FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Vargas Harrison
2. Issuer Name and Ticker or Trading Symbol

Cuentas Inc. [ NXGH ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
_____ Officer (give title below)    __X__ Other (specify below)
Former 10% Owner
(Last)          (First)          (Middle)

10007 VESTAL PLACE
3. Date of Earliest Transaction (MM/DD/YYYY)

3/28/2018
(Street)

CORAL SPRINGS, FL 33071
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)        (State)        (Zip)
 

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 3/28/2018  P  300,000 A$0.0299 27,693,253 D  
Common Stock 3/29/2018  P  1,656,698 (1)A$0.0293 (2)29,349,951 D  
Common Stock 5/2/2018  P  198,000 A$0.03 29,547,951 D  
Common Stock 5/3/2018  P  312,000 A$0.0322 (3)29,859,951 D  
Common Stock 5/4/2018  P  140,049 A$0.0322 (4)30,000,000 D  
Common Stock 5/9/2018  P  900,000 A$0.03 30,900,000 D  
Common Stock 8/10/2018  P  700,000 A$0.0145 (5)31,600,000 (5)D  
Common Stock         3,900,000 (5)I * (6)
Common Stock         82,109 (5)I * (7)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) The reporting person's purchase of common stock reported herein may be deemed to be matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended, to the extent of 60,000 shares, with the reporting person's previously reported sale of 60,000 shares of common stock at a weighted average price of $0.039 per share on January 8, 2018. The reporting person has voluntarily disgorged any profits deemed realized from such transactions to Next Group Holdings, Inc.
(2) The price reported in Column 4 is a weighted average price. The shares were purchased on the open market at prices ranging from $0.026 to $0.0297 per share. Mr. Vargas undertakes to provide Next Group Holdings, Inc., any security holder of Next Group Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in Footnote (2).
(3) The price reported in Column 4 is a weighted average price. The shares were purchased on the open market at prices ranging from $0.0312 to $0.033 per share. Mr. Vargas undertakes to provide Next Group Holdings, Inc., any security holder of Next Group Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in Footnote (3).
(4) The price reported in Column 4 is a weighted average price. The shares were purchased on the open market at prices ranging from $0.032 to $0.0322 per share. Mr. Vargas undertakes to provide Next Group Holdings, Inc., any security holder of Next Group Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in Footnote (4).
(5) The registrant announced that on August 13, 2018, the Financial Industry Regulatory Authority (FINRA) approved the registrant's previously disclosed 1:300 reverse stock split of its common stock. Columns 4 and 5 report transactions and ownership before the reverse stock split and therefore do not reflect its effect.
(6) Mr. Vargas owns 3,900,000 shares of the common stock of Next Group Holdings, Inc. indirectly through Varsatel Corporation and Comtel Direct, LLC. Mr. Vargas is the sole stockholder, sole director, and chief executive officer of Varsatel Corporation. Mr. Vargas is the sole member of CHT Holdings, LLC, which is the managing member of Comtel Direct, LLC.
(7) Shares owned by spouse who shares Mr. Vargas's household. Mr. Vargas disclaims beneficial ownership of the shares owned by his spouse, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Vargas Harrison
10007 VESTAL PLACE
CORAL SPRINGS, FL 33071



Former 10% Owner

Signatures
/s/ Harrison Vargas8/13/2018
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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