NOTE 12 – RELATED PARTY TRANSACTIONS

On November 19, 2021, the company granted 10,800 shares of common stock to Alina Dulimof, Director, for services. The shares were valued at $4.63, the closing stock price on the date of grant, for total non-cash stock compensation expense of $50,004.

On November 19, 2021, the company granted 10,800 shares of common stock to Amir Sternhell, Director, for services. The shares were valued at $4.63, the closing stock price on the date of grant, for total non-cash stock compensation expense of $50,004.

On November 19, 2021, the company granted 14,039 shares of common stock to Ehud Ernst, Director, for services. The shares were valued at $4.63, the closing stock price on the date of grant, for total non-cash stock compensation expense of $65,001.

On January 3, 2022, the Company entered into a share exchange agreement with all of the shareholders of Crowd Ignition, Inc. (“Crowd Ignition”) whereby the Company purchased 100% of the equity of Crowd Ignition in exchange for 1,318,408 shares of the common stock, par value $0.0001 of the Company (the “CI Issued Shares”). The value of the CI Issued Shares was, for purposes of the Agreement, based on the closing trading price of the Company on October 1, 2021 (the date on which a third-party fairness opinion was issued), resulting in an aggregate purchase price for Crowd Ignition of $5.3 million. The purchase price was used solely to establish the agreed upon purchase price between the parties and not for accounting purposes.

Crowd Ignition is a web-based crowdfunding software system. Ronny Yakov, Chairman and CEO of the Company and John Herzog, a significant shareholder of the Company, collectively owned 100% of the equity of Crowd Ignition. The acquisition of Crowd Ignition., was determined to be a common control transaction as each Company has the same two shareholders with a majority ownership. As a result, the assets and liabilities assumed were recorded on the Company’s condensed consolidated financial statements at their respective carry-over basis; however, as of January 3, 2022, Crowd Ignition has no assets, liabilities or other operations.

On December 14, 2022, Mr. Herzog converted 3,612 shares of Series A Preferred Stock together with $932,193 of accrued dividends into 504,910 shares of common stock.

The Company is obliged to issue shares worth of $165,000 to Directors for their service during the year ended December 31, 2022 – a provision for this compensation has been accrued in the balance sheet as of December 31, 2022.

Refer to Note 7 for options to purchase shares of common stock issued to the CEO and shareholder.