Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 27, 2020 | Jun. 28, 2019 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Cuentas Inc. | ||
Entity Central Index Key | 0001424657 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Current Reporting Status | Yes | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Common Stock, Shares Outstanding | 6,071,285 | ||
Entity File Number | 333-148987 | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation, State or Country Code | FL | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 1,866,858 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 16 | $ 154 |
Marketable securities | 1 | 79 |
Trade account receivables, net | 3,673 | |
Related parties | 54 | 36 |
Other current assets | 94 | 91 |
Total current assets | 165 | 4,033 |
Property and Equipment, net (Note 4) | 5 | 13 |
Intangible Assets (Note 2) | 9,000 | 1,924 |
Total assets | 9,170 | 5,970 |
CURRENT LIABILITIES: | ||
Trade payable | 1,525 | 3,184 |
Other accounts liabilities (Note 5) | 741 | 2,560 |
Deferred revenue | 537 | 583 |
Notes and Loan payable | 109 | 110 |
Convertible notes payable (Note 7) | 250 | |
Derivative liability | 3 | |
Related parties' payables (Note 6) | 10 | 4,919 |
Stock based liabilities | 742 | 225 |
Total current liabilities | 3,917 | 11,581 |
Related party payables - Long term (Note 6) | 806 | |
Derivative liabilities - long term | 33 | |
TOTAL LIABILITIES | 3,917 | 12,420 |
STOCKHOLDERS' EQUITY (DEFICIT) (Note 8) | ||
Common stock subscribed | 100 | |
Common stock, authorized 360,000,000 shares, $0.001 par value; 4,639,139 and 1,588,942 issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | 5 | 2 |
Additional paid in capital | 25,246 | 12,160 |
Accumulated deficit | (19,390) | (18,070) |
Total Cuestas Inc. stockholders' equity (deficit) | 5,871 | (5,798) |
Non-controlling interest in subsidiaries | (618) | (652) |
Total stockholders' equity (deficit) | 5,253 | (6,450) |
Total liabilities and stockholders' equity (deficit) | 9,170 | 5,970 |
Series B preferred stock | ||
STOCKHOLDERS' EQUITY (DEFICIT) (Note 8) | ||
Series B preferred stock, $0.001 par value, designated 10,000,000; 10,000,000 issued and outstanding as of December 31, 2019 and 2018, respectively | $ 10 | $ 10 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Common stock, shares authorized | 360,000,000 | 360,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 4,639,139 | 1,588,942 |
Common stock, shares outstanding | 4,639,139 | 1,588,942 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares designated | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 10,000,000 | 10,000,000 |
Preferred stock, shares outstanding | 10,000,000 | 10,000,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
REVENUE | $ 967 | $ 74,650 |
COST OF REVENUE | 808 | 74,177 |
GROSS PROFIT | 159 | 473 |
OPERATING EXPENSES | ||
General and administrative | 2,305 | 3,769 |
Loss on disposal and impairment of assets | 1,917 | |
TOTAL OPERATING EXPENSES | 2,305 | 5,686 |
OPERATING LOSS | (2,146) | (5,213) |
OTHER INCOME | ||
Other income (expense), net | 2,482 | (331) |
Interest expense | (1,092) | (978) |
Gain on derivative liability | 30 | 524 |
Gain from Change in extinguishment of debt | 99 | |
Gain (loss) from Change in fair value of stock-based liabilities | (560) | 2,314 |
TOTAL OTHER INCOME, NET | 860 | 1,628 |
NET LOSS BEFORE CONTROLLING INTEREST | (1,286) | (3,585) |
NET INCOME (LOSS) ATTRIBUTILE TO NON-CONTROLLING INTEREST | (34) | 23 |
NET LOSS ATTRIBUTILE TO CUENTAS INC. | $ (1,320) | $ (3,562) |
Basic and Diluted net loss per share | $ (0.58) | $ (2.90) |
Weighted average number of basic and diluted common shares outstanding | 2,284,702 | 1,227,992 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Consolidated Statements Of Comprehensive Loss | ||
Net loss | $ (1,286) | $ (3,585) |
Other comprehensive income | ||
Adoption of ASU 2016-01 | 300 | |
Total comprehensive loss | (1,286) | (3,285) |
Comprehensive income attributable to non-controlling interest | (34) | 23 |
Comprehensive loss attributable to shareholders | $ (1,320) | $ (3,262) |
Statements of Changes In Shareh
Statements of Changes In Shareholders' Deficit - USD ($) $ in Thousands | Series B Preferred Stock | Common Stock | Common Stock to be Issued | Common Stock Subscribed | Additional Paid-in Capital | Accumulated Deficit | Other Comprehensive Loss | Total Stockholders' Deficit | Non-Controlling Interest Additional Paid-in Capital | Non-Controlling Interest Accumulated Deficit | Total Non-Controlling Interest | Total | |||
Beginning balance at Dec. 31, 2017 | $ 10 | $ 1 | $ 400 | $ 9,555 | $ (14,208) | $ (300) | $ (4,542) | $ 42 | $ (672) | $ (630) | $ (5,172) | ||||
Beginning balance, shares at Dec. 31, 2017 | 10,000,000 | 1,140,398 | |||||||||||||
Committed shares issued | [1] | (400) | 400 | ||||||||||||
Committed shares issued, shares | 39,070 | ||||||||||||||
Adoption of ASU 2016-01 | (300) | 300 | |||||||||||||
Shares issued for services | [1] | 60 | 60 | 60 | |||||||||||
Shares issued for services, shares | 13,333 | ||||||||||||||
Shares issued for conversion of debt | [1] | 37 | 37 | 37 | |||||||||||
Shares issued for conversion of debt, shares | 4,167 | ||||||||||||||
Extinguish of liability upon shares issuance | 893 | 893 | 893 | ||||||||||||
Extinguish of liability upon shares issuance, shares | 206,811 | ||||||||||||||
Issuance of common stock, net of issuance cost | [2] | $ 1 | 534 | 535 | 535 | ||||||||||
Issuance of common stock, net of issuance cost, shares | [2] | 185,163 | |||||||||||||
Warrants and Stock options compensation | 444 | 444 | 444 | ||||||||||||
Common stock subscribed | 100 | 100 | 100 | ||||||||||||
Forgiveness of imputed interest on related party payable | 237 | 237 | 1 | 1 | 238 | ||||||||||
Net income for year | (3,562) | (3,562) | (23) | (23) | (3,585) | ||||||||||
Ending balance at Dec. 31, 2018 | $ 10 | $ 2 | [1] | 100 | 12,160 | (18,070) | (5,798) | 43 | (695) | (652) | (6,450) | ||||
Ending balance, shares at Dec. 31, 2018 | 10,000,000 | 1,588,942 | |||||||||||||
Committed shares issued | [1] | [1] | (100) | 100 | |||||||||||
Committed shares issued, shares | 34,000 | ||||||||||||||
Shares issued for services | [1] | 989 | 989 | 989 | |||||||||||
Shares issued for services, shares | 409,831 | ||||||||||||||
Shares issued for conversion of debt | $ 2 | 11,016 | 10,018 | 11,018 | |||||||||||
Shares issued for conversion of debt, shares | 2,090,811 | ||||||||||||||
Shares issued for cash | [3] | $ 1 | 538 | 539 | 539 | ||||||||||
Shares issued for cash, shares | [3] | 407,645 | |||||||||||||
Shares issued due to the Rescission of the Limecom Acquisition | 376 | 376 | 376 | ||||||||||||
Shares issued due to the Rescission of the Limecom Acquisition, shares | 107,910 | ||||||||||||||
Forgiveness of imputed interest on related party payable | 67 | 67 | 67 | ||||||||||||
Net income for year | (1,320) | (1,320) | 34 | 34 | (1,286) | ||||||||||
Ending balance at Dec. 31, 2019 | $ 10 | $ 5 | $ 25,246 | $ (19,390) | $ 5,871 | $ 43 | $ (661) | $ (618) | $ 5,253 | ||||||
Ending balance, shares at Dec. 31, 2019 | 10,000,000 | 4,639,139 | |||||||||||||
[1] | less than $1. | ||||||||||||||
[2] | Issuance cost during the period were $18 | ||||||||||||||
[3] | Issuance cost during the period were $10 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (1,286) | $ (3,585) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Stock based compensation and Shares issued for services | 487 | 943 |
Imputed interest | 67 | 237 |
Available for sale securities | 78 | 171 |
Gain from extinguishment of short-term loans | (99) | |
Interest expense and Debt discount amortization | 1,017 | 72 |
Excess loss on derivative liability | (30) | (514) |
License fee amortization | 35 | |
Loss due to Settlement | 84 | |
Loss on disposal and impairment of assets | 1,917 | |
Gain on fair value measurement of stock-based liabilities | 560 | (2,314) |
Depreciation expense | 1 | 2 |
Amortization of intangible assets | 428 | |
Changes in Operating Assets and Liabilities: | ||
Accounts receivable | 18 | 3,960 |
Other receivables | (24) | 142 |
Accounts payable | (217) | (2,384) |
Related party, net | (2,356) | 84 |
Other accounts payables | 416 | 407 |
Deferred revenue | (46) | (103) |
Other long-term liabilities | ||
Net Cash Used by Operating Activities | (1,315) | (517) |
Cash Flows from Investing Activities: | ||
Purchase of equipment | (9) | |
Net Cash Provided by Investing Activities | (9) | |
Cash Flows from Financing Activities: | ||
Repayments of loans payable | (36) | |
Proceeds from (Repayments of) convertible notes | 250 | (12) |
Related parties, net | (664) | |
Proceeds from common stock subscriptions | 100 | |
Proceeds from issuance of shares, net of issuance cost | 1,591 | 535 |
Net Cash Provided by Financing Activities | 1,177 | 587 |
Net Increase (Decrease) in Cash | (138) | 61 |
Cash at Beginning of Period | 154 | 93 |
Cash at End of Period | 16 | 154 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 37 | |
Cash paid for income taxes | ||
Supplemental disclosure of non-cash financing activities | ||
Common stock issued for conversion of convertible note principal | 27 | |
Common Stock issued for conversion of convertible note issued against Other Assets | 9,000 | |
Common stock issued for conversion of convertible accrued interest | 195 | |
Common stock issued for settlement of stock-based liabilities | 735 | 893 |
Common stock issued for settlement of common stock subscribed | $ 100 | $ 400 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Cuentas, Inc. (the "Company") together with its subsidiaries, is focused on financial technology ("FINTECH") services, delivering mobile banking, online banking, prepaid debit and digital content services to unbanked, underbanked and underserved communities. The Company derives its revenue from the sales of prepaid and wholesale calling minutes. Additionally, The Company has an agreement with Interactive Communications International, Inc. ("InComm") a leading processor of general purpose reloadable ("GPR") debit cards, to market and distribute a line of GPR cards targeted towards the Latin American market. The Company was incorporated under the laws of the State of Florida on September 21, 2005 to act as a holding company for its subsidiaries. Its subsidiaries are Meimoun and Mammon, LLC (100% owned) ("M&M"), Next Cala, Inc (94% owned) ("Cala"), NxtGn, Inc. (65% owned) ("NxtGn") and Cuentas Mobile LLC (formerly Next Mobile 360, LLC. - 100% owned). Additionally, Next Cala, Inc. had a 60% interest in NextGlocal Inc. ("Next Glocal"), a subsidiary formed in May 2016 and which was dissolved on September 27, 2019. Tel3, a business segment of Meimoun and Mammon , LLC provides prepaid calling cards to consumers directly and operates in a complimentary space as Meimoun and Mammon, LLC. On October 23, 2017, the Company acquired 100% of the outstanding shares in Limecom, Inc, ("Limecom" and such acquisition, the "Limecom Acquisition") from Heritage Ventures Limited ("Heritage"). On January 30, 2019, the Company exercised a right to rescind the Acquisition, principally in an effort to reduce the Company's continuing debt obligations associated with the Acquisition. M&M was formed under the laws of the State of Florida on May 21, 2001 as a real estate investment company. During the year ended December 31, 2010, M&M began winding down real estate operations and commenced the business of providing telecommunications services. M&M acquired telecom registrations, licenses and authorities to provide telecom services to the retail and wholesale markets including sales of prepaid long-distance telecom services and Mobile Virtual Network Operator (known as MVNO) services. The services are sold under the brand name Cuentas Mobile Next Cala was formed under the laws of Florida on July 10, 2009 for the purpose of offering prepaid and reloadable debit cards to the retail market. Cala serves consumers in the underbanked and unbanked populations through Incomm, a leading provider of third-party gift cards, general purpose reloadable (known as GPR) debit cards and payment remittance services worldwide. NxtGn was formed under the laws of Florida on August 24, 2011 to develop a high definition telepresence product (known as AVYDA) which allows users to connect with celebrities, public figures, healthcare and education applications via a mobile phone, tablet or personal computer. NxtGn has entered into a joint venture with telephony platform industry leader Telarix, Inc. to develop and market the AVYDA Powered by Telarix™ HD telepresence platform. The AVYDA Powered by Telarix™ product is marketed throughout the world by the Telarix sales force. On December 6, 2017, the Company completed the formation of SDI NEXT Distribution LLC ("SDI NEXT"), in which the Company owns 51% a membership interest. The remainder of the membership interests of SDI are owned by Fisk Holdings, LLC ("Fisk"), a non-related party of the Company. The Company acts as the Managing Member of SDI NEXT. Under SDI NEXT's Operating Agreement, the Company will contribute a total of $500 to SDI Next. Fisk will contribute 30,000 active point of sale locations for distribution of retail telecommunications and prepaid financial products and services to include, but not be limited to: prepaid general-purpose reloadable cards, prepaid gift cards, prepaid money transfer, prepaid utility payments, and other prepaid products. On October 23, 2017, the Company, completed the acquisition 100% of the outstanding shares of Limecom, Inc. ("Limecom"). Limecom is a global telecommunication company, providing services to telecommunication providers from all over the world. Limecom operates a network built on internet protocol ("IP") switching equipment. It was organized as a Florida limited liability company on November 21, 2014 and was known as Limecom LLC. On September 29, 2015, Limecom converted into a Florida corporation. The Limecom Acquisition was completed for total consideration of $3,927,000 which included an issuance of 172,683 shares of the Company's common stock per value $0.001 (the "Common Stock"), which were valued at $1,295,000 as of the acquisition date. Pursuant to the Share Purchase Agreement, dated September 19, 2017 (the "Limecom Purchase Agreement") , the Company had rights to rescind the Limecom Acquisition. On January 29, 2019, the Company and Heritage entered into an amendment to the Limecom Purchase Agreement (the "Amendment") under which the parties agreed to extend the right of the Company to rescind the Limecome Acquisition at its discretion, and in connection therewith to return the shares of Limecom to Heritage in consideration for the following: (a) The 138,147 shares of Common Stock previously issued to Heritage and its stockholders will not be returned to the Company, and the remaining 34,537 shares Common Stock owed to Heritage will not be issued to Heritage. Instead, it was agreed that the Company will issue an additional 90,000 shares of Common Stock as directed by Heritage. The Company also agreed to issue 20,740 shares of the Company's restricted Common Stock to several Limecom employees in exchange for salaries due to them. (b) The $1,807,000 payment due by the Company under the Limecom Purchase Agreement will be cancelled. (c) The Employment Agreement with Orlando Taddeo as International CEO of Limecom will be terminated. (d) Heritage and Limecom agreed that the intercompany loans in the amount of $231,000 will be cancelled. On January 30, 2019, the Company rescinded the acquisition of Limecom, Inc. Therefore, and in accordance with ASC Topic 360, the Company recorded in 2018 an asset impairment charges of $1,917 which is included in the consolidated statements of operations within loss on disposal and impairment of assets; $1,334 of the total impairment charge related to Goodwill and the remaining $583 related to intangible assets Pro forma results The following are unaudited pro forma financial information for the year ended December 31, 2018 and presents the condensed consolidated statements of operations of the Company due to the rescission of the Limecome Acquisition as described above, as if the Limecom Acquisition had not occurred. The unaudited pro forma financial information is not intended to represent or be indicative of the Company's condensed consolidated statements of operations that would have been reported had the Limecom Acquisitions not been completed as of the beginning of the period presented and should not be taken as indicative of the Company's future condensed consolidated statements of operations. Year Ended December 31, 2018 Revenues $ 1,088 Net Income before controlling Interest 334 Net Income 353 Basic net income earnings per common share (in U.S Dollars) 0.30 Diluted net income earnings per common share (in U.S Dollars) $ 0.27 GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As of December 31, 2019, the Company had approximately $16 in cash and cash equivalents, approximately $3,752 in negative working capital, and an accumulated deficit of approximately $19,390. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Company's ability to continue as a going concern is dependent upon raising capital from financing transactions and revenue from operations. Management anticipates their business will require substantial additional investments that have not yet been secured. Management is continuing in the process of fund raising in the private equity and capital markets as the Company will need to finance future activities. These financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern. REVERSE SPLIT The Company completed a reverse stock split of its common stock, by filing articles of amendment to its Articles of Incorporation (the "Articles of Amendment") with the Secretary of State of Florida to effect the Reverse Stock Split on August 8, 2018. As a result of the reverse stock split, the following changes have occurred (i) every three hundred shares of common stock have been combined into one share of common stock; (ii) the number of shares of common stock underlying each common stock option, common stock warrant or any other convertible instrument of the Company have been proportionately decreased on a 300-for-1 basis, and the exercise price of each such outstanding stock option, common warrant or any other convertible instrument of the Company have been proportionately increased on a 300-for-1 basis. Accordingly, all option numbers, share numbers, warrant numbers, share prices, warrant prices, exercise prices and losses per share have been adjusted within these consolidated financial statements, on a retroactive basis, to reflect this 300-for-1 reverse stock split. No fractional shares were issued as a result of the reverse stock split. In lieu of issuing fractional shares, each holder of common stock who would otherwise have been entitled to a fraction of a share was entitled to receive one full share for the fraction of a share to which he or she was entitled. |
Cima Telecom Inc
Cima Telecom Inc | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Cima Telecom Inc | NOTE 2 – Cima Telecom Inc. On December 31, 2019, the Company entered into a series of integrated transactions to license the Platforms from CIMA, through CIMA's wholly owned subsidiaries Knetik, and Auris (the "Transaction Closing") pursuant to that certain Platform License Agreement, dated December 31, 2019 by and among (i) the Company, (ii) CIMA, (iii) Knetik and (iv) Auris (the "License Agreement") and the various other agreements listed below. License Agreement Contemporaneously with the Transaction Closing, on December 31, 2019 (the "Effective Date") the Company entered into the License Agreement. Pursuant to the License Agreement, the Company has an exclusive, non-transferable, non-sublicensable, royalty-free license to access and use the Knetik and Auris technology platforms (collectively, the "Licensed Technology") in the form provided to the Company via the Hosting Services (as defined in the License Agreement) and solely within the FINTECH space for the Company's business purposes. Under the License Agreement Cima Group received a 1-time licensing fee in the amount of $9,000 in the form of a convertible note that may be converted, at the option of Cima, into up to 25% of the total shares of Common Stock of the Company, par value $0.001 per share (the "Common Stock") on a fully diluted basis as of December 31, 2019. On December 31, 2019, CIMA exercised its option to convert the Convertible Promissory Note into 1,757,478 shares of Common Stock of the Company. Pursuant to the License Agreement, the Company shall pay CIMA annual fees for the maintenance and support services in accordance with the following schedule: (i) for the first (1st) calendar year from the Effective Date, $300 to be paid on June 30, 2020; (ii) for the second (2nd) calendar year from the Effective Date, $500 to be paid on December 31, 2020; (iii) for the third (3rd) calendar year from the Effective Date, $700 to be paid on December 31, 2021; (iv) for the fourth (4th) calendar year from the Effective Date, $1,000 to be paid on December 31, 2022; (v) for the fifth (5th) calendar year from the Effective Date, $640 to be paid on December 31, 2022; and (vi) for each calendar year thereafter, $640 to be paid on the anniversary date. Voting Agreement Contemporaneously with the Transaction Closing, on December 31, 2019, the Company entered into that certain voting agreement and proxy (the "Voting Agreement"), by and among the Company, Arik Maimon, the Company's Chief Executive Officer, Michael De Prado, the Company's President, Dinar, and CIMA. Pursuant to the Voting Agreement, each of CIMA, Dinar and Mr. De Prado shall have the right to designate one director to the Company's Board of Directors and Mr. Maimon will have the right to designate two directors to the Board as promptly as practicable after the Transaction Closing. At each meeting of the Company's stockholders at which the election of directors is to be considered, each of CIMA, Dinar, Mr. Maimon and Mr. De Prado shall have the right to designate one nominee for election at such meeting. Additionally, the Company has granted CIMA board observer rights whereby CIMA shall have the right to invite one representative to attend all meetings of the Board in a non-voting observer capacity. The size of the Board and appointee rights are subject to change in the event that the Company's shares of Common Stock become listed on the NASDAQ Capital Market (or if there is any other similar transaction which ultimately involves the listing of the Company's capital stock, whether Common Stock or any other class or series of capital stock of the Company, on any exchange affiliated with or similar to NASDAQ). Furthermore, pursuant to the Voting Agreement, each of Mr. Maimon and Mr. De Prado appointed each of CIMA and Dinar as their proxy and attorney-in-fact, with full with full power of substitution and resubstitution, to vote or act by written consent with respect to the shares of Voting Stock (as defined in the Voting Agreement) representing each individual's pro rata percentage of the CIMA Proxy Stock and Dinar Proxy Stock (as defined in the Voting Agreement), as may be recalculated from time to time subject to the terms and conditions of the Voting Agreement, until the CIMA Warrant is exercised and until the Dinar Warrant is exercised, respectively. Note and Warrant Purchase Agreement Contemporaneously with the Transaction Closing, the Company entered into a Note and Warrant Purchase Agreement (the "Purchase Agreement") by and between the Company and CIMA, pursuant to which the Company made and sold to (i) CIMA a 3% convertible promissory note (the "Convertible Promissory Note") in the principal amount of $9,000 and (ii) (a) CIMA a warrant (the "CIMA Warrant") , to purchase from the Company an aggregate of duly authorized, validly issued, fully paid and nonassessable shares (the "Shares") of common stock of the Company, par value $0.001 per share (the "Common Stock"), equal to twenty-five percent (25%) of shares of Common Stock or any other equity issued upon the conversion of the Series B preferred stock. The Purchase Agreement contained customary representations, warranties, covenants, and conditions, including indemnification. Among other conditions to closing, the Company has agreed to take all necessary steps to amend and restate its Articles of Incorporation (the "A&R Articles") and to amend and restate its Bylaws (the "A&R Bylaws") and properly file and effect such A&R Articles and A&R Bylaws with the Secretary of State of the State of Florida and the U.S. Securities and Exchange Commission, each as necessary, no later than June 30, 2020. Convertible Promissory Note Contemporaneously with the Transaction Closing, the Company made and sold to CIMA a convertible promissory note (the "CIMA Convertible Promissory Note") in accordance with the Purchase Agreement. Pursuant to the Convertible Promissory Note, at any time on or before twelve (12) months after the date of the CIMA Convertible Promissory Note, CIMA may elect in its sole and absolute discretion to convert all unpaid principal and accrued and unpaid interest under the CIMA Convertible Promissory Note into 25% of the issued and outstanding Common Stock of the Company calculated on a fully diluted basis as of the conversion date, assuming the conversion, exercise, and exchange of all equity and debt securities of the Company which are convertible into, or exercisable or exchangeable for, Common Stock of the Company, but not including the Warrants. On December 31, 2019, CIMA exercised its option to convert the Convertible Promissory Note into 1,757,478 shares of Common Stock of the Company, which constitutes 25% of the issued and outstanding shares of Common Stock of the Company calculated on a fully diluted basis as of the same date. Warrants Contemporaneously with the Transaction Closing, the Company made and sold a warrant to each of (a) CIMA (the "CIMA Warrant") and (b) Dinar (the "Dinar Warrant," and together with the CIMA Warrant, the "Warrants"), each in accordance with the Purchase Agreement. Pursuant to the Warrants, upon exercise, each of CIMA and Dinar shall be entitled to purchase from the Company, in the aggregate, an amount of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock equal to twenty-five percent (25%) of total outstanding shares of the Company on a fully-diluted basis (taking into account any warrants, options, debt convertible into shares or other rights underlying shares of the Company) as of the conversion date; provided, however, that each Warrant shall increase to include 25% of any additional shares (or warrants, options, debt convertible into shares or other rights underlying shares of the Company) of the Company only to the extent such shares are issued in breach of the Voting Agreement (as defined below). Pursuant to their terms, the Warrants are exercisable, in whole and not in part during the term commencing on December 31, 2019 and ending on the earlier of (a) thirty (30) days following the date on which the Company amends and restates its Articles of Incorporation, which is amendment and restatement is filed with and accepted by the Secretary of State of the State of Florida or (b) upon a Change of Control, as defined in the Warrants. Asset Pledge Agreement Contemporaneously with the Transaction Closing, the Company entered into an Asset Pledge Agreement with CIMA (the "Pledge Agreement"). Pursuant to the Pledge Agreement, the Company unconditionally and irrevocably pledged all of its rights, title and interest in and to the Licensed Technology and any rights and assets granted pursuant to the License Agreement to CIMA as a guarantee for the full and punctual fulfillment of its obligations under certain provisions of the Voting Agreement, and the issuance of the securities under the CIMA Convertible Promissory Note and the CIMA Warrant. Side Letter Agreement Contemporaneously with the Transaction Closing, the Company entered into a side letter agreement (the "Side Letter Agreement"), dated December 31, 2019, by and among the Company, Arik Maimon, Michael De Prado, Dinar and CIMA. Pursuant to the Side Letter Agreement, for as long as the License Agreement is in effect, the Convertible Promissory Note is outstanding and unpaid, or CIMA is a shareholder of the Company and owns at least 5% of the Company's Common Stock, in addition to any other vote or approval required under the Company's Articles of Incorporation, Bylaws, or any other agreement, each as amended from time to time, the Company has agreed not to take certain actions without certain approval thresholds of the directors appointed by CIMA, Dinar, Mr. Maimon and Mr. De Prado. These negative covenants restrict, among other things, the Company's ability to incur additional debt, alter certain employment agreements currently in place, enter into any consolidation, combination, recapitalization or reorganization transactions, and issue additional capital stock. Additionally, pursuant to the Side Letter Agreement, upon conversion of the Convertible Promissory Note by CIMA, Cuentas shall have the primary right of first refusal, and each of Dinar, Mr. De Prado and Mr. Maimon have a secondary right of first refusal, to purchase any shares of Common Stock which CIMA intends to sell to the bona fide third party purchaser on the same terms and conditions as CIMA would have sold such shares of the Company's Common Stock to any third party purchaser. Further, CIMA has a co-sale right to participate in a sale of shares of the Company's Common Stock, in the event that Mr. De Prado, Mr. Maimon or any other director or officer of the Company holding greater than 1% of the Company's Common Stock (on a fully diluted basis) proposes to sell any of his, her or its shares of Common Stock. In addition, CIMA and/or Dinar have been granted certain information rights, subject to their continued ownership of the CIMA Convertible Promissory Note or of 5% or more shares of the Company's issued and outstanding Common Stock. Furthermore, pursuant to the Side Letter Agreement, upon a successful up-listing of the Company's shares on the NASDAQ Capital Markets and once the market capitalization of the Company is greater than $50 million for a period of 10 consecutive trading days, Mr. Maimon and Mr. De Prado will have a right to earn a special bonus in the amount of $250 each. Interactive Communications International, Inc. ("InComm") On July 23, 2019, the Company entered into a five (5) year Processing Services Agreement ("PSA") with Incomm, a leading payments technology company, to power and expand the Company's GPR card network. Incomm distributes Gift and GPR Cards to over 210,000 U.S. retailers and has long standing partnerships with over 1,000 of the most recognized brands that are eligible for Cuentas' Discount Purchase Platform. Through its 94% owned subsidiary, Under the PSA, Incomm will provide processing services, Data Storage Services, Account Servicing, Reporting, Output and Hot Carding services to the Company. Processing Services will consist mainly of Authorization and Transaction Processing Services whereas InComm will process authorizations for transactions made with or on a Prepaid Product, and any payments or adjustments made to a Prepaid Product. InComm will also process Company's Data and post entries in accordance with the Specifications. Data Storage Services will consist mainly of storage of the Company's Data in a format that is accessible online by Company through APIs designated by InComm, subject to additional API and data sharing terms and conditions. Incomm will also provide Web/API services for Prepaid Cuentas GPR applications and transactions. In consideration for Incomm's services the company will pay an initial Program Setup & Implementation Fees in the amount of $500, which of $300will be paid at the earlier of the Launch Date or three (3) months after contract execution, then $50,000 each at the beginning of the second, third, fourth and fifth anniversary of the agreement. In addition, the Company will pay a minimum monthly fee of $30 starting on the fourth month of the first year following the launch of the Cuentas GPR card, $50 during the second year following the launch of the Cuentas GPR card and $75 thereafter. The Company will as also pay 0.25% of all funds added to the Cuentas GPR cards, excluding Vanilla Direct Reload Network and an API Services fee of $0.005 per transaction. The Company may pay other fees as agreed between the Company and Incomm. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Basis of Presentation | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP"). Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States ("'US GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. As applicable to the consolidated financial statements, the most significant estimates and assumptions relate to allowances for impairment of intangible assets, fair value of stock-based compensation and fair value calculations related to embedded derivative features of outstanding convertible notes payable and Going Concern. Principles of consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Functional currency The functional currency of the company and its subsidiaries is U.S dollar. Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations. Cash and cash equivalents The Company considers all short-term investments, which are highly liquid investments with original maturities of three months or less at the date of purchase, to be cash equivalents. The Company held no cash equivalents as of December 31, 2019 or 2018. As of December 31, 2019, and 2018, the Company did not hold cash with any one financial institution in excess of the FDIC insured limit of $250. Marketable securities The Company accounts for investments in marketable securities in accordance with ASC Topic 320-10, "Investments - Debt and Equity Securities" Allowance for doubtful accounts The allowance for doubtful accounts is determined with respect to amounts the Company has determined to be doubtful of collection. In determining the allowance for doubtful accounts, the Company considers, among other things, its past experience with customers, the length of time that the balance is post due, the customer's current ability to pay and available information about the credit risk on such customers. There was an allowance for doubtful accounts of $20 as of December 31, 2019 and 2018. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. The Company provides for depreciation and amortization using the straight-line method over the estimated useful lives of the related assets, which range from three to five years. Impairment of Long-Lived Assets In accordance with ASC Topic 360, formerly SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be fully recoverable. The assessment of possible impairment is based on the Company's ability to recover the carrying value of its asset based on estimates of its undiscounted future cash flows. If these estimated future cash flows are less than the carrying value of the asset, an impairment charge is recognized for the difference between the asset's estimated fair value and its carrying value. As a result, during the year ended December 31, 2018, the Company recorded asset impairment charges of $1,917 which is included in the consolidated statements of operations within loss on disposal and impairment of assets; $1,334 of the total impairment charge related to Goodwill and the remaining $583 related to intangible assets. The Company did not record impairment losses during the year ended December 31, 2019. Derivative Liabilities and Fair Value of Financial Instruments Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments and measurement of their fair value for accounting purposes. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt under ASC 470, the Company will continue its evaluation process of these instruments as derivative financial instruments under ASC 815. Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. Fair value of certain of the Company's financial instruments including cash, accounts receivable, account payable, accrued expenses, notes payables, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with ASC 820, "Fair Value Measurements and Disclosure" defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments. Fair value, as defined in ASC 820, is 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 fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, the Company's credit risk. Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values. Fair value measurements are required to be disclosed by the Level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earning are reported in the statement of income. The Company records a debt discount related to the issuance of convertible debts that have conversion features at adjustable rates. The debt discount for the convertible instruments is recognized and measured by allocating a portion of the proceeds as an increase in additional paid-in capital and as a reduction to the carrying amount of the convertible instrument equal to the fair value of the conversion features. The debt discount will be accreted by recording additional non-cash gains and losses related to the change in fair values of derivative liabilities over the life of the convertible notes. A summary of the changes in derivative liabilities balance for the year ended December 31, 2019 is as follows: Fair Value of Embedded Derivative Liabilities: Balance, December 31, 2017 $ 574 Change in fair value (514 ) Reclassification due to conversion (27 ) Balance, December 31, 2018 33 Change in fair value (30 ) Change due to conversion - Balance, December 31, 2019 $ 3 The value of the embedded derivative liabilities for the convertible notes payable and outstanding option awards was determined using the Black-Scholes option pricing model based on the following assumptions: December 31, December 31, Common stock price 5.7 3.00 Expected volatility 220 % 233 % Expected term 0.25 years .1.25 years Risk free rate 1.55 % 2.56 % Forfeiture rate 0 % 0 % Expected dividend yield 0 % 0 % The Company's financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows: Balance as of December 31, 2019 Level 1 Level 2 Level 3 Total Assets: Marketable securities 1 - - 1 Total assets 1 - - 1 Liabilities: Stock based liabilities 742 - - 742 Short term derivative value 3 - - 3 Total liabilities 745 - - 745 Balance as of December 31, 2018 Level 1 Level 2 Level 3 Total Assets: Marketable securities 79 - - 79 Total assets 79 - - 79 Liabilities: Stock based liabilities 225 - - 225 Long term derivative value 33 - - 33 Total liabilities 258 - - 258 Non-Controlling Interest The Company reports the non-controlling interest in its majority owned subsidiaries in the consolidated balance sheets within the stockholders' deficit section, separately from the Company's stockholders' deficit. Non-controlling interest represents the non-controlling interest holders' proportionate share of the equity of the Company's majority-owned subsidiaries. Non-controlling interest is adjusted for the non-controlling interest holders' proportionate share of the earnings or losses and other comprehensive income (loss) and the non-controlling interest continues to be attributed its share of losses even if that attribution results in a deficit non-controlling interest balance. Revenue recognition The Company follows paragraph 605-10-S99 of the FASB Accounting Standards Codification Business Segments The Company operates in a single business segment in telecommunications. Income Taxes Income taxes are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Use of net operating loss carry forwards for income tax purposes may be limited by Internal Revenue Code section 382 if a change of ownership occurs. Net Loss Per Basic and Diluted Common Share Basic loss per share is calculated by dividing the Company's net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company's net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted average number of shares adjusted for any potentially dilutive debt or equity. At December 31, 2018, potentially dilutive securities consisted of 95,443 shares which the Company is obligated to issue and 162,044 options to purchase of common stock at prices ranging from $3 to $54 per share. Of these potentially dilutive securities, only 95,443 shares which the Company is obligated to issue and 90,000 options to purchase of common stock at price of $3 per share are included in the computation of diluted earnings per share because the effect of including the remaining instruments would be anti-dilutive. Additionally, the Company had common stock subscriptions totaling $100 representing an additional 33,334 common shares. The effects of these notes, common shares subscribed and common shares committed have been excluded as the conversion would be anti-dilutive due to the net loss incurred in the year ended December 31, 2018. At December 31, 2019, potentially dilutive securities consisted of 264,251 shares which the Company is obligated to issue and 212,044 options to purchase of common stock at prices ranging from $2.09 to $54 per share. Of these potentially dilutive securities, only 264,251 shares which the Company is obligated to issue and 140,000 options to purchase of common stock at price of $2.675 per share are included in the computation of diluted earnings per share. Additionally, the Company had A Convertible note totaling $250,000 representing an additional 83,334 common shares included in the computation of diluted earnings per share because the effect of including the remaining instruments would be anti-dilutive. The effects of these notes, common shares subscribed and common shares committed have been excluded as the conversion would be anti-dilutive due to the net loss incurred in the year ended December 31, 2019. Advertising Costs The Company's policy regarding advertising is to expense advertising when incurred. The Company incurred $25 and $46 of advertising costs during the years ended December 31, 2019 and 2018, respectively. Stock-Based Compensation The Company applies ASC 718-10, "Share-Based Payment," which requires the measurement and recognition of compensation expenses for all share-based payment awards made to employees and directors (including employee stock options under the Company's stock plans) based on estimated fair values. ASC 718-10 requires companies to estimate the fair value of equity-based payment awards on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company's statement of operations. The Company recognizes compensation expenses for the value of non-employee awards based on the straight-line method over the requisite service period of each award, net of estimated forfeitures. The Company estimates the fair value of stock options granted as equity awards using a Black-Scholes options pricing model. The option-pricing model requires a number of assumptions, of which the most significant are share price, expected volatility and the expected option term (the time from the grant date until the options are exercised or expire). Expected volatility is estimated based on volatility of similar companies in the technology sector. The Company has historically not paid dividends and has no foreseeable plans to issue dividends. The risk-free interest rate is based on the yield from governmental zero-coupon bonds with an equivalent term. The expected option term is calculated for options granted to employees and directors using the "simplified" method. Grants to non-employees are based on the contractual term. Changes in the determination of each of the inputs can affect the fair value of the options granted and the results of operations of the Company. Related Parties The registrant follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the Related parties include (a) affiliates of the registrant; (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the registrant; (e) management of the registrant; (f) other parties with which the registrant may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. Recently Issued Accounting Standards On February 14, 2018, the FASB issued ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments in this Update allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017. The amendments in this Update affect any entity that is required to apply the provisions of Topic 220, Income Statement—Reporting Comprehensive Income, and has items of other comprehensive income for which the related tax effects are presented in other comprehensive income as required by GAAP. The amendments in this Update are effective for all organizations for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. Organizations should apply the proposed amendments either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. In June 2018, the FASB issued Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. The amendments in this Update expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. The Company adopted ASU 2018-07 effective January 1, 2019, and the adoption of this standard did not have a material impact on the Company's consolidated financial In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements. The amendments in this Update related to separating components of a contract affect the amendments in Update 2016-02, which are not yet effective but can be early adopted. For entities that have not adopted Topic 842 before the issuance of this Update, the effective date and transition requirements for the amendments in this Update related to separating components of a contract are the same as the effective date and transition requirements in Update 2016-02. For entities that have adopted Topic 842 before the issuance of this Update, the transition and effective date of the amendments related to separating components of a contract in this Update are as follows: 1. The practical expedient may be elected either in the first reporting period following the issuance of this Update or at the original effective date of Topic 842 for that entity. 2. The practical expedient may be applied either retrospectively or prospectively. All entities, including early adopters, that elect the practical expedient related to separating components of a contract in this Update must apply the expedient, by class of underlying asset, to all existing lease transactions that qualify for the expedient at the date elected. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. The amendments apply to reporting entities that are required to make disclosures about recurring or nonrecurring fair value measurements and should improve the cost, benefit, and effectiveness of the disclosures. ASU 2018-13 categorized the changes into those disclosures that were removed, those that were modified, and those that were added. The primary disclosures that were removed related to transfers between Level 1 and Level 2 investments, along with the policy for timing of transfers between levels. In addition, disclosing the valuation processes for Level 3 fair value measurements was removed. The amendments are effective for all organizations for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. The Company notes that this guidance will impact its disclosures beginning January 1, 2020. In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The amendments in this Update align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). Accordingly, the amendments require an entity (customer) in a hosting arrangement that is a service contract to follow the guidance in Subtopic 350-40 to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. For public business entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. For all other entities, the amendments are effective for annual reporting periods beginning after December 15, 2020, and interim periods within annual periods beginning after December 15, 2021. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements. In November 2018, the FASB issued ASU 2018-18 "Collaborative Arrangements (Topic 808)—Clarifying the interaction between Topic 808 and Topic 606". The amendments provide guidance on whether certain transactions between collaborative arrangement participants should be accounted for as revenue under ASC 606. It also specifically (i) addresses when the participant should be considered a customer in the context of a unit of account, (ii) adds unit-of-account guidance in ASC 808 to align with guidance in ASC 606, and (iii) precludes presenting revenue from a collaborative arrangement together with revenue recognized under ASC 606 if the collaborative arrangement participant is not a customer. The guidance will be effective for fiscal years beginning after December 15, 2019. Early adoption is permitted and should be applied retrospectively. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements. Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our financial statements upon adoption. |
Property and Equiprmnet, Net
Property and Equiprmnet, Net | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPRMNET, NET | NOTE 4 – PROPERTY AND EQUIPRMNET, NET Property and equipment, net, consisted of the following: December 31, 2019 2018 Office Equipment $ 9 $ 17 Less—accumulated depreciation (4 ) (4 ) $ 5 $ 13 Depreciation expenses were $1 and $2 in the years ended December 31, 2019 and 2018, respectively. |
Other Accounts Liabilities
Other Accounts Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Other Accounts Liabilities [Abstract] | |
OTHER ACCOUNTS LIABILITIES | NOTE 5 – OTHER ACCOUNTS LIABILITIES December 31, December 31, Settlements payable $ - $ 1,029 Accrued expenses and other liabilities 201 564 Accrued salaries and wages 540 967 Total $ 741 $ 2,560 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6 – RELATED PARTY TRANSACTIONS The Company has had extensive dealings with related parties including those in which our Chief Executive Officer holds a significant ownership interest as well as an executive position during the years ended December 31, 2019 and 2018. Due to our operational losses, the Company has relied to a large extent on funding received from Next Communications, Inc., an organization in which our Chief Executive Officer and Chairman holds a controlling equity interest and holds an executive position. During the first calendar quarter of 2017, Next Communications, Inc. filed for bankruptcy protection. As a result, the related party payable is being handled by a court appointed trustee as an asset of Next Communications, Inc. and the Company may need to begin repaying the amounts due on a more fixed schedule On January 29, 2019, the United States Bankruptcy Court Southern District of Florida, Miami Division, approved a plan of reorganization for Next Communications, Inc. whereby the Company would pay $600,000 to a specific creditor in consideration for the forgiveness of the balance of the related party payable balance. On March 5, 2019, Cuentas paid $60,000 to the trust account of the specific creditor and on May 10, 2019, the Company paid $550,000 to the trust account of the specific creditor per the order and satisfied its obligation under the Approved Plan of the Reorganization for Next Communications, Inc., that was approved by the United States Bankruptcy Court Southern District of Florida, Miami Division, on January 29, 2019. Related parties balances at December 31, 2019 and December 31, 2018 consisted of the following: Due from related parties December 31, December 31, (dollars in thousands) (a) Glocal Payments Solutions Inc. (d/b/a Glocal Card Services) - 36 (f) Next Cala 360 54 - Total Due from related parties 54 36 Related party payables, net of discounts December 31, December 31, (dollars in thousands) (b) Due to Next Communications, Inc. (current) $ 10 $ 2,972 (c) Due to Asiya Communications SAPI de C.V. (current) - 26 (d) Michael De Prado (current) - 100 (e) Orlando Taddeo - 2,613 (f) Next Cala 360 (current) - 14 Total Due from related parties $ 10 $ 5,725 (a) Glocal Payments Solutions Inc. (d/b/a Glocal Card Services) is the Company's partner in the NextGlocal Inc. Next Glocal Inc. was dissolved on September 27, 2019. (b) Next Communication, Inc. is a corporation in which the Company's Chief Executive Officer a controlling interest and serves as the Chief Executive Officer. See disclosure above regarding payments by the Company in connection with the bankruptcy of Next Communication, Inc.. (c) Asiya Communications SAPI de C.V.is a telecommunications company organized under the laws of Mexico, in which the Company's Chief Executive Officer holds a substantial interest and is involved in active management. (d) Michael De Prado is the Company's President. On February 28, 2019, the Company issued 66,402 shares of its Common Stock in settlement of this debt. (e) Represents the amount due to Orlando Taddeo from the Limecom Acquisition. (f) Next Cala 360, is a Florida corporation established and managed by the Company's Chief Executive Officer. During the twelve months period ended December 31, 2019, the Company recorded interest expense of $67, using an interest rate equal to that on the outstanding convertible notes payable as imputed interest on the related party payable due to Next Communications. During the year ended December 31, 2018, the Company recorded interest expense of $237 using an interest rate equal to that on the outstanding convertible notes as imputed interest on the related party payable due to Next Communications. The interest was immediately forgiven by the related party and recorded to additional paid in capital. Trade Accounts Receivable, Related Parties The Company had no outstanding accounts receivable from any related parties as of December 31, 2019. The Company had outstanding accounts receivable of $3,006 from related parties as of December 31, 2018 of which $2,989 was due from Rubelite- C (which is a related to one the Company's shareholders of the Company and a former owner of Limecom), $8 was due from Next Cala 360 and $39 was due from Asiya Communications SAPI de C.V. The accounts receivable was recorded as a result of the sale of wholesale telecommunications minutes to these entities. Revenues (Related Parties) The Company made sales to and generated revenues from related parties of $0 and $49,667 during the years ended December 31, 2019 and 2018, respectively, as itemized below: For the Year Ended 2019 2018 Next Communications, Inc. - 14,310 VTX Corporation (a) - 11,890 Airtime Sp.z.o.o. - 5,095 Asiya Communications SAPI de C.V. - 15,383 RUBELITE - C (a) - 2,989 Total - 49,667 (a) Corporations that are owned by one of the Company's shareholders and a former owner of Limecom Costs of Revenues (Related Parties) The Company made purchases from related parties totaling $0 and $59,217 during the years ended December 31, 2019 and 2018, respectively, as itemized below: For the Year Ended 2019 2018 Next Communications, Inc. - 14,310 VTX Corporation - 24,017 Airtime Sp.z.o.o. - 5,529 Asiya Communications SAPI de C.V. - 15,361 Total - 59,217 Employment Agreement On December 27, 2019, the Compensation Committee of the Board of the Company approved the amendments to the employment agreements with each of Arik Maimon and Michael De Prado. The New Employment Agreements shall supersede the terms of the Pre-existing Employment Agreements. Pursuant to the terms of the New Employment Agreements, among other things: (1) Michael De Prado will receive the following compensation: (1) (a) a base salary of $265 per annum which will increase by a minimum $15 or 5% on the 12 month anniversary of his employment agreement; (b) Restricted Stock Units; (c) a minimum grant of 100,000 stock options per year, with the exercise price valued based on the Company's stock price at the date of exercise, pursuant to the terms and conditions of the Company's Stock Option Incentive Plan; (d) an $8,000 automobile expense allowance per year; (e) participation in the Company's employee benefits plan; (f) participation in the Company's Performance Bonus Plan, if and when in effect. (2) Arik Maimon will receive the following compensation: (a) a base salary of $295per annum which will increase by a minimum $15or 5% on the 12 month anniversary of his employment agreement; (b) Restricted Stock Units; (c) a minimum grant of 100,000 stock options per year, with share price valued at the date of exercise, pursuant to the terms and conditions of the Company's Stock Option Incentive Plan; (d) An $10 automobile expense allowance per year; (e) participation in the Company's employee benefits plan; (f) participation in the Company's Performance Bonus Plan, if and when in effect. (3) Each of De Prado and Maimon will be employed for an initial term of five years which will automatically renew for successive one-year period unless either party terminates the New Employment Agreements with 90 days' prior notice. (4) Upon the successful up-listing of the Company's shares of common stock, par value $0.001 per share, to the Nasdaq Stock Market ("NASDAQ"), each executive would be entitled to receive a $250 bonus; (5) De Prado will be granted of 88,000 stock options and Maimon will be granted 110,000 stock options with the right to exercise the options to purchase the equivalent of a minimum of 4% and 5% of the Company's issued and outstanding shares of Common Stock as of July 1, 2019, respectively; (6) Pursuant to the terms of the New Employment Agreements, the Executives are entitled to severance in the event of certain terminations of his employment. The Executives are entitled to participate in the Company's employee benefit, pension and/or profit-sharing plans, and the Company will pay certain health and dental premiums on their behalf. (7) Each of the Executives are entitled to Travel and expense reimbursement; (8) The Executives have agreed to a one-year non-competition agreement following the termination of their employment. |
Stock Options
Stock Options | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
STOCK OPTIONS | NOTE 7 – STOCK OPTIONS The following table summarizes all stock option activity for the year ended December 31, 2019: Shares Weighted- Outstanding, December 31, 2018 162,044 $ 16.09 Granted 50,000 2.09 Forfeited - - Outstanding, December 31, 2019 212,044 $ 12.79 The following table discloses information regarding outstanding and exercisable options at December 31, 2019: Outstanding Exercisable Exercise Prices Number of Weighted Weighted Number of Weighted $ 54.00 25,000 $ 54.00 0.25 25,000 $ 54.00 21.00 47,044 21.00 1.49 47,044 21.00 3.00 90,000 3.00 4.71 60,000 3.00 2.09 50,000 2.09 2.24 50,000 2.09 212,044 $ 12.79 1.39 182,044 $ 14.40 The following table summarizes all stock option activity for the year ended December 31, 2018: Shares Weighted- Outstanding, December 31, 2017 105,378 $ 39.27 Granted 90,000 3.00 Forfeited (33,334 ) 54.00 Outstanding, December 31, 2018 162,044 $ 16.09 The following table discloses information regarding outstanding and exercisable options at December 31, 2018: Outstanding Exercisable Exercise Prices Number of Weighted Weighted Number of Weighted $ 54.00 25,000 $ 54.00 1.25 25,000 $ 54.00 21.00 47,044 21.00 1.49 47,044 21.00 3.00 90,000 3.00 4.71 30,000 3.00 162,044 $ 16.09 2.73 102,044 $ 23.79 On March 21, 2019, the Company issued 50,000 options to its Chief Financial Office. The options carry an exercise price of $2.09 per share. All the options were vested immediately. The Options are exercisable until March 20, 2024. The Company has estimated the fair value of such options at a value of $103 at the date of issuance using the Black-Scholes option pricing model using the following assumptions: Common stock price 2.09 Dividend yield 0 % Risk-free interest rate 2.18 % Expected term (years) 5 Expected volatility 281 % On September 13, 2018, the Company issued 60,000 options to its President and Chief Executive Office. The options carry an exercise price of $3 per share. A third of the options vested immediately with the remaining vesting over the course of two years. The Options are exercisable until September 12, 2023. The Company has estimated the fair value of such options at a value of $302 at the date of issuance using the Black-Scholes option pricing model using the following assumptions: Common stock price 5.05 Dividend yield 0 % Risk-free interest rate 2.87 % Expected term (years) 5 Expected volatility 374.26 % On September 13, 2018, the Company issued 30,000 options to its member of the Board. The options carry an exercise price of $3 per share. Third of the options vested immediately with the remaining vesting over the course of two years. The Options are exercisable until September 12, 2023. The Company has estimated the fair value of such options at a value of $151 at the date of issuance using the Black-Scholes option pricing model using the following assumptions: Common stock price 5.05 Dividend yield 0 % Risk-free interest rate 2.87 % Expected term (years) 5 Expected volatility 374.26 % During the year ended December 31, 2019, the Company recorded an option-based compensation expense of $218, leaving an unrecognized expense associated with these grants of $120 as of December 31, 2019. During the year ended December 31, 2018, the Company recorded an option-based compensation expense of $218, leaving an unrecognized expense associated with these grants of $235 as of December 31, 2018. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 8 – STOCKHOLDERS' EQUITY Preferred Stock The Company has 10,000,000 shares of Preferred Stock designated as Series B issued and outstanding. The Series B Preferred Stock is not convertible into Common Stock at any time and is not entitled to dividends of any kind or liquidation, dissolution rights of any kind. The holders of Series B Preferred Stock shall be entitled to 1,000 votes for each share of Series B Stock that is held when voting together with holders of the Common Stock. Common Stock Effective November 20, 2015 the Company amended its Articles of Incorporation to decrease the common shares authorized from 9,500,000,000 to 360,000,000 with a par value of $0.001. Common Stock Activity During the Year Ended December 31, 2019 The following summarizes the Common Stock activity for the year ended December 31, 2019: Summary of Common Stock activity for the year ended December 31, 2019 Outstanding shares Balance, December 31, 2018 1,588,942 Shares issued for Common Stock subscriptions 441,645 Shares issued due to conversion of Convertible Promissory Note 2,090,811 Shares issued for services 100,334 Shares issued due to the rescission of Limecom acquisition 107,910 Shares issued as settlement of debt 309,497 Balance, December 31, 2019 4,639,139 On January 31, 2019, the Company issued 16,667 shares of Common Stock pursuant to a securities purchase agreement dated September 21, 2018 (the "Subscription Date"). The fair market value of the shares at the Subscription Date was $50,000. On January 31, 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 which closed on December 13, 2018. On January 31, 2019, the Company issued 17,333 shares of Common Stock pursuant to a securities purchase agreement. The fair market value of the shares at the Subscription Date was $50. On January 31, 2019, the Company issued 107,910 shares of Common Stock to Heritage and its officers under the Amendment 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 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 (the "Optima Term Sheet") with Optima Fixed Income LLC ("Optima") for a total investment of $2,500over one year and received $500on the same date. Under the Optima Term Sheet, it was agreed that the initial invested amount would be $500in consideration for 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 principle of $2,000, which may be funded on a quarterly basis (the "Optima Convertible Note"). The term of the Optima Convertible Note is three years and it is convertible at a price per share that is equal to 75% of the public share price at date of conversion, but in any case, not less than $3.00 per share. Optima will additionally be granted a proxy to vote with the Company's Series B Preferred shares, par value $0.001 per share (the "Preferred Stock") held by the Company's Chief Executive Officer and President. 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 the Optima Term Sheet. On May 11, 2019, Optima made an additional deposit of $550. On May 28, 2019 Optima made an additional deposit of $200. On July 30, 2019 Optima assigned its rights under the Optima Term Sheet to Dinar Zuz LLC ("Dinar Zuz"). On the same date, the Company and Dinar Zuz executed a subscription agreement with the same terms as reflected in the Optima Term Sheet, as amended. Under the subscription agreement, Dinar Zuz made an additional deposit of $250and agreed to provide an additional amount of $1,000 to the Company, which will be provided in a form of a convertible note at the following dates: Date Amount 10/26/2019 $ 500 01/26/2020 $ 500 On August 12, 2019, the Company issued Dinar Zuz. 500,000 shares of its Common Stock pursuant to a securities purchase agreement dated July 30, 2019. On July 18, 2019, the Company issued 65,978 shares of its Common Stock pursuant to a securities purchase agreement dated October 25, 2018. On September 11, 2019, the Company issued 25,000 shares of its Common Stock pursuant to a service agreement dated May 16, 2019. The fair market value of the shares at the issuance date was $49. On September 11, 2019, the Company issued 10,000 shares of its Common Stock pursuant to a service agreement dated April 17, 2019. The fair market value of the shares at the issuance date was $20. On September 18, 2019, the Company issued 61,226 shares of its Common Stock pursuant to a securities purchase agreement between the Company and a private investor, dated October 25, 2018. On September 24, 2019, the Company issued 62,248 shares of its Common Stock in gross consideration of $62and net consideration of $54 pursuant to a securities purchase agreement dated September 23, 2019. On October 1, 2019, the Company issued 34,859 shares of its Common Stock in gross consideration of $34 and net consideration of $32 pursuant to a securities purchase agreement dated September 27, 2019 between the Company and a private investor. On October 23, 2019, Dinar Zuz provided an additional amount of $250 to the Company in form of a convertible note pursuant to a securities purchase agreement which the Company and Optima entered on July 30, 2019. On November 5, 2019 our Compensation Committee approved an issuance 200,000 Shares of Common Stock of the Company for certain employees of the Company at January 1, 2020 pursuant to the Company's Share and Options Incentive Enhancement Plan (2016) (the "2016 Incentive Plan). The shares will have 3 years vesting period which third will be vested at January 1, 2020, third will be vested on December 31, 2021 and the third will be vested on December 31, 2022. The Company has estimated the fair value of such shares at $1,140. On December 31, 2019, the Company issued 65,334 shares of its Common Stock pursuant to a settlement of stock-based liabilities. The fair market value of the shares was $372. On December 31, 2019 and pursuant to the CIMA Convertible Promissory Note, CIMA exercised its option to convert the Convertible Promissory Note into 1,757,478 shares of Common Stock of the Company. |
Customer Concentration
Customer Concentration | 12 Months Ended |
Dec. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
CUSTOMER CONCENTRATION | NOTE 9 – CUSTOMER CONCENTRATION The Company did not have any one customer account for more than 10% of its revenues during the year ended December 31, 2019.As of December 31, 2018, three separate customers accounted for approximately 56% of the Company's total accounts receivable. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 10 – COMMITMENTS AND CONTINGENCIES On February 12, 2018, the Company was served with a complaint from Viber Media, Inc. ("Viber") for reimbursement of attorney's fees and costs totaling $528 arising from a past litigation with Viber. The Company is vigorously defending their rights in this case as we believe this demand is premature as litigation is ongoing. The Company has no accrual related to this complaint as of December 31, 2018 given the premature nature of the motion. On July 6, 2017, the Company received notice an existing legal claim against Accent InterMedia ("AIM") had been amended to include claims against the Company. The claims brought against the Company include failure to comply with certain judgments for collection of funds by the plaintiff while having a controlling interest in AIM via its ownership of Transaction Processing Products ("TPP"). On April 17, 2019, the Company entered into a settlement agreement (the "SVS Settlement Agreement") with Comdata, Inc. d/b/a Stored Value Solutions ("SVS") whereby the Company will pay a total of $37 over 7 months, starting July 1, 2019. Only in the event that the Company defaults by failing to make timely payments, SVS may file in Kentucky for the judgment of $70. As of December 31, 2019, the Company paid $25 the stipulated amount in accordance with the SVS Settlement Agreement (See note 12). On December 20, 2017, a Complaint was filed by J. P. Carey Enterprises, Inc., alleging a claim for $473 related to the Franjose Yglesias-Bertheau filed lawsuit against PLKD listed above. Even though the Company made the agreed payment of $10 on January 2, 2017 and issued 12,002 shares as conversion of the $70 note as agreed in the settlement agreement, the Plaintiff alleges damages which the Company claims are without merit because they received full compensation as agreed. The Company is in the process of defending itself against these claims. On January 29, 2019, the Company was served with a complaint by J.P. Carey Enterprises, Inc., ("JP Carey") which was filed in Fulton County, Georgia claiming similar issues as to the previous complaint, with the new claimed damages totaling $1,108. The Company has hired an attorney and feels these claims are frivolous and is defending the situation vigorously. On September 28, 2018, the Company was notified of a complaint filed against it by a former supplier. The Company has not yet received formal service of the complaint and is awaiting such service at which time it can fully assess the complaint. The Company has not accrued any losses as of December 31, 2018 related to the complaint given the early nature of the process. On November 7, 2018, the Company was served with a complaint by IDT Domestic Telecom, Inc. vs the Company and its subsidiary Limecom, Inc. for telecommunications services provided to the Subsidiary during 2018 in the amount of $50. The Company has no accrual as of December 31, 2019 related to the complaint given the early nature of the process. The Company intends to file a motion to dismiss the Company as a defendant since the Company has no contractual relationship with the plaintiff. On May 1, 2019, the Company received a Notice of Demand for Arbitration (the "Demand") from Secure IP Telecom, Inc. ("Secure IP), who allegedly had a Reciprocal Carrier Services Agreement (RCS) exclusively with Limecom and not with Cuentas. The Demand originated from a Demand for Arbitration that Secure IP received from VoIP Capital International ("VoIP") in March 2019, demanding $1,053 in damages allegedly caused by unpaid receivables that Limecom assigned to VoIP based on the RCS. The Company will vigorously defend its position to be removed as a named party in this action due to the fact that Cuentas rescinded the Limecom acquisition on January 30, 2019. The Company executed a lease for office space effective November 1, 2019. The lease requires monthly rental payments of $6. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 11 – INCOME TAXES Effective December 22, 2017 a new tax bill was signed into law that reduced the federal income tax rate for corporations from 35% to 21%. The new bill reduced the blended tax rate for the Company from 39.50% to 26.50%. Under ASC 740, the effects of new tax legislation are recognized in the period which includes the enactment date. As a result, the deferred tax assets and liabilities existing on the enactment date must be revalued to reflect the rate at which these deferred balances will reverse. The corresponding adjustment would generally affect the Income Tax Expense (Benefit) shown on the financial statements. However, since the company has a full valuation allowance applied against all of its deferred tax asset, there is no impact to the Income Tax Expense for the year ending December 31, 2019. IRC Section 382 potentially limits the utilization of NOLs and tax credits when there is a greater than 50% change of ownership. The Company has not performed an analysis under IRC 382 related to changes in ownership, which could place certain limits on the company's ability to fully utilize its NOLs and tax credits. The Company's has added a note to its financial statements to disclose that there may be some limitations and that an analysis has not been performed. In the interim, the Company has placed a full valuation allowance on its NOLs and other deferred tax items. We recognized income tax benefits of $0 during the years ended December 31, 2019 and 2018. When it is more likely than not that a tax asset will not be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward period. The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the years ended December 2019 or 2018 applicable under FASB ASC 740. We did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the balance sheet. All tax returns for the Company remain open. Reconciliation between the theoretical tax expense, assuming all income is taxed at the statutory tax rate applicable to income of the Company and the actual tax expense as reported in the Statement of Operations, is as follows: Year ended 2019 2018 Loss before taxes, as reported in the consolidated statements of operations $ 1,286 $ 3,585 Federal and State statutory rate 26.5 % 26.5 % Theoretical tax benefit on the above amount at federal statutory tax rate 341 950 Losses and other items for which a valuation allowance was provided or benefit from loss carry forward (341 ) (950 ) Actual tax income (expense) - - 2019 2018 U.S. dollars in thousands Deferred tax assets: Net operating loss carry-forward $ 1,830 $ 2,015 Adjustments (163 ) (578 ) Valuation allowance (1,667 ) (1,437 ) $ - $ - A valuation allowance is provided when it is more likely than not that some portion of the deferred tax asset will not be realized. Management has determined, based on its recurring net losses, lack of a commercially viable product and limitations under current tax rules, that a full valuation allowance is appropriate. U.S. dollars in thousands Valuation allowance, December 31, 2018 $ 1,437 Increase due to the recession of the acquisition of Limecom 192 Increase 38 Valuation allowance, December 31, 2019 $ 1,667 The net federal operating loss carry forward will begin expire in 2039. This carry forward may be limited upon the consummation of a business combination under IRC Section 382. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS On January 3, 2020 Dinar Zuz provided an additional amount of $300 to the Company which was be provided in a form of the Optima Convertible Note pursuant to a securities purchase agreement between the Company and Optima, dated July 30, 2019. Additionally, on January 3, 2020, the Company issued 100,000 shares of its Common Stock to Dinar Zuz LLC, as a result of a conversion of the Dinar Convertible Note in the amount of $300. On January 9, 2020, the Company issued 40,000 shares of its Common Stock pursuant to a service Agreement between the Company and a service provider, dated June 3, 2019. The fair market value of the shares at the issuance date was $240. On January 14, 2020, the Company issued 124,668 shares of its Common Stock pursuant to a settlement of stock-based liabilities. The fair market value of the shares was $890. On January 14, 2020, the Company issued 58,334 shares of Common Stock to employees. All shares were issued pursuant to the Company's Share and Options Incentive Enhancement Plan (2016). The Company has estimated the fair value of such shares at $332. On January 24, 2020, the Company received a Corrected Notice of Hearing regarding Qualtel SA de CV, a Mexican Company vs Next Communications, Inc. for a "Plaintiff's Motion for Order to Show Cause and/or for Contempt as to Non-Party, Cuentas, Inc." The Company retained a counsel and will vigorously defend its position. On February 7, 2020 Dinar Zuz provided an additional amount of $450 to the Company which was be provided in a form of the Dinar Zuz Convertible Note pursuant to a securities purchase agreement between the Company and Dinar Zuz, dated July 30, 2019. On February 13, 2020, the Company completed the payments in accordance with the SVS Settlement Agreement and the case was dismissed. On February 10, 2019, the Company issued 10,000 shares of its Common Stock pursuant to a securities purchase agreement between the Company and a private investor, dated October 25, 2018. On March 3, 2020 the Company issued 1,157,478 shares of its Common Stock to Dinar Zuz LLC, as a result of a conversion of the Dinar Convertible Note in the amount of $700. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Basis of Presentation (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States ("'US GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. As applicable to the consolidated financial statements, the most significant estimates and assumptions relate to allowances for impairment of intangible assets, fair value of stock-based compensation and fair value calculations related to embedded derivative features of outstanding convertible notes payable and Going Concern. |
Principles of Consolidation | Principles of consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
Functional currency | Functional currency The functional currency of the company and its subsidiaries is U.S dollar. |
Reclassification of Prior Year Presentation | Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all short-term investments, which are highly liquid investments with original maturities of three months or less at the date of purchase, to be cash equivalents. The Company held no cash equivalents as of December 31, 2019 or 2018. As of December 31, 2019, and 2018, the Company did not hold cash with any one financial institution in excess of the FDIC insured limit of $250. |
Marketable securities | Marketable securities The Company accounts for investments in marketable securities in accordance with ASC Topic 320-10, "Investments - Debt and Equity Securities" |
Allowance for doubtful accounts | Allowance for doubtful accounts The allowance for doubtful accounts is determined with respect to amounts the Company has determined to be doubtful of collection. In determining the allowance for doubtful accounts, the Company considers, among other things, its past experience with customers, the length of time that the balance is post due, the customer's current ability to pay and available information about the credit risk on such customers. There was an allowance for doubtful accounts of $20 as of December 31, 2019 and 2018. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. The Company provides for depreciation and amortization using the straight-line method over the estimated useful lives of the related assets, which range from three to five years. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets In accordance with ASC Topic 360, formerly SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be fully recoverable. The assessment of possible impairment is based on the Company's ability to recover the carrying value of its asset based on estimates of its undiscounted future cash flows. If these estimated future cash flows are less than the carrying value of the asset, an impairment charge is recognized for the difference between the asset's estimated fair value and its carrying value. As a result, during the year ended December 31, 2018, the Company recorded asset impairment charges of $1,917 which is included in the consolidated statements of operations within loss on disposal and impairment of assets; $1,334 of the total impairment charge related to Goodwill and the remaining $583 related to intangible assets. The Company did not record impairment losses during the year ended December 31, 2019. |
Derivative Liabilities and Fair Value of Financial Instruments | Derivative Liabilities and Fair Value of Financial Instruments Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments and measurement of their fair value for accounting purposes. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt under ASC 470, the Company will continue its evaluation process of these instruments as derivative financial instruments under ASC 815. Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. Fair value of certain of the Company's financial instruments including cash, accounts receivable, account payable, accrued expenses, notes payables, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with ASC 820, "Fair Value Measurements and Disclosure" defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments. Fair value, as defined in ASC 820, is 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 fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, the Company's credit risk. Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values. Fair value measurements are required to be disclosed by the Level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earning are reported in the statement of income. The Company records a debt discount related to the issuance of convertible debts that have conversion features at adjustable rates. The debt discount for the convertible instruments is recognized and measured by allocating a portion of the proceeds as an increase in additional paid-in capital and as a reduction to the carrying amount of the convertible instrument equal to the fair value of the conversion features. The debt discount will be accreted by recording additional non-cash gains and losses related to the change in fair values of derivative liabilities over the life of the convertible notes. A summary of the changes in derivative liabilities balance for the year ended December 31, 2019 is as follows: Fair Value of Embedded Derivative Liabilities: Balance, December 31, 2017 $ 574 Change in fair value (514 ) Reclassification due to conversion (27 ) Balance, December 31, 2018 33 Change in fair value (30 ) Change due to conversion - Balance, December 31, 2019 $ 3 The value of the embedded derivative liabilities for the convertible notes payable and outstanding option awards was determined using the Black-Scholes option pricing model based on the following assumptions: December 31, December 31, Common stock price 5.7 3.00 Expected volatility 220 % 233 % Expected term 0.25 years .1.25 years Risk free rate 1.55 % 2.56 % Forfeiture rate 0 % 0 % Expected dividend yield 0 % 0 % The Company's financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows: Balance as of December 31, 2019 Level 1 Level 2 Level 3 Total Assets: Marketable securities 1 - - 1 Total assets 1 - - 1 Liabilities: Stock based liabilities 742 - - 742 Short term derivative value 3 - - 3 Total liabilities 745 - - 745 Balance as of December 31, 2018 Level 1 Level 2 Level 3 Total Assets: Marketable securities 79 - - 79 Total assets 79 - - 79 Liabilities: Stock based liabilities 225 - - 225 Long term derivative value 33 - - 33 Total liabilities 258 - - 258 |
Non-Controlling Interest | Non-Controlling Interest The Company reports the non-controlling interest in its majority owned subsidiaries in the consolidated balance sheets within the stockholders' deficit section, separately from the Company's stockholders' deficit. Non-controlling interest represents the non-controlling interest holders' proportionate share of the equity of the Company's majority-owned subsidiaries. Non-controlling interest is adjusted for the non-controlling interest holders' proportionate share of the earnings or losses and other comprehensive income (loss) and the non-controlling interest continues to be attributed its share of losses even if that attribution results in a deficit non-controlling interest balance. |
Revenue recognition | Revenue recognition The Company follows paragraph 605-10-S99 of the FASB Accounting Standards Codification |
Business Segments | Business Segments The Company operates in a single business segment in telecommunications. |
Income Taxes | Income Taxes Income taxes are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Use of net operating loss carry forwards for income tax purposes may be limited by Internal Revenue Code section 382 if a change of ownership occurs. |
Net Loss Per Basic and Diluted Common Share | Net Loss Per Basic and Diluted Common Share Basic loss per share is calculated by dividing the Company's net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company's net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted average number of shares adjusted for any potentially dilutive debt or equity. At December 31, 2018, potentially dilutive securities consisted of 95,443 shares which the Company is obligated to issue and 162,044 options to purchase of common stock at prices ranging from $3 to $54 per share. Of these potentially dilutive securities, only 95,443 shares which the Company is obligated to issue and 90,000 options to purchase of common stock at price of $3 per share are included in the computation of diluted earnings per share because the effect of including the remaining instruments would be anti-dilutive. Additionally, the Company had common stock subscriptions totaling $100 representing an additional 33,334 common shares. The effects of these notes, common shares subscribed and common shares committed have been excluded as the conversion would be anti-dilutive due to the net loss incurred in the year ended December 31, 2018. At December 31, 2019, potentially dilutive securities consisted of 264,251 shares which the Company is obligated to issue and 212,044 options to purchase of common stock at prices ranging from $2.09 to $54 per share. Of these potentially dilutive securities, only 264,251 shares which the Company is obligated to issue and 140,000 options to purchase of common stock at price of $2.675 per share are included in the computation of diluted earnings per share. Additionally, the Company had A Convertible note totaling $250,000 representing an additional 83,334 common shares included in the computation of diluted earnings per share because the effect of including the remaining instruments would be anti-dilutive. The effects of these notes, common shares subscribed and common shares committed have been excluded as the conversion would be anti-dilutive due to the net loss incurred in the year ended December 31, 2019. |
Advertising Costs | Advertising Costs The Company's policy regarding advertising is to expense advertising when incurred. The Company incurred $25 and $46 of advertising costs during the years ended December 31, 2019 and 2018, respectively. |
Stock-Based Compensation | Stock-Based Compensation The Company applies ASC 718-10, "Share-Based Payment," which requires the measurement and recognition of compensation expenses for all share-based payment awards made to employees and directors (including employee stock options under the Company's stock plans) based on estimated fair values. ASC 718-10 requires companies to estimate the fair value of equity-based payment awards on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company's statement of operations. The Company recognizes compensation expenses for the value of non-employee awards based on the straight-line method over the requisite service period of each award, net of estimated forfeitures. The Company estimates the fair value of stock options granted as equity awards using a Black-Scholes options pricing model. The option-pricing model requires a number of assumptions, of which the most significant are share price, expected volatility and the expected option term (the time from the grant date until the options are exercised or expire). Expected volatility is estimated based on volatility of similar companies in the technology sector. The Company has historically not paid dividends and has no foreseeable plans to issue dividends. The risk-free interest rate is based on the yield from governmental zero-coupon bonds with an equivalent term. The expected option term is calculated for options granted to employees and directors using the "simplified" method. Grants to non-employees are based on the contractual term. Changes in the determination of each of the inputs can affect the fair value of the options granted and the results of operations of the Company. |
Related Parties | Related Parties The registrant follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the Related parties include (a) affiliates of the registrant; (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the registrant; (e) management of the registrant; (f) other parties with which the registrant may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards On February 14, 2018, the FASB issued ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments in this Update allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017. The amendments in this Update affect any entity that is required to apply the provisions of Topic 220, Income Statement—Reporting Comprehensive Income, and has items of other comprehensive income for which the related tax effects are presented in other comprehensive income as required by GAAP. The amendments in this Update are effective for all organizations for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. Organizations should apply the proposed amendments either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. In June 2018, the FASB issued Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. The amendments in this Update expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. The Company adopted ASU 2018-07 effective January 1, 2019, and the adoption of this standard did not have a material impact on the Company's consolidated financial In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements. The amendments in this Update related to separating components of a contract affect the amendments in Update 2016-02, which are not yet effective but can be early adopted. For entities that have not adopted Topic 842 before the issuance of this Update, the effective date and transition requirements for the amendments in this Update related to separating components of a contract are the same as the effective date and transition requirements in Update 2016-02. For entities that have adopted Topic 842 before the issuance of this Update, the transition and effective date of the amendments related to separating components of a contract in this Update are as follows: 1. The practical expedient may be elected either in the first reporting period following the issuance of this Update or at the original effective date of Topic 842 for that entity. 2. The practical expedient may be applied either retrospectively or prospectively. All entities, including early adopters, that elect the practical expedient related to separating components of a contract in this Update must apply the expedient, by class of underlying asset, to all existing lease transactions that qualify for the expedient at the date elected. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. The amendments apply to reporting entities that are required to make disclosures about recurring or nonrecurring fair value measurements and should improve the cost, benefit, and effectiveness of the disclosures. ASU 2018-13 categorized the changes into those disclosures that were removed, those that were modified, and those that were added. The primary disclosures that were removed related to transfers between Level 1 and Level 2 investments, along with the policy for timing of transfers between levels. In addition, disclosing the valuation processes for Level 3 fair value measurements was removed. The amendments are effective for all organizations for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. The Company notes that this guidance will impact its disclosures beginning January 1, 2020. In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The amendments in this Update align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). Accordingly, the amendments require an entity (customer) in a hosting arrangement that is a service contract to follow the guidance in Subtopic 350-40 to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. For public business entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. For all other entities, the amendments are effective for annual reporting periods beginning after December 15, 2020, and interim periods within annual periods beginning after December 15, 2021. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements. In November 2018, the FASB issued ASU 2018-18 "Collaborative Arrangements (Topic 808)—Clarifying the interaction between Topic 808 and Topic 606". The amendments provide guidance on whether certain transactions between collaborative arrangement participants should be accounted for as revenue under ASC 606. It also specifically (i) addresses when the participant should be considered a customer in the context of a unit of account, (ii) adds unit-of-account guidance in ASC 808 to align with guidance in ASC 606, and (iii) precludes presenting revenue from a collaborative arrangement together with revenue recognized under ASC 606 if the collaborative arrangement participant is not a customer. The guidance will be effective for fiscal years beginning after December 15, 2019. Early adoption is permitted and should be applied retrospectively. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements. Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our financial statements upon adoption. |
Organization and Description _2
Organization and Description of Business (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of condensed consolidated statements of operations | Year Ended December 31, 2018 Revenues $ 1,088 Net Income before controlling Interest 334 Net Income 353 Basic net income earnings per common share (in U.S Dollars) 0.30 Diluted net income earnings per common share (in U.S Dollars) $ 0.27 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies and Basis of Presentation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of changes in derivative liabilities | Fair Value of Embedded Derivative Liabilities: Balance, December 31, 2017 $ 574 Change in fair value (514 ) Reclassification due to conversion (27 ) Balance, December 31, 2018 33 Change in fair value (30 ) Change due to conversion - Balance, December 31, 2019 $ 3 |
Schedule of Black-Scholes option pricing model | December 31, December 31, Common stock price 5.7 3.00 Expected volatility 220 % 233 % Expected term 0.25 years .1.25 years Risk free rate 1.55 % 2.56 % Forfeiture rate 0 % 0 % Expected dividend yield 0 % 0 % |
Schedule of financial assets and liabilities are measured at fair value on a recurring basis | Balance as of December 31, 2019 Level 1 Level 2 Level 3 Total Assets: Marketable securities 1 - - 1 Total assets 1 - - 1 Liabilities: Stock based liabilities 742 - - 742 Short term derivative value 3 - - 3 Total liabilities 745 - - 745 Balance as of December 31, 2018 Level 1 Level 2 Level 3 Total Assets: Marketable securities 79 - - 79 Total assets 79 - - 79 Liabilities: Stock based liabilities 225 - - 225 Long term derivative value 33 - - 33 Total liabilities 258 - - 258 |
Property and Equiprmnet, Net (T
Property and Equiprmnet, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | December 31, 2019 2018 Office Equipment $ 9 $ 17 Less—accumulated depreciation (4 ) (4 ) $ 5 $ 13 |
Other Accounts Liabilities (Tab
Other Accounts Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other Accounts Liabilities [Abstract] | |
Schedule of other accounts liabilities | December 31, December 31, Settlements payable $ - $ 1,029 Accrued expenses and other liabilities 201 564 Accrued salaries and wages 540 967 Total $ 741 $ 2,560 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of of related party balance | Due from related parties December 31, December 31, (dollars in thousands) (a) Glocal Payments Solutions Inc. (d/b/a Glocal Card Services) - 36 (f) Next Cala 360 54 - Total Due from related parties 54 36 Related party payables, net of discounts December 31, December 31, (dollars in thousands) (b) Due to Next Communications, Inc. (current) $ 10 $ 2,972 (c) Due to Asiya Communications SAPI de C.V. (current) - 26 (d) Michael De Prado (current) - 100 (e) Orlando Taddeo - 2,613 (f) Next Cala 360 (current) - 14 Total Due from related parties $ 10 $ 5,725 (a) Glocal Payments Solutions Inc. (d/b/a Glocal Card Services) is the Company's partner in the NextGlocal Inc. Next Glocal Inc. was dissolved on September 27, 2019. (b) Next Communication, Inc. is a corporation in which the Company's Chief Executive Officer a controlling interest and serves as the Chief Executive Officer. See disclosure above regarding payments by the Company in connection with the bankruptcy of Next Communication, Inc.. (c) Asiya Communications SAPI de C.V.is a telecommunications company organized under the laws of Mexico, in which the Company's Chief Executive Officer holds a substantial interest and is involved in active management. (d) Michael De Prado is the Company's President. On February 28, 2019, the Company issued 66,402 shares of its Common Stock in settlement of this debt. (e) Represents the amount due to Orlando Taddeo from the Limecom Acquisition. (f) Next Cala 360, is a Florida corporation established and managed by the Company's Chief Executive Officer. |
Schedule of generated revenues from related parties | For the Year Ended 2019 2018 Next Communications, Inc. - 14,310 VTX Corporation (a) - 11,890 Airtime Sp.z.o.o. - 5,095 Asiya Communications SAPI de C.V. - 15,383 RUBELITE - C (a) - 2,989 Total - 49,667 (a) Corporations that are owned by one of the Company's shareholders and a former owner of Limecom |
Schedule of purchases from related parties | For the Year Ended 2019 2018 Next Communications, Inc. - 14,310 VTX Corporation - 24,017 Airtime Sp.z.o.o. - 5,529 Asiya Communications SAPI de C.V. - 15,361 Total - 59,217 |
Stock Options (Tables)
Stock Options (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of stock option activity | Shares Weighted- Outstanding, December 31, 2018 162,044 $ 16.09 Granted 50,000 2.09 Forfeited - - Outstanding, December 31, 2019 212,044 $ 12.79 Shares Weighted- Outstanding, December 31, 2017 105,378 $ 39.27 Granted 90,000 3.00 Forfeited (33,334 ) 54.00 Outstanding, December 31, 2018 162,044 $ 16.09 |
Schedule of information regarding outstanding and exercisable options | Outstanding Exercisable Exercise Prices Number of Weighted Weighted Number of Weighted $ 54.00 25,000 $ 54.00 0.25 25,000 $ 54.00 21.00 47,044 21.00 1.49 47,044 21.00 3.00 90,000 3.00 4.71 60,000 3.00 2.09 50,000 2.09 2.24 50,000 2.09 212,044 $ 12.79 1.39 182,044 $ 14.40 Outstanding Exercisable Exercise Prices Number of Weighted Weighted Number of Weighted $ 54.00 25,000 $ 54.00 1.25 25,000 $ 54.00 21.00 47,044 21.00 1.49 47,044 21.00 3.00 90,000 3.00 4.71 30,000 3.00 162,044 $ 16.09 2.73 102,044 $ 23.79 |
Schedule of Black-Scholes option pricing model | Common stock price 2.09 Dividend yield 0 % Risk-free interest rate 2.18 % Expected term (years) 5 Expected volatility 281 % Common stock price 5.05 Dividend yield 0 % Risk-free interest rate 2.87 % Expected term (years) 5 Expected volatility 374.26 % Common stock price 5.05 Dividend yield 0 % Risk-free interest rate 2.87 % Expected term (years) 5 Expected volatility 374.26 % |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Schedule of common stock activity | Summary of Common Stock activity for the year ended December 31, 2019 Outstanding shares Balance, December 31, 2018 1,588,942 Shares issued for Common Stock subscriptions 441,645 Shares issued due to conversion of Convertible Promissory Note 2,090,811 Shares issued for services 100,334 Shares issued due to the rescission of Limecom acquisition 107,910 Shares issued as settlement of debt 309,497 Balance, December 31, 2019 4,639,139 |
Schedule of convertible note | Date Amount 10/26/2019 $ 500 01/26/2020 $ 500 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of actual tax expense | Year ended 2019 2018 Loss before taxes, as reported in the consolidated statements of operations $ 1,286 $ 3,585 Federal and State statutory rate 26.5 % 26.5 % Theoretical tax benefit on the above amount at federal statutory tax rate 341 950 Losses and other items for which a valuation allowance was provided or benefit from loss carry forward (341 ) (950 ) Actual tax income (expense) - - |
Schedule of deferred tax assets | 2019 2018 U.S. dollars in thousands Deferred tax assets: Net operating loss carry-forward $ 1,830 $ 2,015 Adjustments (163 ) (578 ) Valuation allowance (1,667 ) (1,437 ) $ - $ - |
Schedule of valuation allowance | U.S. dollars in thousands Valuation allowance, December 31, 2018 $ 1,437 Increase due to the recession of the acquisition of Limecom 192 Increase 38 Valuation allowance, December 31, 2019 $ 1,667 |
Organization and Description _3
Organization and Description of Business (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($)$ / shares | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Revenues | $ 1,088 |
Net Income before controlling Interest | 334 |
Net Income | $ 353 |
Basic net income earnings per common share | $ / shares | $ 0.30 |
Diluted net income earnings per common share | $ / shares | $ 0.27 |
Organization and Description _4
Organization and Description of Business (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Dec. 06, 2017 | Jan. 30, 2019 | Jan. 29, 2019 | Aug. 08, 2018 | Sep. 29, 2015 | Sep. 21, 2005 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Oct. 23, 2017 | May 31, 2016 |
Organization and Description of Business (Textual) | |||||||||||
Accumulated deficit | $ (19,390) | $ (18,070) | |||||||||
Negative working capital | 3,752 | ||||||||||
Cash and cash equivalents | $ 16 | $ 154 | $ 93 | ||||||||
Reverse stock split, description | (i) every three hundred shares of common stock have been combined into one share of common stock; (ii) the number of shares of common stock underlying each common stock option, common stock warrant or any other convertible instrument of the Company have been proportionately decreased on a 300-for-1 basis, and the exercise price of each such outstanding stock option, common warrant or any other convertible instrument of the Company have been proportionately increased on a 300-for-1 basis. Accordingly, all option numbers, share numbers, warrant numbers, share prices, warrant prices, exercise prices and losses per share have been adjusted within these consolidated financial statements, on a retroactive basis, to reflect this 300-for-1 reverse stock split. | ||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||||||
Asset impairment charges | $ 583 | ||||||||||
Impairment related to goodwill | $ 1,334 | ||||||||||
Limecom [Member] | |||||||||||
Organization and Description of Business (Textual) | |||||||||||
Asset impairment charges | $ 1,917 | ||||||||||
Impairment related to goodwill | 1,334 | ||||||||||
Impairment of intangible assets | $ 583 | ||||||||||
Warrant [Member] | |||||||||||
Organization and Description of Business (Textual) | |||||||||||
Business acquisition, description | CIMA exercised its option to convert the Convertible Promissory Note into 1,757,478 shares of Common Stock of the Company, which constitutes 25% of the issued and outstanding shares of Common Stock of the Company calculated on a fully diluted basis as of the same date. | ||||||||||
Fisk Holdings, LLC [Member] | |||||||||||
Organization and Description of Business (Textual) | |||||||||||
Business acquisition contribute | $ 500 | ||||||||||
Business acquisition, description | Fisk will contribute 30,000 active point of sale locations for distribution of retail telecommunications and prepaid financial products and services to include, but not be limited to: prepaid general-purpose reloadable cards, prepaid gift cards, prepaid money transfer, prepaid utility payments, and other prepaid products. | ||||||||||
Next Cala, Inc. [Member] | |||||||||||
Organization and Description of Business (Textual) | |||||||||||
Ownership percentage in subsidiaries | 94.00% | ||||||||||
Percentage of interests and shares received | 60.00% | ||||||||||
Limecom, Inc [Member] | |||||||||||
Organization and Description of Business (Textual) | |||||||||||
Percentage of interests and shares received | 100.00% | ||||||||||
Acquisition consideration | $ 3,927 | ||||||||||
Issuance of common stock, value | $ 1,295 | ||||||||||
Issuance of common stock, shares | 172,683 | ||||||||||
Business acquisition, description | The Company and Heritage entered into an amendment to the Limecom Purchase Agreement (the "Amendment") under which the parties agreed to extend the right of the Company to rescind the Limecome Acquisition at its discretion, and in connection therewith to return the shares of Limecom to Heritage in consideration for the following: (a) The 138,147 shares of Common Stock previously issued to Heritage and its stockholders will not be returned to the Company, and the remaining 34,537 shares Common Stock owed to Heritage will not be issued to Heritage. Instead, it was agreed that the Company will issue an additional 90,000 shares of Common Stock as directed by Heritage. The Company also agreed to issue 20,740 shares of the Company's restricted Common Stock to several Limecom employees in exchange for salaries due to them. (b) The $1,807,000 payment due by the Company under the Limecom Purchase Agreement will be cancelled. (c) The Employment Agreement with Orlando Taddeo as International CEO of Limecom will be terminated. (d) Heritage and Limecom agreed that the intercompany loans in the amount of $231,000 will be cancelled. | ||||||||||
Common stock, par value | $ 0.001 | ||||||||||
SDI NEXT Distribution LLC [Member] | |||||||||||
Organization and Description of Business (Textual) | |||||||||||
Ownership percentage in subsidiaries | 51.00% | ||||||||||
Meimoun and Mammon, LLC [Member] | |||||||||||
Organization and Description of Business (Textual) | |||||||||||
Ownership percentage in subsidiaries | 100.00% | ||||||||||
Next Mobile 360, Inc. [Member] | |||||||||||
Organization and Description of Business (Textual) | |||||||||||
Ownership percentage in subsidiaries | 100.00% | ||||||||||
NxtGn, Inc. [Member] | |||||||||||
Organization and Description of Business (Textual) | |||||||||||
Ownership percentage in subsidiaries | 65.00% |
Cima Telecom Inc (Details)
Cima Telecom Inc (Details) - shares | 1 Months Ended | 12 Months Ended | |
Jul. 23, 2019 | Feb. 28, 2018 | Dec. 31, 2019 | |
Cima Telecom Inc (Textual) | |||
License agreement, description | Under the License Agreement Cima Group received a 1-time licensing fee in the amount of $9,000 in the form of a convertible note that may be converted, at the option of Cima, into up to 25% of the total shares of Common Stock of the Company, par value $0.001 per share (the "Common Stock") on a fully diluted basis as of December 31, 2019. Pursuant to the License Agreement, the Company shall pay CIMA annual fees for the maintenance and support services in accordance with the following schedule: (i) for the first (1st) calendar year from the Effective Date, $300 to be paid on June 30, 2020; (ii) for the second (2nd) calendar year from the Effective Date, $500 to be paid on December 31, 2020; (iii) for the third (3rd) calendar year from the Effective Date, $700 to be paid on December 31, 2021; (iv) for the fourth (4th) calendar year from the Effective Date, $1,000 to be paid on December 31, 2022; (v) for the fifth (5th) calendar year from the Effective Date, $640 to be paid on December 31, 2022; and (vi) for each calendar year thereafter, $640 to be paid on the anniversary date. | ||
Note and warrant purchase agreement, description | (i) CIMA a 3% convertible promissory note (the "Convertible Promissory Note") in the principal amount of $9,000 and (ii) (a) CIMA a warrant (the "CIMA Warrant") , to purchase from the Company an aggregate of duly authorized, validly issued, fully paid and nonassessable shares (the "Shares") of common stock of the Company, par value $0.001 per share (the "Common Stock"), equal to twenty-five percent (25%) of shares of Common Stock or any other equity issued upon the conversion of the Series B preferred stock. | ||
Issuance of common stock | 309,497 | ||
Side letter agreement, description | CIMA has a co-sale right to participate in a sale of shares of the Company's Common Stock, in the event that Mr. De Prado, Mr. Maimon or any other director or officer of the Company holding greater than 1% of the Company's Common Stock (on a fully diluted basis) proposes to sell any of his, her or its shares of Common Stock. In addition, CIMA and/or Dinar have been granted certain information rights, subject to their continued ownership of the CIMA Convertible Promissory Note or of 5% or more shares of the Company's issued and outstanding Common Stock. Furthermore, pursuant to the Side Letter Agreement, upon a successful up-listing of the Company's shares on the NASDAQ Capital Markets and once the market capitalization of the Company is greater than $50 million for a period of 10 consecutive trading days, Mr. Maimon and Mr. De Prado will have a right to earn a special bonus in the amount of $250 each. | ||
Processing Services Agreement [Member] | |||
Cima Telecom Inc (Textual) | |||
Side letter agreement, description | The Company entered into a five (5) year Processing Services Agreement (“PSA”) with Incomm, a leading payments technology company, to power and expand the Company’s GPR card network. Incomm distributes Gift and GPR Cards to over 210,000 U.S. retailers and has long standing partnerships with over 1,000 of the most recognized brands that are eligible for Cuentas’ Discount Purchase Platform. Through its 94% owned subsidiary, | The company will pay an initial Program Setup & Implementation Fees in the amount of $500, which of $300will be paid at the earlier of the Launch Date or three (3) months after contract execution, then $50,000 each at the beginning of the second, third, fourth and fifth anniversary of the agreement. In addition, the Company will pay a minimum monthly fee of $30 starting on the fourth month of the first year following the launch of the Cuentas GPR card, $50 during the second year following the launch of the Cuentas GPR card and $75 thereafter. The Company will as also pay 0.25% of all funds added to the Cuentas GPR cards, excluding Vanilla Direct Reload Network and an API Services fee of $0.005 per transaction. The Company may pay other fees as agreed between the Company and Incomm. | |
Convertible Common Stock [Member] | |||
Cima Telecom Inc (Textual) | |||
Issuance of common stock | 1,757,478 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies and Basis of Presentation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value of Embedded Derivative Liabilities: | ||
Balance, Beginning | $ 33 | $ 574 |
Change in fair value | (30) | (514) |
Reclassification due to conversion | (27) | |
Change due to conversion | ||
Balance, Ending | $ 3 | $ 33 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies and Basis of Presentation (Details 1) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Common stock price | $ 5.7 | $ 3 |
Expected volatility | 220.00% | 2.33% |
Expected term | 2 months 30 days | 1 year 2 months 30 days |
Risk free rate | 1.55% | 2.56% |
Forfeiture rate | 0.00% | 0.00% |
Expected dividend yield | 0.00% | 0.00% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies and Basis of Presentation (Details 2) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Assets: | ||
Total assets | $ 79 | |
Liabilities: | ||
Total liabilities | 745 | 258 |
Marketable securities [Member] | ||
Assets: | ||
Total assets | 79 | |
Stock based liabilities [Member] | ||
Liabilities: | ||
Total liabilities | 742 | 225 |
Long term derivative value [Member] | ||
Liabilities: | ||
Total liabilities | 33 | |
Short Term Derivative Value [Member] | ||
Liabilities: | ||
Total liabilities | 3 | |
Level 1 [Member] | ||
Assets: | ||
Total assets | 79 | |
Liabilities: | ||
Total liabilities | 745 | 258 |
Level 1 [Member] | Marketable securities [Member] | ||
Assets: | ||
Total assets | 79 | |
Level 1 [Member] | Stock based liabilities [Member] | ||
Liabilities: | ||
Total liabilities | 742 | 225 |
Level 1 [Member] | Long term derivative value [Member] | ||
Liabilities: | ||
Total liabilities | 33 | |
Level 1 [Member] | Short Term Derivative Value [Member] | ||
Liabilities: | ||
Total liabilities | 3 | |
Level 2 [Member] | ||
Assets: | ||
Total assets | ||
Liabilities: | ||
Total liabilities | ||
Level 2 [Member] | Marketable securities [Member] | ||
Assets: | ||
Total assets | ||
Level 2 [Member] | Stock based liabilities [Member] | ||
Liabilities: | ||
Total liabilities | ||
Level 2 [Member] | Long term derivative value [Member] | ||
Liabilities: | ||
Total liabilities | ||
Level 2 [Member] | Short Term Derivative Value [Member] | ||
Liabilities: | ||
Total liabilities | ||
Level 3 [Member] | ||
Assets: | ||
Total assets | ||
Liabilities: | ||
Total liabilities | ||
Level 3 [Member] | Marketable securities [Member] | ||
Assets: | ||
Total assets | ||
Level 3 [Member] | Stock based liabilities [Member] | ||
Liabilities: | ||
Total liabilities | ||
Level 3 [Member] | Long term derivative value [Member] | ||
Liabilities: | ||
Total liabilities | ||
Level 3 [Member] | Short Term Derivative Value [Member] | ||
Liabilities: | ||
Total liabilities |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies and Basis of Presentation (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Summary of Significant Accounting Policies and Basis of Presentation (Textual) | |||
FDIC insured | $ 250 | $ 250 | |
Other income received as investment | 550 | ||
Allowance for doubtful accounts | |||
Amortization expense | $ 428 | ||
Number of new dilutive common shares | 1,227,992 | ||
Options to purchases, description | Of these potentially dilutive securities, only 264,251 shares which the Company is obligated to issue and 140,000 options to purchase of common stock at price of $2.675 per share are included in the computation of diluted earnings per share. Additionally, the Company had A Convertible note totaling $250,000 representing an additional83,334 common shares included in the computation of diluted earnings per share because the effect of including the remaining instruments would be anti-dilutive. | Of these potentially dilutive securities, only 95,443 shares which the Company is obligated to issue and 90,000 options to purchase of common stock at price of $3 per share are included in the computation of diluted earnings per share because the effect of including the remaining instruments would be anti-dilutive. | |
Advertising costs | $ 25 | $ 46 | |
Trading losses | 78 | 171 | |
Asset impairment charges | 583 | ||
Asset impairment charges | 1,917 | ||
Total impairment charge related to goodwill | $ 1,334 | ||
Common stock shares issued | 33,334 | ||
Green Spirit Industries [Member] | |||
Summary of Significant Accounting Policies and Basis of Presentation (Textual) | |||
Acquisition, shares of common stock | 50,000 | ||
Convertible Debt [Member] | |||
Summary of Significant Accounting Policies and Basis of Presentation (Textual) | |||
Potentially dilutive securities | 264,251 | 95,443 | |
Purchase of common stock | 212,044 | 162,044 | |
Convertible Debt [Member] | Minimum [Member] | |||
Summary of Significant Accounting Policies and Basis of Presentation (Textual) | |||
Common stock at prices | $ 2.10 | $ 3 | |
Convertible Debt [Member] | Maximum [Member] | |||
Summary of Significant Accounting Policies and Basis of Presentation (Textual) | |||
Common stock at prices | $ 54 | $ 54 | |
Accounts Receivable [Member] | |||
Summary of Significant Accounting Policies and Basis of Presentation (Textual) | |||
Allowance for doubtful accounts | $ 20 | $ 20 |
Property and Equiprmnet, Net (D
Property and Equiprmnet, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Abstract] | ||
Office Equipment | $ 9 | $ 17 |
Less-accumulated depreciation | (4) | (4) |
Property and equipment, net | $ 5 | $ 13 |
Property and Equiprmnet, Net _2
Property and Equiprmnet, Net (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property and Equiprmnet, Net (Textual) | ||
Depreciation expenses | $ 1 | $ 2 |
Other Accounts Liabilities (Det
Other Accounts Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Other Accounts Liabilities [Abstract] | ||
Settlements payable | $ 1,029 | |
Accrued expenses and other liabilities | 201 | 564 |
Accrued salaries and wages | 540 | 967 |
Total | $ 741 | $ 2,560 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | |
Due from related parties | |||
Glocal Payments Solutions Inc. (d/b/a Glocal Card Services) | [1] | $ 36 | |
Next Cala 360 | [2] | 54 | |
Total Due from related parties | 54 | 36 | |
Related party payables, net of discounts | |||
Due to Next Communications, Inc. (current) | [3] | 10 | 2,972 |
Due to Asiya Communications SAPI de C.V. (current) | [4] | 26 | |
Michael De Prado (current) | [5] | 100 | |
Orlando Taddeo | [6] | 2,613 | |
Next Cala 360 (current) | [2] | 14 | |
Total Due from related parties | $ 10 | $ 5,725 | |
[1] | Glocal Payments Solutions Inc. (d/b/a Glocal Card Services) is the Company's partner in the NextGlocal Inc. Next Glocal Inc. was dissolved on September 27, 2019. | ||
[2] | Next Cala 360, is a Florida corporation established and managed by the Company's Chief Executive Officer. | ||
[3] | Next Communication, Inc. is a corporation in which the Company's Chief Executive Officer a controlling interest and serves as the Chief Executive Officer. See disclosure above regarding payments by the Company in connection with the bankruptcy of Next Communication, Inc.. | ||
[4] | Asiya Communications SAPI de C.V.is a telecommunications company organized under the laws of Mexico, in which the Company's Chief Executive Officer holds a substantial interest and is involved in active management. | ||
[5] | Michael De Prado is the Company's President. On February 28, 2019, the Company issued 66,402 shares of its Common Stock in settlement of this debt. | ||
[6] | Represents the amount due to Orlando Taddeo from the Limecom Acquisition. |
Related Party Transactions (D_2
Related Party Transactions (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Related Party Revenues [Member] | |||
Related Party Transaction [Line Items] | |||
Next Communications, Inc. | $ 14,310 | ||
VTX Corporation | [1] | 11,890 | |
Airtime Sp.z.o.o. | 5,095 | ||
Asiya Communications SAPI de C.V. | 15,383 | ||
RUBELITE - C | [1] | 2,989 | |
Total | 49,667 | ||
Related Party Costs of Revenues [Member] | |||
Related Party Transaction [Line Items] | |||
Next Communications, Inc. | 14,310 | ||
VTX Corporation | 24,017 | ||
Airtime Sp.z.o.o. | 5,529 | ||
Asiya Communications SAPI de C.V. | 15,361 | ||
Total | $ 59,217 | ||
[1] | Corporations that are owned by one of the Company's shareholders and a former owner of Limecom |
Related Party Transactions (D_3
Related Party Transactions (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Dec. 27, 2019 | Feb. 28, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | May 10, 2019 | Mar. 05, 2019 | Jan. 29, 2019 | |
Related Party Transactions (Textual) | ||||||||
Revenues from related parties | $ 0 | $ 49,667 | $ 1,019 | |||||
Accounts payable, related party | $ 600 | |||||||
Common stock to settle this debt | 66,402 | |||||||
Interest expense | 67 | 237 | ||||||
Payment in default due | $ 550 | |||||||
Paid in trust account | $ 60,000 | |||||||
Purchases from related parties | $ 0 | $ 59,217 | $ 0 | |||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||
Next Cala, Inc. [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Due from related parties | $ 8 | |||||||
Rubelite- C [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Due from related parties | 2,989 | |||||||
Asiya Communications S.A. de C.V. [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Accounts payable, related party | ||||||||
Due from related parties | 39 | |||||||
Next Communications Inc [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Accounts payable, related party | ||||||||
Voting Rights [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Outstanding accounts receivable | $ 3,006 | |||||||
Employment Contracts [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Bonus received | $ 250 | |||||||
Common stock, par value | $ 0.001 | |||||||
Employment Contracts [Member] | Michael De Prado [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Employment agreements term, description | (a) a base salary of $265 per annum which will increase by a minimum $15 or 5% on the 12 month anniversary of his employment agreement; (b) Restricted Stock Units; (c) a minimum grant of 100,000 stock options per year, with the exercise price valued based on the Company's stock price at the date of exercise, pursuant to the terms and conditions of the Company's Stock Option Incentive Plan; (d) an $8,000 automobile expense allowance per year; (e) participation in the Company's employee benefits plan; (f) participation in the Company's Performance Bonus Plan, if and when in effect. | |||||||
Granted stock | 88,000 | |||||||
Employment Contracts [Member] | Arik Maimon [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Employment agreements term, description | (a) a base salary of $295per annum which will increase by a minimum $15or 5% on the 12 month anniversary of his employment agreement; (b) Restricted Stock Units; (c) a minimum grant of 100,000 stock options per year, with share price valued at the date of exercise, pursuant to the terms and conditions of the Company's Stock Option Incentive Plan; (d) An $10 automobile expense allowance per year; (e) participation in the Company's employee benefits plan; (f) participation in the Company's Performance Bonus Plan, if and when in effect. | |||||||
Granted stock | 110,000 | |||||||
Minimum [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Exercise options to purchase percentage | 4.00% | |||||||
Maximum [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Exercise options to purchase percentage | 5.00% |
Stock Options (Details)
Stock Options (Details) - Stock option [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Shares | ||
Outstanding, Beginning Balance | 162,044 | 105,378 |
Granted | 50,000 | 90,000 |
Forfeited | (33,334) | |
Outstanding, Ending Balance | 212,044 | 162,044 |
Weighted-Average Exercise Price Per Share | ||
Outstanding, Beginning Balance | $ 16.09 | $ 39.27 |
Granted | 2.09 | 3 |
Forfeited | 54 | |
Outstanding, Ending Balance | $ 12.79 | $ 16.09 |
Stock Options (Details 1)
Stock Options (Details 1) - Stock option [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Outstanding | ||
Number of Option Shares | 212,044 | 162,044 |
Weighted Average Exercise Price | $ 12.79 | $ 16.09 |
Weighted Average Remaining Life (Years) | 1 year 4 months 20 days | 2 years 8 months 23 days |
Exercisable | ||
Number of Option Shares | 182,044 | 102,044 |
Weighted Average Exercise Price | $ 14.40 | $ 23.79 |
$54.00 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise Prices | $ 54 | $ 54 |
Outstanding | ||
Number of Option Shares | 25,000 | 25,000 |
Weighted Average Exercise Price | $ 54 | $ 54 |
Weighted Average Remaining Life (Years) | 2 months 30 days | 1 year 2 months 30 days |
Exercisable | ||
Number of Option Shares | 25,000 | 25,000 |
Weighted Average Exercise Price | $ 54 | $ 54 |
$21.00 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise Prices | $ 21 | $ 21 |
Outstanding | ||
Number of Option Shares | 47,044 | 47,044 |
Weighted Average Exercise Price | $ 21 | $ 21 |
Weighted Average Remaining Life (Years) | 1 year 5 months 27 days | 1 year 5 months 27 days |
Exercisable | ||
Number of Option Shares | 47,044 | 47,044 |
Weighted Average Exercise Price | $ 21 | $ 21 |
$3.00 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise Prices | $ 3 | $ 3 |
Outstanding | ||
Number of Option Shares | 90,000 | 90,000 |
Weighted Average Exercise Price | $ 3 | $ 3 |
Weighted Average Remaining Life (Years) | 4 years 8 months 16 days | 4 years 8 months 16 days |
Exercisable | ||
Number of Option Shares | 60,000 | 30,000 |
Weighted Average Exercise Price | $ 3 | $ 3 |
$2.09 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise Prices | $ 2.09 | |
Outstanding | ||
Number of Option Shares | 50,000 | |
Weighted Average Exercise Price | $ 2.09 | |
Weighted Average Remaining Life (Years) | 2 years 2 months 27 days | |
Exercisable | ||
Number of Option Shares | 50,000 | |
Weighted Average Exercise Price | $ 2.09 |
Stock Options (Details 2)
Stock Options (Details 2) - $ / shares | Sep. 13, 2018 | Mar. 21, 2019 |
Thirty Thousand Option [Member] | Board of Directors Chairman [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock price | $ 5.05 | $ 2.09 |
Dividend yield | 0.00% | 0.00% |
Risk-free interest rate | 2.87% | 2.18% |
Expected term (years) | 5 years | 5 years |
Expected volatility | 374.26% | 281.00% |
Sixty Thousand Option [Member] | Chief Executive Officer [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock price | $ 5.05 | |
Dividend yield | 0.00% | |
Risk-free interest rate | 2.87% | |
Expected term (years) | 5 years | |
Expected volatility | 374.26% |
Stock Options (Details Textual)
Stock Options (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Sep. 13, 2018 | Mar. 21, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jun. 26, 2017 |
Stock Options (Textual) | ||||||
Risk free rate | 1.55% | 2.56% | ||||
Expected term | 2 months 30 days | 1 year 2 months 30 days | ||||
Expected volatility | 220.00% | 2.33% | ||||
Employee Stock Option [Member] | ||||||
Stock Options (Textual) | ||||||
Options exercise price per share | $ 23.79 | |||||
Stock based expense | $ 218 | $ 218 | ||||
Unrecognized expense | $ 120 | $ 235 | ||||
Employee Stock Option [Member] | Chief Executive Officer [Member] | ||||||
Stock Options (Textual) | ||||||
Options issued | 60,000 | 50,000 | ||||
Exercise price of options | $ 3 | $ 2.09 | ||||
Option value | $ 302 | $ 103 | ||||
Employee Stock Option [Member] | Board of Directors Chairman [Member] | ||||||
Stock Options (Textual) | ||||||
Options issued | 30,000 | |||||
Exercise price of options | $ 3 | |||||
Option value | $ 151 | |||||
Employee Stock Option [Member] | Officer [Member] | ||||||
Stock Options (Textual) | ||||||
Stock based expense | $ 776 | |||||
Stock price | $ 0.055 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 12 Months Ended |
Dec. 31, 2019shares | |
Balance, December 31, 2018 | 1,588,942 |
Balance, December 31, 2019 | 4,639,139 |
Common Stock [Member] | |
Balance, December 31, 2018 | 1,588,942 |
Shares issued for Common Stock subscriptions | 441,645 |
Shares issued due to conversion of Convertible Promissory Note | 2,090,811 |
Shares issued for services | 100,334 |
Shares issued due to the rescission of Limecom acquisition | 107,910 |
Shares issued as settlement of debt | 309,497 |
Balance, December 31, 2019 | 4,639,139 |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) $ in Thousands | May 28, 2019USD ($) |
10/26/2019 [Member] | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |
Convertible debt | $ 500 |
01/26/2020 [Member] | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |
Convertible debt | $ 500 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Nov. 05, 2019 | Sep. 24, 2019 | Sep. 11, 2019 | Feb. 12, 2019 | Oct. 01, 2019 | Jul. 30, 2019 | Jan. 31, 2019 | Feb. 28, 2018 | Jan. 31, 2019 | Jan. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 23, 2019 | Sep. 18, 2019 | Aug. 12, 2019 | Jul. 18, 2019 | May 28, 2019 | May 11, 2019 |
Stockholders' Equity (Textual) | ||||||||||||||||||
Common stock shares, issued | 4,639,139 | 1,588,942 | ||||||||||||||||
Fair market value | $ 464 | |||||||||||||||||
Common stock consultant, pursuant | 309,497 | |||||||||||||||||
Common stock shares issued | 33,334 | |||||||||||||||||
Binding term sheet, agreement | On February 28, 2019, the Company signed a binding term sheet (the "Optima Term Sheet") with Optima Fixed Income LLC ("Optima") for a total investment of $2,500over one year and received $500on the same date. Under the Optima Term Sheet, it was agreed that the initial invested amount would be $500in consideration for 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 principle of $2,000, which may be funded on a quarterly basis (the "Optima Convertible Note"). The term of the Optima Convertible Note is three years and it is convertible at a price per share that is equal to 75% of the public share price at date of conversion, but in any case, not less than $3.00 per share. Optima will additionally be granted a proxy to vote with the Company's Series B Preferred shares, par value $0.001 per share (the "Preferred Stock") held by the Company's Chief Executive Officer and President. 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 the Optima Term Sheet. | |||||||||||||||||
Common stock, shares authorized | 360,000,000 | 360,000,000 | ||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||||||||||
2016 Incentive Plan [Member] | ||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||
Fair market value | $ 1,140 | |||||||||||||||||
Common stock consultant, pursuant | 200,000 | |||||||||||||||||
Common stock shares issued | 200,000 | |||||||||||||||||
Vesting period | 3 years | |||||||||||||||||
Convertible Promissory Note [Member] | ||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||
Common stock, shares authorized | 1,757,478 | |||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||||||||||||
Preferred stock, shares designated | 10,000,000 | 10,000,000 | ||||||||||||||||
Preferred stock, shares outstanding | 10,000,000 | 10,000,000 | ||||||||||||||||
Preferred stock, shares issued | 10,000,000 | 10,000,000 | ||||||||||||||||
Preferred stock, voting rights, description | The holders of Series B Preferred Stock shall be entitled to 1,000 votes for each share of Series B Stock that is held when voting together with holders of the Common Stock. | |||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||
Common stock shares, issued | 62,248 | 34,859 | 65,334 | |||||||||||||||
Fair market value | $ 372 | |||||||||||||||||
Common stock shares issued in consideration | $ 62 | $ 34 | ||||||||||||||||
Common stock, shares authorized | 9,500,000,000 | |||||||||||||||||
Common Stock [Member] | Service Agreements [Member] | ||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||
Common stock shares, issued | 25,000 | |||||||||||||||||
Fair market value | $ 49 | |||||||||||||||||
Common Stock 1 [Member] | Service Agreements 1 [Member] | ||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||
Common stock shares, issued | 10,000 | |||||||||||||||||
Fair market value | $ 20 | |||||||||||||||||
Preferred Stock [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | |||||||||||||||||
Limecom [Member] | ||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||
Common stock shares issued in consideration | $ 107,910 | |||||||||||||||||
Optima [Member] | ||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||
Additional deposit, Description | Under the subscription agreement, Dinar Zuz made an additional deposit of $250and agreed to provide an additional amount of $1,000 to the Company, which will be provided in a form of a convertible note | |||||||||||||||||
Additional deposit | $ 200 | $ 550 | ||||||||||||||||
Dinar Zuz LLC [Member] | ||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||
Common stock shares, issued | 500,000 | |||||||||||||||||
Additional deposit | $ 250 | |||||||||||||||||
Private Placement [Member] | ||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||
Common stock shares issued | 16,667 | |||||||||||||||||
Cash received | $ 50 | |||||||||||||||||
Warrants to purchase common stock | 35,834 | 16,667 | ||||||||||||||||
Common stock at an exercise price | $ 3.25 | $ 3.25 | $ 3.25 | $ 3.25 | ||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||
Common stock shares, issued | 61,226 | 65,978 | ||||||||||||||||
Fair market value | $ 50 | |||||||||||||||||
Common stock shares issued in consideration | $ 54 | $ 32 | 17,333 | |||||||||||||||
Securities Purchase Agreement [Member] | September 21, 2018 [Member] | ||||||||||||||||||
Stockholders' Equity (Textual) | ||||||||||||||||||
Fair market value | $ 50,000 | |||||||||||||||||
Common stock shares issued | 16,667 |
Customer Concentration (Details
Customer Concentration (Details) - Accounts Receivable [Member] - Customers | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Customer Concentration (Textual) | ||
Concentration risk, percentage | 10.00% | 56.00% |
Number of customers | 1 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Nov. 07, 2018 | Feb. 12, 2018 | Jul. 06, 2017 | Mar. 31, 2019 | Jan. 29, 2019 | Dec. 20, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Commitments and Contingencies (Textual) | |||||||||
Legal settlement alleging claim, description | On April 17, 2019, the Company entered into a settlement agreement (the "SVS Settlement Agreement") with Comdata, Inc. d/b/a Stored Value Solutions ("SVS") whereby the Company will pay a total of $37 over 7 months, starting July 1, 2019. Only in the event that the Company defaults by failing to make timely payments, SVS may file in Kentucky for the judgment of $70. As of December 31, 2019, the Company paid $25 the stipulated amount in accordance with the SVS Settlement Agreement. | Even though the Company made the agreed payment of $10 on January 2, 2017 and issued 12,002 shares as conversion of the $70 note as agreed in the settlement agreement, the Plaintiff alleges damages which the Company claims are without merit because they received full compensation as agreed. | |||||||
Reimbursement of attorneys fees and costs | $ 528 | ||||||||
Monthly rental payments of lease | $ 6 | ||||||||
Future guaranteed payments under lease | $ 5 | ||||||||
Lease expiration date | Nov. 1, 2019 | ||||||||
Unspecified damages | $ 1,053 | ||||||||
Claim for related party | $ 473 | ||||||||
Repayments | $ 10 | ||||||||
Services provided to subsidiary amount | $ 50 | $ 808 | $ 74,177 | ||||||
New claimed damages totaling | $ 1,108 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Loss before taxes, as reported in the consolidated statements of operations | $ 1,286 | $ 3,585 |
Federal and State statutory rate | 26.50% | 26.50% |
Theoretical tax benefit on the above amount at federal statutory tax rate | $ 341 | $ 950 |
Losses and other items for which a valuation allowance was provided or benefit from loss carry forward | (341) | (950) |
Actual tax income (expense) |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Net operating loss carry-forward | $ 1,830 | $ 2,015 |
Adjustments | (163) | (578) |
Valuation allowance | (1,667) | (1,437) |
Net deferred tax asset |
Income Taxes (Details 2)
Income Taxes (Details 2) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Income Tax Disclosure [Abstract] | |
Valuation allowance, December 31, 2018 | $ 1,437 |
Increase due to the recession of the acquisition of Limecom | 192 |
Increase | 38 |
Valuation allowance, December 31, 2019 | $ 1,667 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Dec. 22, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes (Textual) | |||
Corporate tax rate, description | New tax bill was signed into law that reduced the federal income tax rate for corporations from 35% to 21%. The new bill reduced the blended tax rate for the Company from 39.50% to 26.50%. | ||
Income tax benefits | $ 0 | $ 0 | |
Net federal operating loss carry forward expiration date | Dec. 31, 2039 | ||
Tax credits, percentage | 50.00% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | Mar. 03, 2020 | Feb. 10, 2020 | Feb. 07, 2020 | Jan. 14, 2020 | Jan. 03, 2020 | Nov. 05, 2019 | Jan. 14, 2020 | Jan. 09, 2020 | Feb. 28, 2018 |
Subsequent Events (Textual) | |||||||||
Issued shares of common stock | 309,497 | ||||||||
Fair value | $ 464 | ||||||||
2016 Incentive Plan [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Issued shares of common stock | 200,000 | ||||||||
Fair value | $ 1,140 | ||||||||
Vesting period | 3 years | ||||||||
Subsequent Event [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Issued shares of common stock | 100,000 | ||||||||
Common stock shares issued in consideration, description | Dinar Zuz provided an additional amount of $450 to the Company which was be provided in a form of the Dinar Zuz Convertible Note pursuant to a securities purchase agreement between the Company and Dinar Zuz, dated July 30, 2019. | Dinar Zuz provided an additional amount of $300 to the Company which was be provided in a form of the Optima Convertible Note pursuant to a securities purchase agreement between the Company and Optima, dated July 30, 2019. Additionally, on January 3, 2020, the Company issued 100,000 shares of its Common Stock to Dinar Zuz LLC, as a result of a conversion of the Dinar Convertible Note in the amount of $300. | |||||||
Number of shares issued | 10,000 | ||||||||
Subsequent Event [Member] | 2016 Incentive Plan [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Issued shares of common stock | 58,334 | ||||||||
Fair value | $ 332 | ||||||||
Subsequent Event [Member] | Dinar Zuz LLC [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Amount of shares issued | $ 700 | ||||||||
Number of shares issued | 1,157,478 | ||||||||
Subsequent Event [Member] | Service Agreement [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Amount of shares issued | $ 240 | ||||||||
Number of shares issued | 40,000 | ||||||||
Subsequent Event [Member] | Settlement of stock-based liabilities[Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Amount of shares issued | $ 890 | ||||||||
Number of shares issued | 124,668 |