SUBSEQUENT EVENTS | NOTE 9 - SUBSEQUENT EVENTS: The Company entered into a convertible loan agreement with Finandrea S.P.A., as lender, dated as of October 10, 2016, pursuant to which the lender loaned the Company the principal amount of $1.1 million. The loan matures in October 2017, and bears an annual interest rate of 8%, to be paid together with the outstanding principal in one lump sum. The loan is convertible into 160,025 shares of common stock of the Company. In addition the Company issued to one of its investors 16,667 warrants at an exercise price of $6.00 per share, to expire 5 years from the date of issuance. On October 27, 2016, the Company entered into a Subscription Agreement dated as of October 19, 2016 (the “Subscription Agreement”) with WinnerOption Ltd., a company organized and existing under the laws of the State of Israel (“WinnerOption”), providing for the issuance and sale by WinnerOption to the Company, in a private placement, of an aggregate of 4,996 Ordinary Shares of WinnerOption stock, or approximately 19.99% of WinnerOption’s outstanding Ordinary Shares (collectively, the “Shares”) valued at approximately $1,000,000, in exchange for the Company’s contribution of: (i) certain of its intellectual property relating to social gaming technology, and (ii) payment of $276,000 in cash to WinnerOption at such times after the date of the Subscription Agreement as determined by the Company in consultation with WinnerOption. As a result of its acquisition of the Shares, the Company is subject to the terms of the Shareholders Agreement of WinnerOption (the “Shareholders Agreement”), which includes customary terms and provisions governing the Company’s ownership of the Shares, including restrictions on transferability of the Shares. The Shareholders Agreement also entitles the Company to designate one out of the four directors to serve on WinnerOption’s board of directors. Shimon Citron, the Company’s CEO, is the current controlling shareholder and a director of WinnerOption. The terms of the transaction between the Company and WinnerOption were approved by a Special Committee of the Company’s Board of Directors of which Mr. Citron was not a member. The net book value of capitalized costs of as of September 30, 2016 and as of December 31, 2015 are $327,000 and $248,000, respectively. On February 3, 2016, with respect to the matter described in Note 5.B., the Company submitted a written submission to the Staff setting forth reasons why the proposed enforcement should not be filed. Subsequently, the Company determined to make an offer of settlement, without an admission or denial of liability, and that offer was accepted by the SEC on November 10, 2016. On that same date, and in connection with the settlement, an Administrative Court of the SEC issued an order (the “Order”) that the binary options sold by the Company to U.S. customers between 2011 and 2014, and that the Company’s failure to register its binary options or register as a broker-dealer, were violations of U.S. securities laws. The Order also provided that certain disclosures to the Company’s customers regarding the binary option platform were inadequate. The Order did not contain any findings of fraud. The Wells Notice, settlement offer and Order do not relate to the current business operations of the Company. EZTD had closed its platform to new U.S. customers in January of 2014, and by the end of the third quarter of 2014, the Company had prohibited existing U.S. customers from making additional deposits to their accounts. Accordingly, the SEC proceedings concerned only historical business operations. The Order censures the Company, and requires that it cease and desist from committing or causing any violations and any future violations of Section 10(a)(1) of the Exchange Act and Sections 5(a), 5(c) and 17(a)(2) of the Securities Act of 1933, as amended. The Order further requires that the Company pay disgorgement fees of $1,515,858 reflecting revenues earned during the period in which the Company operated its binary option platform in the United States, together with prejudgment interest of $57,691 and a civil monetary penalty in the amount of $200,000 to the SEC, in twelve monthly installments, within one year from the Order Date. The Company will make its first payment of $147,796 by November 20, 2016, and starting the second month after the Order Date, the Company will pay the remaining eleven monthly installments of $147,796 on the last date of each month. A proper provision was previously included in the Company's condensed consolidated financial statements. |