% of our issued and outstanding common stock immediately prior to the closing date , at a per share value of $ 2.5183 , or $ 2,214,175 in the aggregate . we issued the remaining $ 7,785,825 of the approximately $ 10 million agreed upon consideration to fcop in the form of 123,668 shares of newly designated non-voting series a convertible preferred stock . each share of the series a convertible preferred stock was originally convertible into 25 shares of common stock , subject to the satisfaction of certain conditions , including stockholder approval of such conversion , which was obtained on october 12 , 2017. these shares were subsequently converted into common stock . the contribution agreement contemplated that additional contributions would be made prior to december 31 , 2017 if fcop completed its purchase of additional properties ; however , fcop failed to acquire those additional properties before the december 31 , 2017 deadline and , therefore , only the closing described above was completed . we elected to early adopt asu 2017-01 , business combinations ( topic 805 ) clarifying the definition of a business . accordingly , the determination of whether the transaction represents a business combination was evaluated by applying asu 2017-01 guidance . we have determined that the group of assets assumed do not include ( and also , none of them on a stand-alone basis ) include , an input and a substantive process that together significantly contribute to the ability to create output and thus it was determined that the contribution represents an acquisition of assets rather than a business combination . accordingly , the total sum of the fair value of consideration given ( i.e . the fair value of the equity interests issued ) together with the transaction costs , was allocated to the individual assets acquired and liabilities assumed based on their relative fair values at the date of acquisition . such allocation did not give rise to goodwill . see item 1 “ business—contribution transaction ” for more information . recent developments gadsden transaction on march 13 , 2019 , we entered into the gadsden purchase agreement . see item 1 “ business—gadsden transaction ” for details regarding this transaction and related termination of the merger agreement . purchase of roseville series a preferred units on january 14 , 2019 , we purchased 1,000 series a preferred units of gadsden roseville , llc , a delaware limited liability company , or gadsden roseville , for a purchase price of $ 350,000 , in accordance with an amended and restated limited liability company agreement of roseville , or the llc agreement , entered into among gadsden roseville , gadsden realty investments i , llc , a wholly owned subsidiary of gadsden , or gadsden investments , and our company , on january 14 , 2019. gadsden investments , the other member of gadsden roseville , owns 1,000 common units . gadsden roseville is the sole owner . see the roseville property described under item 1 “ business ” . the series a preferred units entitle us to priority distribution rights . in accordance with the llc agreement , net cash flow ( as defined in the llc agreement ) is distributed among the members as follows : ( i ) first , to our company , an amount equal to the series a preferred return then accrued and payable ; ( ii ) second , to our company , an amount equal to its unreturned capital ; and ( iii ) then , to gadsden investments . “ series a preferred return ” means an amount equal to a return that accrued on the capital contributions of our company at 15 % per annum compounded annually ; provided , however , that if we have not received an amount equal to our unreturned capital on or prior to may 14 , 2019 , then from and after such date , the series a preferred return shall accrue on our capital contributions at 25 % per annum compounded annually . “ unreturned capital ” means an amount equal to our aggregate capital contributions less the aggregate distributions made to us . roseville is managed by two managers - one designated by us and one designated by gadsden investments . the current managers are michael r. stewart , our chief executive officer , and john hartman , gadsden 's chief executive officer . except as otherwise provided in the llc agreement , actions by gadsden roseville require the unanimous consent of the two managers . 26 going concern the accompanying financial statements have been prepared assuming we will continue as a going concern , which contemplates the realization of assets and satisfaction of liabilities in the normal course of business . as of december 31 , 2018 , we had an accumulated deficit of approximately $ 139.7 million and incurred an operating loss for the year ended december 31 , 2018 of approximately $ 5.6 million . subsequent to the sale of our last significant business unit , we have dedicated most of our financial resources to general and administrative expenses associated with its ongoing business of real estate development and asset management . cash and cash equivalents as of december 31 , 2018 were approximately $ 1.8 million . we have historically financed our activities with cash from operations , the private placement of equity and debt securities , borrowings under lines of credit and , in the most recent periods , with the sale of certain assets and business units . we will be required to obtain additional liquidity resources in order to support our ongoing operations . story_separator_special_tag we accounted for the aforesaid option according to the provisions of asc 480 , “ distinguishing liabilities from equity ” since the option is considered freestanding , we believe it is legally detachable and separately exercisable . in addition , the option was exercisable for convertible preferred stock which was subject to possible redemption at the option of the holder . we classified the option as non-current liability , remeasured at fair value each reporting period until the option will be exercised or expired , with changes in the fair values being recognized in our statement of comprehensive loss as financial income or expense . the fair value of the option was estimated at the initial date and december 31 , 2017 by using hybrid method that includes scenario of conversion and scenario liquidation and the black-scholes option pricing model . in the first scenario , the redeemable convertible preferred stock price applied in the model was assumed based on the as-converted price on the date of estimation . expected volatility was estimated by using a group of peers in the real estate development , homebuilding and income-producing properties sectors , and applying a 75 % percentile ranking based on our total capitalization . in the second scenario , the option was estimated based on the value of the option in a proposed liquidation scenario . a probability weighting was applied to determine the expected value of the option . during the year ended december 31 , 2018 , we recorded income from revaluation of the option to purchase redeemable convertible b preferred stock in total amount of approximately $ 3.29 million . income taxes . as part of the process of preparing our consolidated financial statements , we are required to estimate our income taxes in each of the jurisdictions in which we operate . this process requires us to estimate our actual current tax exposure and make an assessment of temporary differences resulting from differing treatment of items , for tax and accounting purposes . these differences result in deferred tax assets and liabilities , which are included within our consolidated balance sheet . we must then assess the likelihood that our deferred tax assets will be recovered from future taxable income and , to the extent we believe that recovery is more likely than not , we establish a valuation allowance . our assessment for the year ended december 31 , 2018 , is that a 100 % valuation allowance is still required . to the extent we establish a valuation allowance or increase this allowance in a period , we must include an expense within the tax provision in the consolidated statement of operations . significant management judgment is required in determining our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets . in the event that we generate taxable income in the jurisdictions in which we operate and in which we have net operating loss carry-forwards that we can utilize to offset all or part of this taxable income , we may be required to adjust our valuation allowance . on december 22 , 2017 , the u.s. government enacted comprehensive tax legislation commonly referred to as the tax cuts and jobs act , or the tax act . the tax act makes broad and complex changes to the u.s. tax code , including , but not limited to , reducing the u.s. federal corporate tax rate from 35 % to 21 % ; eliminating the corporate alternative minimum tax , or amt , and changing how existing amt credits can be realized ; creating a new limitation on deductible interest expense ; changing rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after december 31 , 2017 ; and changing limitations on the deductibility of certain executive compensation . in december 2017 , the sec issued staff accounting bulletin no . 118 , or sab 118 , which addresses situations where the accounting is incomplete for the income tax effects of the act . sab 118 directs taxpayers to consider the impact of the tax act as “ provisional ” when a company does not have the necessary information available , prepared or analyzed ( including computations ) to finalize the accounting for the change in tax law . companies were provided a measurement period of up to one year to obtain , prepare , and analyze information necessary to finalize the accounting for provisional amounts or amounts that can not be estimated as of december 31 , 2017. with regards to the tax act impact on the tax provision as it relates to our company for period year-ending december 31 , 2017 , we have recognized the provisional impact of tax reform related to the revaluation of deferred tax assets and liabilities from 35 % to 21 % of $ 17.2 million tax expense , which was offset by a reduction in the valuation allowance . in the years ended december 31 , 2018 and 2017 , we reported financial results for both operations and discontinued operations . asc 740-20-45 sets down the general rule for allocating income tax expense or benefit between operations and discontinued operations . the general rule requires the computation of tax expense or benefit by entity taking into consideration all items of income , expense , and tax credits . next , a computation is made taking into consideration only those items related to continuing operations . any difference is allocated to items other than continuing operations e.g . discontinued operations . under these general rules , no tax expense or benefit would be allocated to discontinued operations . 33 an exception to these rules applies under asc 740-20-45-7 where an entity has ( 1 ) a loss from continuing operations and income related to other items such as discontinued operations and ( 2 ) would not otherwise recognize a benefit for the loss

liquidity and capital resources as of december 31 , 2018 , we had a deficit approximately $ 139.7 million and cash and cash equivalents of approximately $ 1.8 million . to date , and subsequent to the recent sale of our last significant business unit , we have dedicated most of our financial resources to general and administrative expenses . we have historically financed our activities with cash from operations , the private placement of equity and debt securities , borrowings under lines of credit and , in the most recent periods , with sale of certain assets and business units . we will be required to obtain additional liquidity resources in order to support our operations . at this time , there is no guarantee that we will be able to obtain an adequate level of financial resources required for the short and long-term support of our operations or that we will be able to obtain additional financing as needed , or meet the conditions of such financing , or that the costs of such financing may not be prohibitive . summary of cash flows the following table provides detailed information about our net cash flow for all financial statement periods presented in this report : cash flow ( in thousands ) replace_table_token_3_th net cash used in operating activities was approximately $ 2.9 million for the year ended december 31 , 2018 compared to approximately $ 9.3 million for the year ended december 31 , 2017. the primary reason for the change is the continual wind-down of the former business operations ahead of the acquisition of income-producing real estate properties . net cash used in investing activities was approximately $ 0.3 million for the year ended december 31 , 2018 compared to net cash provided by investing activities of approximately $ 6.8 million for the year ended december 31 , 2017. the primary reason for the change was the cash received from the sale of the consumer division to ictv for the year ended december 31 , 2017. net cash provided by financing activities was approximately $ 4.1 million for the year ended december 31 , 2018 compared to approximately $ 0.9 million for the year ended december 31 , 2017.


 Write a concise suspicious activity report of the following text delimited by triple backquotes. Return your response as a formal report which covers the key points highlighting the location,dates,entity names and account holder information in chronological order of the text.
     ```liquidity and capital resources as of december 31 , 2018 , we had a deficit approximately $ 139.7 million and cash and cash equivalents of approximately $ 1.8 million . to date , and subsequent to the recent sale of our last significant business unit , we have dedicated most of our financial resources to general and administrative expenses . we have historically financed our activities with cash from operations , the private placement of equity and debt securities , borrowings under lines of credit and , in the most recent periods , with sale of certain assets and business units . we will be required to obtain additional liquidity resources in order to support our operations . at this time , there is no guarantee that we will be able to obtain an adequate level of financial resources required for the short and long-term support of our operations or that we will be able to obtain additional financing as needed , or meet the conditions of such financing , or that the costs of such financing may not be prohibitive . summary of cash flows the following table provides detailed information about our net cash flow for all financial statement periods presented in this report : cash flow ( in thousands ) replace_table_token_3_th net cash used in operating activities was approximately $ 2.9 million for the year ended december 31 , 2018 compared to approximately $ 9.3 million for the year ended december 31 , 2017. the primary reason for the change is the continual wind-down of the former business operations ahead of the acquisition of income-producing real estate properties . net cash used in investing activities was approximately $ 0.3 million for the year ended december 31 , 2018 compared to net cash provided by investing activities of approximately $ 6.8 million for the year ended december 31 , 2017. the primary reason for the change was the cash received from the sale of the consumer division to ictv for the year ended december 31 , 2017. net cash provided by financing activities was approximately $ 4.1 million for the year ended december 31 , 2018 compared to approximately $ 0.9 million for the year ended december 31 , 2017.
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 Suspicious Activity Report : % of our issued and outstanding common stock immediately prior to the closing date , at a per share value of $ 2.5183 , or $ 2,214,175 in the aggregate . we issued the remaining $ 7,785,825 of the approximately $ 10 million agreed upon consideration to fcop in the form of 123,668 shares of newly designated non-voting series a convertible preferred stock . each share of the series a convertible preferred stock was originally convertible into 25 shares of common stock , subject to the satisfaction of certain conditions , including stockholder approval of such conversion , which was obtained on october 12 , 2017. these shares were subsequently converted into common stock . the contribution agreement contemplated that additional contributions would be made prior to december 31 , 2017 if fcop completed its purchase of additional properties ; however , fcop failed to acquire those additional properties before the december 31 , 2017 deadline and , therefore , only the closing described above was completed . we elected to early adopt asu 2017-01 , business combinations ( topic 805 ) clarifying the definition of a business . accordingly , the determination of whether the transaction represents a business combination was evaluated by applying asu 2017-01 guidance . we have determined that the group of assets assumed do not include ( and also , none of them on a stand-alone basis ) include , an input and a substantive process that together significantly contribute to the ability to create output and thus it was determined that the contribution represents an acquisition of assets rather than a business combination . accordingly , the total sum of the fair value of consideration given ( i.e . the fair value of the equity interests issued ) together with the transaction costs , was allocated to the individual assets acquired and liabilities assumed based on their relative fair values at the date of acquisition . such allocation did not give rise to goodwill . see item 1 “ business—contribution transaction ” for more information . recent developments gadsden transaction on march 13 , 2019 , we entered into the gadsden purchase agreement . see item 1 “ business—gadsden transaction ” for details regarding this transaction and related termination of the merger agreement . purchase of roseville series a preferred units on january 14 , 2019 , we purchased 1,000 series a preferred units of gadsden roseville , llc , a delaware limited liability company , or gadsden roseville , for a purchase price of $ 350,000 , in accordance with an amended and restated limited liability company agreement of roseville , or the llc agreement , entered into among gadsden roseville , gadsden realty investments i , llc , a wholly owned subsidiary of gadsden , or gadsden investments , and our company , on january 14 , 2019. gadsden investments , the other member of gadsden roseville , owns 1,000 common units . gadsden roseville is the sole owner . see the roseville property described under item 1 “ business ” . the series a preferred units entitle us to priority distribution rights . in accordance with the llc agreement , net cash flow ( as defined in the llc agreement ) is distributed among the members as follows : ( i ) first , to our company , an amount equal to the series a preferred return then accrued and payable ; ( ii ) second , to our company , an amount equal to its unreturned capital ; and ( iii ) then , to gadsden investments . “ series a preferred return ” means an amount equal to a return that accrued on the capital contributions of our company at 15 % per annum compounded annually ; provided , however , that if we have not received an amount equal to our unreturned capital on or prior to may 14 , 2019 , then from and after such date , the series a preferred return shall accrue on our capital contributions at 25 % per annum compounded annually . “ unreturned capital ” means an amount equal to our aggregate capital contributions less the aggregate distributions made to us . roseville is managed by two managers - one designated by us and one designated by gadsden investments . the current managers are michael r. stewart , our chief executive officer , and john hartman , gadsden 's chief executive officer . except as otherwise provided in the llc agreement , actions by gadsden roseville require the unanimous consent of the two managers . 26 going concern the accompanying financial statements have been prepared assuming we will continue as a going concern , which contemplates the realization of assets and satisfaction of liabilities in the normal course of business . as of december 31 , 2018 , we had an accumulated deficit of approximately $ 139.7 million and incurred an operating loss for the year ended december 31 , 2018 of approximately $ 5.6 million . subsequent to the sale of our last significant business unit , we have dedicated most of our financial resources to general and administrative expenses associated with its ongoing business of real estate development and asset management . cash and cash equivalents as of december 31 , 2018 were approximately $ 1.8 million . we have historically financed our activities with cash from operations , the private placement of equity and debt securities , borrowings under lines of credit and , in the most recent periods , with the sale of certain assets and business units . we will be required to obtain additional liquidity resources in order to support our ongoing operations . story_separator_special_tag we accounted for the aforesaid option according to the provisions of asc 480 , “ distinguishing liabilities from equity ” since the option is considered freestanding , we believe it is legally detachable and separately exercisable . in addition , the option was exercisable for convertible preferred stock which was subject to possible redemption at the option of the holder . we classified the option as non-current liability , remeasured at fair value each reporting period until the option will be exercised or expired , with changes in the fair values being recognized in our statement of comprehensive loss as financial income or expense . the fair value of the option was estimated at the initial date and december 31 , 2017 by using hybrid method that includes scenario of conversion and scenario liquidation and the black-scholes option pricing model . in the first scenario , the redeemable convertible preferred stock price applied in the model was assumed based on the as-converted price on the date of estimation . expected volatility was estimated by using a group of peers in the real estate development , homebuilding and income-producing properties sectors , and applying a 75 % percentile ranking based on our total capitalization . in the second scenario , the option was estimated based on the value of the option in a proposed liquidation scenario . a probability weighting was applied to determine the expected value of the option . during the year ended december 31 , 2018 , we recorded income from revaluation of the option to purchase redeemable convertible b preferred stock in total amount of approximately $ 3.29 million . income taxes . as part of the process of preparing our consolidated financial statements , we are required to estimate our income taxes in each of the jurisdictions in which we operate . this process requires us to estimate our actual current tax exposure and make an assessment of temporary differences resulting from differing treatment of items , for tax and accounting purposes . these differences result in deferred tax assets and liabilities , which are included within our consolidated balance sheet . we must then assess the likelihood that our deferred tax assets will be recovered from future taxable income and , to the extent we believe that recovery is more likely than not , we establish a valuation allowance . our assessment for the year ended december 31 , 2018 , is that a 100 % valuation allowance is still required . to the extent we establish a valuation allowance or increase this allowance in a period , we must include an expense within the tax provision in the consolidated statement of operations . significant management judgment is required in determining our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets . in the event that we generate taxable income in the jurisdictions in which we operate and in which we have net operating loss carry-forwards that we can utilize to offset all or part of this taxable income , we may be required to adjust our valuation allowance . on december 22 , 2017 , the u.s. government enacted comprehensive tax legislation commonly referred to as the tax cuts and jobs act , or the tax act . the tax act makes broad and complex changes to the u.s. tax code , including , but not limited to , reducing the u.s. federal corporate tax rate from 35 % to 21 % ; eliminating the corporate alternative minimum tax , or amt , and changing how existing amt credits can be realized ; creating a new limitation on deductible interest expense ; changing rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after december 31 , 2017 ; and changing limitations on the deductibility of certain executive compensation . in december 2017 , the sec issued staff accounting bulletin no . 118 , or sab 118 , which addresses situations where the accounting is incomplete for the income tax effects of the act . sab 118 directs taxpayers to consider the impact of the tax act as “ provisional ” when a company does not have the necessary information available , prepared or analyzed ( including computations ) to finalize the accounting for the change in tax law . companies were provided a measurement period of up to one year to obtain , prepare , and analyze information necessary to finalize the accounting for provisional amounts or amounts that can not be estimated as of december 31 , 2017. with regards to the tax act impact on the tax provision as it relates to our company for period year-ending december 31 , 2017 , we have recognized the provisional impact of tax reform related to the revaluation of deferred tax assets and liabilities from 35 % to 21 % of $ 17.2 million tax expense , which was offset by a reduction in the valuation allowance . in the years ended december 31 , 2018 and 2017 , we reported financial results for both operations and discontinued operations . asc 740-20-45 sets down the general rule for allocating income tax expense or benefit between operations and discontinued operations . the general rule requires the computation of tax expense or benefit by entity taking into consideration all items of income , expense , and tax credits . next , a computation is made taking into consideration only those items related to continuing operations . any difference is allocated to items other than continuing operations e.g . discontinued operations . under these general rules , no tax expense or benefit would be allocated to discontinued operations . 33 an exception to these rules applies under asc 740-20-45-7 where an entity has ( 1 ) a loss from continuing operations and income related to other items such as discontinued operations and ( 2 ) would not otherwise recognize a benefit for the loss

