Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 22, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | ARTEMIS THERAPEUTICS, INC. | |
Entity Central Index Key | 0001062128 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2022 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 0-24431 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-1417774 | |
Entity Address, Address Line One | 3 Eliezer Vardinon St | |
Entity Address, City or Town | Petach Tikva | |
Entity Address, Postal Zip Code | 4959507 | |
Entity Address, Country | IL | |
City Area Code | 646 | |
Local Phone Number | 233-1454 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | ATMS | |
Name of Exchange on which Security is Registered | NONE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 45,125,405 |
INTERIM CONDENSED CONSOLIDATED
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 149,396 | $ 471,074 |
Trade receivables | 44,870 | 171 |
Other receivables | 13,205 | 19,477 |
Inventory | 66,112 | 73,972 |
Total current assets | 273,583 | 564,694 |
NON-CURRENT ASSETS: | ||
Property and equipment, net | 48,753 | 36,500 |
Operating lease right-of-use assets | 46,462 | 55,402 |
Intangible assets, net | 36,656 | 32,154 |
Total long-term assets | 131,871 | 124,056 |
TOTAL ASSETS | 405,454 | 688,750 |
CURRENT LIABILITIES: | ||
Short-term credit | 85,864 | 96,608 |
Trade account payables | 75,566 | 42,040 |
Short-term operating lease liabilities | 18,014 | 19,118 |
Other account payables | 202,337 | 101,875 |
Total current liabilities | 381,781 | 259,641 |
NON-CURRENT LIABILITIES: | ||
Long-term loan from a related party | 233,449 | 238,957 |
Long-term operating lease liabilities | 24,824 | 38,369 |
Other liabilities | 35,462 | 32,268 |
Total long-term liabilities | 293,735 | 309,594 |
Total Liabilities | 675,516 | 569,235 |
STOCKHOLDERS' EQUITY (DEFICIENCY): | ||
Common stock, $0.01 par value - authorized: 51,000,000; issued and outstanding: 45,125,405 as of June 30, 2022 and 31,549,132 as of December 31, 2021 | 451,254 | 315,491 |
Capital reserve from transaction with related parties | 24,799 | 14,806 |
Additional paid in capital | 54,925 | 185,585 |
Accumulated deficit | (802,148) | (397,467) |
Total stockholders' deficiency | (270,062) | 119,515 |
Total liabilities and stockholders’ equity (deficiency) | 405,454 | 688,750 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY (DEFICIENCY): | ||
Convertible preferred stock, value | 5 | 0 |
Series C Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY (DEFICIENCY): | ||
Convertible preferred stock, value | 3 | 0 |
Series D Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY (DEFICIENCY): | ||
Convertible preferred stock, value | $ 1,100 | $ 1,100 |
INTERIM CONDENSED CONSOLIDATE_2
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Common stock, par value per share | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 51,000,000 | 51,000,000 |
Common stock, shares issued | 45,125,405 | 31,549,132 |
Common stock, shares outstanding | 45,125,405 | 31,549,132 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,000 | 1,000 |
Preferred stock, shares issued | 453 | 453 |
Preferred stock, shares outstanding | 453 | 453 |
Series C Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 250 | 250 |
Preferred stock, shares issued | 250 | 250 |
Preferred stock, shares outstanding | 250 | 250 |
Series D Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 110,000 | 110,000 |
Preferred stock, shares issued | 110,000 | 110,000 |
Preferred stock, shares outstanding | 110,000 | 110,000 |
INTERIM CONDENSED CONSOLIDATE_3
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenues | $ 61,283 | $ 3,377 | $ 77,660 | $ 3,377 |
Costs of revenues | 16,719 | 550 | 20,659 | 550 |
Gross profit | 44,564 | 2,827 | 57,001 | 2,827 |
Operating expenses | ||||
Sales and marketing | 86,832 | 8,023 | 196,034 | 18,073 |
General and administrative | 178,367 | 34,369 | 280,180 | 55,170 |
Total operating expenses | 265,199 | 42,392 | 476,214 | 73,243 |
Operating loss | (220,635) | (39,565) | (419,213) | (70,416) |
Financial (expenses) income, net | 19,239 | (6,309) | 14,532 | (8,251) |
Net Loss and Total Comprehensive Loss | $ (201,396) | $ (45,874) | $ (404,681) | $ (78,667) |
Loss per share: | ||||
Net loss per share, Basic | $ (0.0021) | $ (0.0006) | $ (0.0041) | $ (0.001) |
Net loss per share, Diluted | $ (0.0021) | $ (0.0006) | $ (0.0041) | $ (0.001) |
Weighted average number of shares of Common Stock used in calculation of net loss per common share: Basic | 31,699,979 | 26,109,483 | 31,624,556 | 26,109,483 |
Weighted average number of shares of Common Stock used in calculation of net loss per common share: Diluted | 31,699,979 | 26,109,483 | 31,624,556 | 26,109,483 |
Interim Condensed Statements of
Interim Condensed Statements of Stockholders' Equity (Unaudited) - USD ($) | Shares of Common Stock [Member] | Preferred Stock [Member] Preferred Stock A [Member] | Preferred Stock [Member] Preferred Stock C [Member] | Preferred Stock [Member] Preferred Stock D [Member] | Capital reserve from transaction with related parties [Member] | Additional Paid in Capital [Member] | Accumulated deficiency [Member] | Total |
Balance at Dec. 31, 2020 | $ 261,095 | $ 0 | $ 0 | $ 910 | $ 2,065 | $ (261,727) | $ (67,680) | $ (65,337) |
Balance, shares at Dec. 31, 2020 | 26,109,483 | 0 | 0 | 91,034 | ||||
Imputed interest on stockholders’ loan | 4,433 | 0 | 0 | 4,433 | ||||
Net loss | (78,667) | (78,667) | ||||||
Balance at Jun. 30, 2021 | $ 261,095 | $ 0 | $ 0 | $ 910 | 6,498 | (261,727) | (146,347) | (139,571) |
Balance, shares at Jun. 30, 2021 | 26,109,483 | 0 | 0 | 91,034 | ||||
Balance at Mar. 31, 2021 | $ 261,095 | $ 0 | $ 0 | $ 910 | 3,794 | (261,727) | (100,473) | (96,401) |
Balance, shares at Mar. 31, 2021 | 26,109,483 | 0 | 0 | 91,034 | ||||
Imputed interest on stockholders’ loan | 2,704 | 0 | 0 | 2,704 | ||||
Net loss | (45,874) | (45,874) | ||||||
Balance at Jun. 30, 2021 | $ 261,095 | $ 0 | $ 0 | $ 910 | 6,498 | (261,727) | (146,347) | (139,571) |
Balance, shares at Jun. 30, 2021 | 26,109,483 | 0 | 0 | 91,034 | ||||
Balance at Dec. 31, 2021 | $ 315,491 | $ 0 | $ 0 | $ 1,100 | 14,806 | 185,585 | (397,467) | 119,515 |
Balance, shares at Dec. 31, 2021 | 31,549,132 | 0 | 0 | 110,000 | ||||
Stock based compensation to service provider | $ 22,425 | 0 | 42,744 | 0 | 65,169 | |||
Stock based compensation to service provider Shares | 2,242,509 | |||||||
Effect of reverse recapitalization transaction | $ 113,338 | $ 5 | $ 3 | $ 0 | 0 | (173,404) | 0 | (60,058) |
Effect of reverse recapitalization transaction shares | 11,333,764 | 453 | 250 | 0 | ||||
Imputed interest on stockholders’ loan | 9,993 | 0 | 0 | 9,993 | ||||
Net loss | (404,681) | (404,681) | ||||||
Balance at Jun. 30, 2022 | $ 451,254 | $ 5 | $ 3 | $ 1,100 | 24,799 | 54,925 | (802,148) | (270,062) |
Balance, shares at Jun. 30, 2022 | 45,125,405 | 453 | 250 | 110,000 | ||||
Balance at Mar. 31, 2022 | $ 315,491 | $ 0 | $ 0 | $ 1,100 | 19,264 | 185,585 | (600,752) | (79,312) |
Balance, shares at Mar. 31, 2022 | 31,549,132 | 0 | 0 | 110,000 | ||||
Stock based compensation to service provider | 0 | 65,169 | 0 | 65,169 | ||||
Exercise of options by services provider | $ 22,425 | 0 | (22,425) | 0 | 0 | |||
Exercise of options by services provider shares | 2,242,509 | |||||||
Effect of reverse recapitalization transaction | $ 113,338 | $ 5 | $ 3 | $ 0 | 0 | (173,404) | 0 | (60,058) |
Effect of reverse recapitalization transaction shares | 11,333,764 | 453 | 250 | 0 | ||||
Imputed interest on stockholders’ loan | 5,535 | 0 | 0 | 5,535 | ||||
Net loss | (201,396) | (201,396) | ||||||
Balance at Jun. 30, 2022 | $ 451,254 | $ 5 | $ 3 | $ 1,100 | $ 24,799 | $ 54,925 | $ (802,148) | $ (270,062) |
Balance, shares at Jun. 30, 2022 | 45,125,405 | 453 | 250 | 110,000 |
Interim Condensed Consolidate_4
Interim Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (404,681) | $ (78,667) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 7,313 | 16 |
Increase in operating lease liabilities | (5,709) | 0 |
Share-based to service provider | 65,169 | 0 |
Increase (decrease) in other liabilities | (3,237) | 0 |
Exchange rate differences from stockholders’ loans | (5,508) | 0 |
Accrued interest from stockholders' loans | 9,993 | 4,433 |
Increase in accounts receivable and other receivables | (33,486) | (13,390) |
Increase in accounts payable and accrued expenses | 68,989 | 3,580 |
Increase (decrease) in inventory | 7,860 | (15,283) |
Net cash used in operating activities | (293,297) | (99,311) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (17,637) | (16,832) |
Net cash used in investing activities | (17,637) | (16,832) |
Cash flows from financing activities: | ||
Short-term credit | (10,744) | 45,751 |
Loan received from stockholders | 0 | 67,338 |
Net cash provided by financing activities | (10,744) | 113,089 |
Increase in cash and cash equivalents | (321,678) | (3,054) |
Cash and cash equivalents at beginning of period | 471,074 | 3,054 |
Cash and cash equivalents at end of period | 149,396 | 0 |
Non-cash activities: | ||
Intangible assets recognized with corresponding other liability | 6,431 | 0 |
Reverse recapitalization effect on equity | $ (60,058) | $ 0 |
DESCRIPTION OF BUSINESS AND GEN
DESCRIPTION OF BUSINESS AND GENERAL | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS AND GENERAL | NOTE 1 DESCRIPTION OF BUSINESS AND GENERAL Artemis Therapeutics Inc. (“the Company”) was originally incorporated under the laws of the State of Nevada, on April 22, 1997. Based on the lack of Company business activities since January 10, 2019, the Company was classified as a “shell” company as defined by the Securities and Exchange Commission (the “SEC”). On . According to the Share Exchange Agreement, on June 30, the Company acquired 100% of the outstanding shares of Manuka Ltd (the “Recapitalization Transaction”). Pursuant to the aforementioned merger agreement, in exchange for all of the outstanding shares of Manuka Ltd., the Company issued to the shareholders of Manual Ltd. a total of 33,791,641 common stock (including 2,242,509 shares issued to service provider) and 110,000 preferred D shares, convertible into 66,000,000 common stock of the Company, representing 89% of the total shares issued and outstanding after giving effect to the Recapitalization Transaction. As a result of the Recapitalization Transaction, Manual Ltd. became a wholly owned subsidiary of the Company. As the shareholders of Manual Ltd. received the largest ownership interest in the Company, Manual Ltd. was determined to be the “accounting acquirer” in the reverse recapitalization. As a result, the historical financial statements of the Company were replaced with the financial statement of Manuka Ltd. for all periods presented. The number of shares included within these financial statements have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction. The Company’s Common Stock is not listed on any national stock exchange but is quoted on the OTC Pink Open Market under the symbol “ATMS.” The Company is in its early stages and there is great uncertainty regarding the future of its operations. Moreover, the Company is thinly capitalized and has not yet generated cash from operations. The Company raised funds from an outside investor, but it does not seem to be sufficient to fund its operation for the period of twelve months from the date of approval of the financial statements. In order to mitigate that risk, management received support from its major shareholder by way of a support letter securing the necessary funds to the Company in case of need. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. Accounting principles: The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of the SEC regulations. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). These financial statements and accompanying notes should be read in conjunction with the 2021 consolidated financial statements and notes thereto included. B. Use of estimates in the preparation of financial statements: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and accompanying notes and reported amounts of revenues and expenses during the reported periods. Actual results could differ from those estimates. C. Impact of recently issued and adopted accounting standards: Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
INVENTORIES
INVENTORIES | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 3 - INVENTORIES Composition: June 30, December 31, 2 0 2 2 2 0 2 1 (Unaudited) (Audited) Raw materials 24,391 31,098 Finished goods 41,721 42,874 66,112 73,972 |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
LEASES | NOTE 4 - LEASES On August 10, 2021, the Company entered into an operating lease agreement for its office. The Company signed a new agreement for its current office and manufacturing facilities lease which originally was to end in 2022. The lease agreement is for one year starting in October 2021, with two options to extend the lease by another one year for each option until September 30, 2024. The Company is reasonably certain that it will exercise the additional two options starting in October 2022. A. Six Months ended June 30 2 0 2 2 2 0 2 1 Operating lease cost 10,947 - Total lease costs 10,947 - B. Supplemental balance sheet information related to operating leases is as follows (unaudited): June 30, December 31, 2 0 2 2 2 0 2 1 Operating lease right-of-use assets 46,462 55,402 Operating lease liabilities, current 18,014 19,118 Operating lease liabilities, long-term 24,824 38,369 Weighted average remaining lease term (in years) 2.25 2.75 Weighted average discount rate 7.85 % 7.85 % C. Future lease payments under operating leases as of June 30, 2022, are as follows (unaudited): June 30, 2 0 2 2 2022 10,286 2023 20,914 2024 15,686 Total undiscounted lease payments 46,886 Less: imputed interest (4,048 ) Present value of lease liabilities 42,838 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 5 - ST OCKHOLDERS ' EQUITY A. Stockholders Rights: Shares of common stock confer upon their holders the right to receive notice to participate and vote in general meetings of Stockholders of the Company, the right to receive dividends, if declared, and the right to receive a distribution of any surplus of assets upon liquidation of the Company. Shares of common stock confer upon their holders the right to receive notice to participate and vote in general meetings of Stockholders of the Company, the right to receive dividends, if declared, and the right to receive a distribution of any surplus of assets upon liquidation of the Company. B. Issuance of Shares: On December 20, 2021, the Company entered into a securities purchase agreement, or the “SPA,” with certain investors. Pursuant to the SPA, the Company agreed to sell 5,439,650 shares of Common Stock and Series D Convertible Preferred Stock to the investors for aggregate consideration of $ following the consummation of the transactions contemplated by the investor’s holdings of the Company, representing % of the issued capital of the Company on a fully diluted basis. As detailed in Note 1, as part of the Recapitalization Transaction on June 30, 2022, the Company issued 33,791,641 shares of Common Stock and 110,000 are designated as Series D Convertible Preferred Stock in exchange for approximately 89% of the issued and outstanding ordinary shares and all the preferred shares of Manuka Ltd. The number of shares prior to the Recapitalization Transaction have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction. C. Preferred Stock: The Series A Convertible Preferred shares confer upon their holders the right to receive dividends when paid to holders of common stock of the Company on an as-converted basis, and the right to receive a distribution of any surplus of assets upon liquidation of the Company before any distribution or payment shall be made to the holders of any junior securities. The Series A convertible Preferred shall be convertible into Common Stock by dividing the Stated Value by the Conversion Price. Each share of the Series A Preferred has a par value of $0.01 per share and convertible into 1,453.65 shares of Common Stock The Series C Convertible Preferred shares confer upon their holders the right to receive dividends when paid to holders of common stock of the Company on an as-converted basis and the right to receive a distribution of any surplus of assets upon liquidation of the Company before any distribution or payment shall be made to the holders of any junior securities. The Series C convertible Preferred shall be convertible by dividing the Stated Value by the Conversion Price. Each share of the Series C Preferred has a par value of $0.01 per share and convertible into 1,000 shares of Common Stock The Series D Convertible Preferred shares confer upon their holders the right receive notice to participate and vote in general meetings of Stockholders of the Company on an as converted basis, the right to receive dividends when paid to holders of common stock of the Company on an as-converted basis and the right to receive a distribution of any surplus of assets upon liquidation of the Company before any distribution or payment shall be made to the holders of any junior securities. The Series D convertible Preferred shall be convertible by dividing the Stated Value by the Conversion Price. Each share of the Series A Preferred has a par value of $ per share and convertible into shares of Common Stock D. Stock Option: On January 19, 2022, the Company entered into agreement with a services provider according to which the Company granted the services provider options to purchase 2.25% of the Company’s issued and outstanding ordinary shares with exercise price equal to the par value of the shares. The option will be fully exercisable a moment before the closing date of the share exchange agreement and can be exercised no later than the closing date. On June 30, 2022 the services provider exercised the option into 2,242,509 common stock of the Company |
RELATED PARTY BALANCES AND TRAN
RELATED PARTY BALANCES AND TRANSACTIONS | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY BALANCES AND TRANSACTIONS | NOTE 6 - RELATED PARTY BALANCES AND TRANSACTIONS During 2020 and 2021 and the period ended in June 2022, the founder of Mr. Shimon Citron, a director and Chief Executive Officer , provided the Company with several loans at an aggregate amount of $233 thousand as of June 30, 2022. The loans bear no interest and are linked to the Israeli Consumer Prices Index (“CPI”). The repayment date has not been determined. The Company considered whether the loans it received from its stockholders are beneficial and hence such benefit should be recorded in capital reserve from the transaction with a related party. The Company estimated the value of the benefit as the difference between the interest rate stipulated in the contract and the interest rate commensurate with such loans expected in an arms-length transaction (inclusive adjustment to the size of the loan and the fact that it is unsecured, which the Company's management considers being the best estimate of the Company’s interest rate close to the date of receiving loans from the Stockholders). Accordingly, as a result of the fact that Stockholders' loan bears no interest and with no maturity date, the benefit is determined each year at the beginning of the year, as the discount of the loans at the effective interest rate (determined above) determined to be approximately 8.85%. The benefit for the years ended December 31, 2021, and ended June 2022 were $12,741 and $9,993 respectively. A. Balances with related parties: June 30, December 31, 2 0 2 2 2 0 2 1 Long-term Loan from a related party 233,449 238,957 B. Transactions with related parties (unaudited): Six Months ended June 30 2 0 2 2 2 0 2 1 Trade account payables 67,751 - Management fees to a stockholder 32,279 24,540 Sales and marketing 64,811 - Interest on loans from controlling stockholder 9,993 4,433 Stockholder’s Salaries 35,607 - |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Accounting principles: | A. Accounting principles: The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of the SEC regulations. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). These financial statements and accompanying notes should be read in conjunction with the 2021 consolidated financial statements and notes thereto included. |
Use of estimates in the preparation of financial statements: | B. Use of estimates in the preparation of financial statements: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and accompanying notes and reported amounts of revenues and expenses during the reported periods. Actual results could differ from those estimates. |
Impact of recently issued and adopted accounting standards: | C. Impact of recently issued and adopted accounting standards: Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
INVENTORIES (Tables)
INVENTORIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | June 30, December 31, 2 0 2 2 2 0 2 1 (Unaudited) (Audited) Raw materials 24,391 31,098 Finished goods 41,721 42,874 66,112 73,972 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Schedule of components of operating lease costs | Six Months ended June 30 2 0 2 2 2 0 2 1 Operating lease cost 10,947 - Total lease costs 10,947 - |
Schedule of supplemental balance sheet information related to operating leases | June 30, December 31, 2 0 2 2 2 0 2 1 Operating lease right-of-use assets 46,462 55,402 Operating lease liabilities, current 18,014 19,118 Operating lease liabilities, long-term 24,824 38,369 Weighted average remaining lease term (in years) 2.25 2.75 Weighted average discount rate 7.85 % 7.85 % |
Schedule of future lease payments under operating leases | June 30, 2 0 2 2 2022 10,286 2023 20,914 2024 15,686 Total undiscounted lease payments 46,886 Less: imputed interest (4,048 ) Present value of lease liabilities 42,838 |
RELATED PARTY BALANCES AND TR_2
RELATED PARTY BALANCES AND TRANSACTIONS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of balances with related parties | June 30, December 31, 2 0 2 2 2 0 2 1 Long-term Loan from a related party 233,449 238,957 |
Schedule of transactions with related parties | Six Months ended June 30 2 0 2 2 2 0 2 1 Trade account payables 67,751 - Management fees to a stockholder 32,279 24,540 Sales and marketing 64,811 - Interest on loans from controlling stockholder 9,993 4,433 Stockholder’s Salaries 35,607 - |
DESCRIPTION OF BUSINESS AND G_2
DESCRIPTION OF BUSINESS AND GENERAL (Narrative) (Details) | 6 Months Ended |
Jun. 30, 2022 shares | |
Business Acquisition [Line Items] | |
Percentage of ownership after transaction | 89% |
Manuka Ltd [Member] | |
Business Acquisition [Line Items] | |
Percentage of outstanding shares acquired | 89% |
Share Exchange Agreement [Member] | Manuka Ltd [Member] | |
Business Acquisition [Line Items] | |
Percentage of outstanding shares acquired | 100% |
Issuance of shares, shares | 33,791,641 |
Issuance of shares for services, shares | 2,242,509 |
Share Exchange Agreement [Member] | Manuka Ltd [Member] | Preferred Stock D [Member] | |
Business Acquisition [Line Items] | |
Issuance of shares, shares | 110,000 |
Preferred D shares, convertible into common stock | 66,000,000 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 24,391 | $ 31,098 |
Finished goods | 41,721 | 42,874 |
Inventories | $ 66,112 | $ 73,972 |
LEASES (Details)
LEASES (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Leases [Abstract] | ||
Operating lease cost | $ 10,947 | $ 0 |
Total lease costs | $ 10,947 | $ 0 |
LEASES (Details 1)
LEASES (Details 1) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 46,462 | $ 55,402 |
Operating lease liabilities, current | 18,014 | 19,118 |
Operating lease liabilities, long-term | $ 24,824 | $ 38,369 |
Weighted average remaining lease term (in years) | 2 years 3 months | 2 years 9 months |
Weighted average discount rate | 7.85% | 7.85% |
LEASES (Details 2)
LEASES (Details 2) | Jun. 30, 2022 USD ($) |
Leases [Abstract] | |
2022 | $ 10,286 |
2023 | 20,914 |
2024 | 15,686 |
Total undiscounted lease payments | 46,886 |
Less: imputed interest | (4,048) |
Present value of lease liabilities | $ 42,838 |
STOCKHOLDERS' EQUITY (Narrative
STOCKHOLDERS' EQUITY (Narrative) (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |
Jan. 19, 2022 | Dec. 20, 2020 | Jun. 30, 2022 | |
Class of Stock [Line Items] | |||
Sale of Stock, Percentage of Ownership after Transaction | 89% | ||
Manuka Ltd [Member] | |||
Class of Stock [Line Items] | |||
Percentage of outstanding shares acquired | 89% | ||
Common Stock [Member] | Manuka Ltd [Member] | |||
Class of Stock [Line Items] | |||
Issuance of shares, shares | 33,791,641 | ||
Series D Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Par value per share of preferred stock | $ 0.01 | ||
Number of common shares issued upon conversion of preferred stock | 600 | ||
Series D Convertible Preferred Stock [Member] | Manuka Ltd [Member] | |||
Class of Stock [Line Items] | |||
Issuance of shares, shares | 110,000 | ||
Series A Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Par value per share of preferred stock | $ 0.01 | ||
Number of common shares issued upon conversion of preferred stock | 1,453.65 | ||
Series C Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Par value per share of preferred stock | $ 0.01 | ||
Number of common shares issued upon conversion of preferred stock | 1,000 | ||
Securities Purchase Agreement [Member] | |||
Class of Stock [Line Items] | |||
Issuance of shares | $ 500,016 | ||
Sale of Stock, Percentage of Ownership after Transaction | 17.24% | ||
Securities Purchase Agreement [Member] | Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Issuance of shares, shares | 5,439,650 | ||
Securities Purchase Agreement [Member] | Series D Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Issuance of shares, shares | 18,966 | ||
Agreement with a services provider [Member] | |||
Class of Stock [Line Items] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Purchase Price of Common Stock, Percent | 2.25% | ||
Number of common stock issued upon exercise of options | 2,242,509 |
RELATED PARTY BALANCES AND TR_3
RELATED PARTY BALANCES AND TRANSACTIONS (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Related Party Transactions [Abstract] | ||
Long-term Loan from a related party | $ 233,449 | $ 238,957 |
RELATED PARTY BALANCES AND TR_4
RELATED PARTY BALANCES AND TRANSACTIONS (Details 1) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Related Party Transactions [Abstract] | ||
Trade account payables | $ 67,751 | $ 0 |
Management fees to a stockholder | 32,279 | 24,540 |
Sales and marketing | 64,811 | 0 |
Interest on loans from controlling stockholder | 9,993 | 4,433 |
Stockholder’s Salaries | $ 35,607 | $ 0 |
RELATED PARTY BALANCES AND TR_5
RELATED PARTY BALANCES AND TRANSACTIONS (Narrative) (Details) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | |
Director and Chief Executive Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Loan from related parties | $ 233 | |
stockholder’s loan [Member] | ||
Related Party Transaction [Line Items] | ||
Interest rate | 8.85% | 8.85% |
Stockholders loan benefit | $ 12,741 | $ 9,993 |