asset or exotic interest rate derivatives), the range is much wider. Volatility represents the speed and severity of market price changes and is a key factor in pricing options. Typically, instruments can become more expensive if volatility increases. For example, as an index becomes more volatile, the cost to maintaining a given level of exposure increases because more frequent rebalancing of the portfolio is required. Fair value measurements using input type December 31, 2015 U.S. Dollars (in thousands) Level 1 Level 2 Level 3 Total Segregated client cash accounts 1,501 - - 1,501 Restricted cash 42 - - 42 Financial liabilities - Binary - - (109 ) (109 ) 1,543 - (109 ) 1,434

Convertible Loans

Convertible Loans	6 Months Ended
	Jun. 30, 2016
Convertible Loans [Abstract]
CONVERTIBLE LOANS	NOTE 4 - CONVERTIBLE LOANS: A. On February 13 and 27, 2014, the Company entered into a Convertible Loan Agreement with some of its shareholders and new investors, in which it borrowed an aggregate amount of $2.8 million. The loans are convertible into a total of 265,451 (in fixed dollar conversion price and fixed Euro - Dollar currency exchange rate) common shares of the Company. Some of the loans are indexed to the Euro, and all of the loans bear interest at an annual rate of 10%. The Company shall repay the loan amount and the interest, in one lump sum, on the “Final Repayment Day”, which is 12 months after the applicable closing date or, if extended by the lender, 24 months from the applicable closing date. The Company recorded issuance costs of approximately $154 thousand, which are amortized using the effective rate of the loan over the loan period. As of June 30, 2016, In 2015, the Company repaid $408 thousand of the February 2014 loans and $364 thousand of the February 2014 loans were converted into 34,686 shares of common stock. The remaining $2 million in loans were extended for one additional year to be repaid with interest in February 2016, in consideration of the issuance of an additional 42,857 warrants at an exercise price of $10.50 per share. In April 2016, $500 thousand of the February 2014 loans were repaid. In March 2016, €364 thousand of the February 2014 loans were converted into 55,556 shares of common stock. In March 2016 the Company and one of the lenders under the Convertible Loan Agreement dated February 2014 agreed to extend the payment date of $1 million, under the same terms until February 13, 2017 with a yearly interest of 5%. In addition, one of the lenders under the Convertible Loan Agreement dated February 27, 2014, elected to convert $500 thousand into 55,556 shares of common stock of the Company. On April 7, 2016, the Company repaid one of the February 2014 convertible loans plus interest in the amount of $590 thousand. As of June 30, 2016, the outstanding loan balance amounted to $1 million. The Company determined that the convertible loans do not fall within the scope of ASC 480-10. The embedded conversion feature and the extension clause should not be bifurcated in accordance with ASC 815. In addition, the Company followed ASC 470-20 to determine whether a beneficial conversion feature exists at loan inception and came to the conclusion that a beneficial conversion feature should not be recognized. B. On January 29, 2016, the Company entered into a convertible loan agreement pursuant to which the lender loaned the Company the principal amount of $1.436 million. The loan matures in January 2017, and bears an annual interest rate of 12%, to be paid together with the outstanding principal in one lump sum. The loan is convertible into 249,967 shares of common stock of the Company. The Company determined that the convertible loans do not fall within the scope of ASC 480-10. The embedded conversion feature and the extension clause should not be bifurcated in accordance with ASC 815. In addition, the Company followed ASC 470-20 to determine whether a beneficial conversion feature exists at loan inception and came to the conclusion that a beneficial conversion feature should not be recognized.

Contingencies

Contingencies	6 Months Ended
	Jun. 30, 2016
Contingencies [Abstract]
CONTINGENCIES	NOTE 5 CONTINGENCIES: A. On June 17, 2015, Feyenoord Rotterdam N.V. (“Feyenoord”) instituted an arbitration proceeding against the Company before the Netherlands Arbitration Institute in Rotterdam, the Netherlands. B. On January 11, 2016, the Company received a written “Wells Notice” from SEC staff (the “Staff”) indicating its preliminary determination to recommend that the SEC file an action against the Company for violations of certain federal securities laws primarily related to its binary options platform. A Wells Notice is neither a formal allegation of wrongdoing nor a finding that any violations of law have occurred. Rather, it provides the Company with an opportunity to respond to issues raised by the Staff and offer its perspective prior to any Commission decision to institute proceedings. If the Staff makes a recommendation to the SEC to file an action against the Company, the recommendations may involve a civil injunctive action, public administrative proceeding, and/or cease-and-desist proceeding. The SEC may also seek remedies that include an injunction and/or cease and desist order, disgorgement, pre-judgment interest, and civil money penalties. On February 3, 2016, the Company submitted a written submission to the Staff setting forth reasons why the proposed enforcement should not be filed. At this time the Company is unable to predict the outcome of the investigation, any potential enforcement actions or any other impact on the Company that may arise as a result of such investigation. A proper provision was included in the Company's condensed consolidated financial statements. C. The Company evaluates estimated losses for indemnifications due to product infringement under FASB Topic ASC 450 “Contingencies.” At this time, it is not possible to determine the maximum potential amount under these indemnification clauses due to lack of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Such indemnification agreements may not be subject to maximum loss clauses. Historically, the Company has not incurred material costs as a result of obligations under these agreements and has not accrued any liabilities related to such indemnification obligations in the Company’s financial statements.

Share Capital

Share Capital	6 Months Ended
	Jun. 30, 2016
Share Capital [Abstract]
SHARE CAPITAL	NOTE 6 - SHARE CAPITAL: A. On February 11, 2016, the Company’s Board of Directors and stockholders approved (1) an amendment to the Company’s Certificate of Incorporation to reduce the Company’s authorized Common Stock from 300,000,000 shares, with a par value of $0.001 per share, to 10,000,000 shares with a par value of $0.03 per share (the “Amendment”), and (2) a 1-for-30 reverse stock split of the Company’s issued and outstanding shares of Common Stock, such that each 30 shares of Common Stock held by stockholders of record on April 7, 2016 will be combined into one share of Common Stock, except to the extent that such actions result in any of the Company’s stockholders holding a fractional share of Common Stock (in which instance, because such stockholder’s number of shares is not evenly divisible by the 30:1 ratio, such stockholder will be automatically entitled to receive an additional fraction of a share of common stock to round up to the next whole share) (the “Reverse Stock Split”). On April 7, 2016, the Reverse Stock Split became effective. The number of shares and per share amounts for the prior periods presented below have been retroactively restated to reflect the Reverse Stock Split. B. During the six months ended June 30, 2016, the Company granted 86,000 options to employees in accordance with the terms and conditions of the Company’s 2004 Global Share Option Plan. C. On March 31, 2016, the Company entered into a securities purchase agreement with Compagnie Financiere St. Exupery Sicav-Sif, as purchaser, providing for the issuance and sale by the Company to the purchaser, in a private placement, of an aggregate of 1,000,000 shares of the Company’s common stock at a price of $6.00 per share, corresponding to an aggregate purchase price of $6 million, and a warrant to purchase up to an additional 888,889 shares of the Company’s common stock at an exercise price of $6.75 per share, which is exercisable 6 months after the closing.

Related Parties

Related Parties	6 Months Ended
	Jun. 30, 2016
Related Parties [Abstract]
RELATED PARTIES	NOTE 7 - RELATED PARTIES: Transactions Six months ended 2016 2015 U.S. Dollars (in thousands) Stock-based compensation 337 509 Management fees (1), salaries (2), and bonuses (3) 770 737 1,107 1,246 Balances June 30, December 31, 2016 2015 U.S. Dollars (in thousands) Accrued fees and bonuses (32 ) 33 (1) Management fees of $127 thousand and $126 thousand for the six month periods ended June 30, 2016 and 2015, respectively, were paid to the Company’s Chief Executive Officer (“CEO”) for each of the six month periods ended June 30, 2016 and 2015. (2) Salaries were paid to the Company’s CEO and Media Manager in the amounts of $56 thousand and $32 thousand, respectively, for the six month period ended June 30, 2016. Salaries were paid to the Company’s CEO and Media Manager in the amounts of $73 thousand and $38 thousand, respectively, for the six month period ended June 30, 2015. Fees of $149 thousand and $142 thousand were paid to the Company’s directors, for the six month periods ended June 30, 2016 and 2015, respectively. (3) Bonuses were paid to Company’s CEO in the amount of $172 thousand and $156 thousand for the six month periods ended June 30, 2016 and 2015, respectively, pursuant to the terms of the consulting agreement by and between the Company and Citron Investments Ltd., dated as of September 23, 2008, as amended; bonuses were paid to the Company’s Media Manager in the amount of $234 thousand and $202 thousand for the six month periods ended June 30, 2016 and 2015, respectively, pursuant to the terms of the consulting agreement by and between the Company and Yariv Citron Marketing Ltd. dated as of October 1, 2014.

Summary of Significant Accoun13

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2016
Summary of Significant Accounting Policies [Abstract]
Basis of presentation	Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company. Operating results for the six months ended June 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. The interim condensed consolidated financial statements incorporate the financial statements of the Company and all of its subsidiaries. All intercompany balances and transactions have been eliminated on consolidation.
Use of Estimates	Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.
Principles of consolidation	Principles of consolidation The consolidated financial statements comprise the results and position of the Company and its subsidiaries. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its operating activities. In assessing control, legal and contractual rights are taken into account. The consolidated financial statements of subsidiaries are included in the consolidated financial statements from the date that control is achieved until the date that control ceases. Intercompany transactions and balances are eliminated upon consolidation.
Reclassifications	Reclassifications Clearance expenses in the comparative figures have been reclassified from sales and marketing expenses to finance expenses to conform to the current presentation. Following the Company's reverse stock split, described in note 6, the comparative loss per share for the period of six and three months ended June 30, 2015 was amended from $0.03 to $0.80, and from $0.01 to $0.41, respectively.
Recently Issued Accounting Pronouncements:	Recently Issued Accounting Pronouncements: In March 2016, the Financial Accounting Standard Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2016-09, “Improvements to Employee Share-Based Payment Accounting”, which revises the guidance in ASC 718, Compensation - Stock Compensation, and will change how companies account for certain aspects of share-based payments to employees, including the income tax impact, classification on the statement of cash flows and forfeitures. The guidance is effective for reporting periods (interim and annual) beginning after December 15, 2017, for public companies. Early adoption is permitted. The Company is currently assessing the potential impact of this ASU on its consolidated financial position and results of operations. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”, which establishes the principles to report transparent and economically neutral information about the assets and liabilities that arise from leases. This guidance results in a more faithful representation of the rights and obligations arising from operating and capital leases by requiring lessees to recognize the lease assets and lease liabilities that arise from leases in the statement of financial position and to disclose qualitative and quantitative information about lease transactions, such as information about variable lease payments and options to renew and terminate leases. This guidance is effective prospectively for interim and annual periods beginning after December 15, 2018. Early adoption is permitted. The new guidance must be adopted using a modified retrospective approach. The Company is currently assessing the impact of this guidance. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10) (“ASU 2016-01”), which updates certain aspects of recognition, measurement, presentation and disclosure of financial instruments. ASU 2016-01 will be effective for the Company beginning in its first quarter of 2019. The Company is currently assessing the potential impact of this ASU on its consolidated financial position and results of operations. In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial statements – Going concern (subtopic 205-40), Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern”. The new standard provides guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. ASU 2014-15 applies prospectively to annual periods ending after December 15, 2016, and to annual periods thereafter. Early application is permitted. The Company is currently evaluating the impact of the adoption of ASU 2014-15 on its consolidated financial statements.

Fair Value Measurement (Tables)

Fair Value Measurement (Tables)	6 Months Ended
	Jun. 30, 2016
Fair Value Measurement [Abstract]
Summary of fair value measurement three categories	Fair value measurements using input type June 30, 2016 U.S. Dollars (in thousands) Level 1 Level 2 Level 3 Total Segregated client cash accounts 2,617 - - 2,617 Restricted cash 55 - - 55 Financial liabilities - Forex - (1,208 ) - (1,208 ) Financial liabilities - Binary - - (227 ) (227 ) 2,672 (1,208 ) (227 ) 1,237
Summary of fair value measurement Level 3 Roll-Forward	Financial liabilities - Binary as of December 31, 2015 Net realized / unrealized gain Issuance Transfers Settlements (realized gain) Financial liabilities - Binary as of June 30, 2016 Unrealized gain- still U.S. Dollars (in thousands) Derivative options based on commodities (5 ) 56 (105 ) - 39 (11 ) 17 Derivative options based on exchange differences (23 ) 233 (439 ) - 162 (48 ) 71 Derivative options based on equity shares (81 ) 823 (1,547 ) - 571 (168 ) 252 Total (109 ) 1,112 (2,091 ) - 772 (227 ) 340
Summary of valuation techniques and inputs for Level 3 fair value measurements	Fair Weighted Liabilities value Methodology Input Average Derivative options based on $ 11 Cash or Nothing- option model Expected volatility 25 % commodities Risk-free interest rate 0.25 % Expected contractual life 0.27 Derivative options based on $ 48 Cash or Nothing- option model Expected volatility 15 % exchange differences Risk-free interest rate 0.25 % Expected contractual life 0.39 Derivative options based on $ 168 Cash or Nothing- option model Expected volatility 28 % equity shares Risk-free interest rate 0.25 % Expected contractual life 0.32
Summary of unobservable input fair value measurements	Fair value measurements using input type December 31, 2015 U.S. Dollars (in thousands) Level 1 Level 2 Level 3 Total Segregated client cash accounts 1,501 - - 1,501 Restricted cash 42 - - 42 Financial liabilities - Binary - - (109 ) (109 ) 1,543 - (109 ) 1,434

Related Parties (Tables)

Related Parties (Tables)	6 Months Ended
	Jun. 30, 2016
Related Parties [Abstract]
Schedule of related party transactions	Transactions Six months ended 2016 2015 U.S. Dollars (in thousands) Stock-based compensation 337 509 Management fees (1), salaries (2), and bonuses (3) 770 737 1,107 1,246 Balances June 30, December 31, 2016 2015 U.S. Dollars (in thousands) Accrued fees and bonuses (32 ) 33 (1) Management fees of $127 thousand and $126 thousand for the six month periods ended June 30, 2016 and 2015, respectively, were paid to the Company’s Chief Executive Officer (“CEO”) for each of the six month periods ended June 30, 2016 and 2015. (2) Salaries were paid to the Company’s CEO and Media Manager in the amounts of $56 thousand and $32 thousand, respectively, for the six month period ended June 30, 2016. Salaries were paid to the Company’s CEO and Media Manager in the amounts of $73 thousand and $38 thousand, respectively, for the six month period ended June 30, 2015. Fees of $149 thousand and $142 thousand were paid to the Company’s directors, for the six month periods ended June 30, 2016 and 2015, respectively. (3) Bonuses were paid to Company’s CEO in the amount of $172 thousand and $156 thousand for the six month periods ended June 30, 2016 and 2015, respectively, pursuant to the terms of the consulting agreement by and between the Company and Citron Investments Ltd., dated as of September 23, 2008, as amended; bonuses were paid to the Company’s Media Manager in the amount of $234 thousand and $202 thousand for the six month periods ended June 30, 2016 and 2015, respectively, pursuant to the terms of the consulting agreement by and between the Company and Yariv Citron Marketing Ltd. dated as of October 1, 2014.

General (Details)

General (Details) € in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016USD ($)	Jun. 30, 2015USD ($)	Jun. 30, 2016USD ($)	Jun. 30, 2015USD ($)	Jun. 30, 2016EUR (€)	Dec. 31, 2015USD ($)
General (Textual)
Net loss attributable to the company	$ (4,935)	$ (1,285)	$ (8,307)	$ (2,537)
Negative cash flows from operations			(3,596)	$ (1,458)
Obligation to customers	3,514		3,514			$ 3,922
Capital | €					€ 730
Total current assets	$ 5,088		$ 5,088			$ 4,273

Summary of Significant Accoun17

Summary of Significant Accounting Policies (Details) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Summary Of Significant Accounting Policies Textual [Abstract]
Comparative loss per share	$ (0.99)	$ (0.41)	$ (1.88)	$ (0.80)
Maximum [Member]
Summary Of Significant Accounting Policies Textual [Abstract]
Comparative loss per share		0.41		0.80
Minimum [Member]
Summary Of Significant Accounting Policies Textual [Abstract]
Comparative loss per share		$ 0.01		$ 0.03

Fair Value Measurement (Details

Fair Value Measurement (Details) - USD ($) $ in Thousands	Jun. 30, 2016	Dec. 31, 2015
Fair Value, Option, Qualitative Disclosures Related to Election [Line Items]
Segregated client cash accounts	$ 2,617	$ 1,501
Restricted cash	55	42
Financial liabilities - Forex	(1,208)
Financial liabilities - Binary	(227)	(109)
Total fair value of assets and liability	1,237	1,434
Level 1 [Member]
Fair Value, Option, Qualitative Disclosures Related to Election [Line Items]
Segregated client cash accounts	2,617	1,501
Restricted cash	55	42
Financial liabilities - Forex
Financial liabilities - Binary
Total fair value of assets and liability	2,672	1,543
Level 2 [Member]
Fair Value, Option, Qualitative Disclosures Related to Election [Line Items]
Segregated client cash accounts
Restricted cash
Financial liabilities - Forex	(1,208)
Financial liabilities - Binary
Total fair value of assets and liability	(1,208)
Level 3 [Member]
Fair Value, Option, Qualitative Disclosures Related to Election [Line Items]
Segregated client cash accounts
Restricted cash
Financial liabilities - Forex
Financial liabilities - Binary	(227)	(109)
Total fair value of assets and liability	$ (227)	$ (109)

Fair Value Measurement (Detai19

Fair Value Measurement (Details 1) $ in Thousands	6 Months Ended
	Jun. 30, 2016USD ($)
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Financial liabilities - Binary, Beginning balance	$ 109
Net realized / unrealized gain	1,112
Issuance	(2,091)
Transfers out of (into) Level 3
Settlements (realized gain)	772
Financial liabilities - Binary, Ending balance	227
Unrealized gain- still held	340
Level 3 [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Financial liabilities - Binary, Beginning balance	109
Financial liabilities - Binary, Ending balance	227
Level 3 [Member] | Derivative options based on equity shares [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Financial liabilities - Binary, Beginning balance	(81)
Net realized / unrealized gain	823
Issuance	(1,547)
Transfers out of (into) Level 3
Settlements (realized gain)	571
Financial liabilities - Binary, Ending balance	(168)
Unrealized gain- still held	252
Level 3 [Member] | Derivative options based on commodities [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Financial liabilities - Binary, Beginning balance	(5)
Net realized / unrealized gain	56
Issuance	(105)
Transfers out of (into) Level 3
Settlements (realized gain)	39
Financial liabilities - Binary, Ending balance	(11)
Unrealized gain- still held	17
Level 3 [Member] | Derivative options based on exchange differences [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Financial liabilities - Binary, Beginning balance	(23)
Net realized / unrealized gain	233
Issuance	(439)
Transfers out of (into) Level 3
Settlements (realized gain)	162
Financial liabilities - Binary, Ending balance	(48)
Unrealized gain- still held	$ 71

Fair Value Measurement (Detai20

Fair Value Measurement (Details 2) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2016	Dec. 31, 2015
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Fair value	$ 227	$ 109
Level 3 [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Fair value	227	109
Level 3 [Member] | Derivative options based on equity shares [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Fair value	$ (168)	(81)
Methodology	Cash or Nothing- option model
Expected volatility	28.00%
Risk-free interest rate	0.25%
Expected contractual life	3 months 26 days
Level 3 [Member] | Derivative options based on commodities [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Fair value	$ (11)	(5)
Methodology	Cash or Nothing- option model
Expected volatility	25.00%
Risk-free interest rate	0.25%
Expected contractual life	3 months 7 days
Level 3 [Member] | Derivative options based on exchange differences [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Fair value	$ (48)	$ (23)
Methodology	Cash or Nothing- option model
Expected volatility	15.00%
Risk-free interest rate	0.25%
Expected contractual life	4 months 21 days

Fair Value Measurement (Detai21

Fair Value Measurement (Details Textual) $ in Thousands	6 Months Ended
	Jun. 30, 2016USD ($)
Fair Value Measurement (Textual)
Total gain recognized in earnings	$ 1,112
Total unrealized gain recognized in earnings	$ 340

Convertible Loans (Details)

Convertible Loans (Details) $ / shares in Units, € in Thousands, $ in Thousands	Apr. 07, 2016USD ($)	Jan. 29, 2016USD ($)shares	Apr. 30, 2016USD ($)	Mar. 31, 2016USD ($)shares	Mar. 31, 2016EUR (€)shares	Feb. 29, 2016$ / sharesshares	Feb. 27, 2014USD ($)shares	Jun. 30, 2016USD ($)	Jun. 30, 2015USD ($)shares
Convertible Loans (Textual)
Conversion of loan into shares | shares				55,556	55,556
Conversion of loan amount | €					€ 364
Convertible Loan Agreement [Member]
Convertible Loans (Textual)
Convertible loans		$ 1,436		$ 1,000			$ 2,800
Debt instrument maturity date		Jan. 31, 2017		Feb. 13, 2017	Feb. 13, 2017
Debt instrument interest percentage		12.00%		5.00%			10.00%
Conversion of loan into shares | shares		249,967		55,556	55,556		265,451		34,686
Repayments of debt	$ 590		$ 500						$ 408
Conversion of loan amount				$ 500					$ 364
Issuance costs								$ 154
Outstanding loan balance								1,000
Warrants exercise price | $ / shares						$ 10.50
Warrants exercisable into common shares | shares						42,857
Debt instrument description						The remaining $2 million in loans were extended for one additional year to be repaid with interest in February 2016
Convertible Loans Agreement One [Member]
Convertible Loans (Textual)
Outstanding loan balance								$ 1,344

Share Capital (Details)

Share Capital (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	6 Months Ended
	Mar. 31, 2016	Jun. 30, 2016
Stock option [Member]
Share Capital (Textual)
Stock option granted		86,000
Share capital [Member] | Private Placement [Member]
Share Capital (Textual)
Number of warrants exercised	888,889
Exercise price of warrants	$ 6.75
Term of warrants	6 months
Share price	$ 6
Shares issued	1,000,000
Issuance of shares	$ 6
Share capital [Member] | Board of Directors [Member]
Share Capital (Textual)
Description of amendment certificate of incorporation		(1) an amendment to the Company's Certificate of Incorporation to reduce the Company's authorized Common Stock from 300,000,000 shares, with a par value of $0.001 per share, to 10,000,000 shares with a par value of $0.03 per share (the "Amendment"), and (2) a 1-for-30 reverse stock split of the Company's issued and outstanding shares of Common Stock, such that each 30 shares of Common Stock held by stockholders of record on April 7, 2016 will be combined into one share of Common Stock, except to the extent that such actions result in any of the Company's stockholders holding a fractional share of Common Stock (in which instance, because such stockholder's number of shares is not evenly divisible by the 30:1 ratio, such stockholder will be automatically entitled to receive an additional fraction of a share of common stock to round up to the next whole share) (the "Reverse Stock Split").

Related Parties (Details)

Related Parties (Details) - USD ($) $ in Thousands		6 Months Ended
		Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015
Transactions [Member]
Related Party Transaction [Line Items]
Stock-based compensation		$ 337	$ 509
Management fees (1), salaries (2), and bonuses (3)	[1],[2],[3]	770	737
Related parties		1,107	$ 1,246
Balances [Member]
Related Party Transaction [Line Items]
Accrued fees and bonuses		$ (32)		$ 33
[1]	Bonuses were paid to Company's CEO in the amount of $172 thousand and $156 thousand for the six month periods ended June 30, 2016 and 2015, respectively, pursuant to the terms of the consulting agreement by and between the Company and Citron Investments Ltd., dated as of September 23, 2008, as amended; bonuses were paid to the Company's Media Manager in the amount of $234 thousand and $202 thousand for the six month periods ended June 30, 2016 and 2015, respectively, pursuant to the terms of the consulting agreement by and between the Company and Yariv Citron Marketing Ltd. dated as of October 1, 2014.
[2]	Management fees of $127 thousand and $126 thousand for the six month periods ended June 30, 2016 and 2015, respectively, were paid to the Company's Chief Executive Officer ("CEO") for each of the six month periods ended June 30, 2016 and 2015.
[3]	Salaries were paid to the Company's CEO and Media Manager in the amounts of $56 thousand and $32 thousand, respectively, for the six month period ended June 30, 2016. Salaries were paid to the Company's CEO and Media Manager in the amounts of $73 thousand and $38 thousand, respectively, for the six month period ended June 30, 2015. Fees of $149 thousand and $142 thousand were paid to the Company's directors, for the six month periods ended June 30, 2016 and 2015, respectively.

Related Parties (Details Textua

Related Parties (Details Textual) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
CEO [Member]
Related Party Transaction [Line Items]
Management fees	$ 127	$ 126
Salaries	56	73
Bonuses	172	156
Media manager [Member]
Related Party Transaction [Line Items]
Salaries	32	38
Bonuses	234	202
Director [Member]
Related Party Transaction [Line Items]
Fees	$ 149	$ 142