Creations (CEAI) 10-Q 13 Nov 20 2020 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2020	Nov. 10, 2020
Cover [Abstract]
Entity Registrant Name	Creations Inc
Entity Central Index Key	0001795938
Document Type	10-Q
Document Period End Date	Sep. 30, 2020
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	true
Entity Ex- transition period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		3,544,242
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2020

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Current assets
Cash and cash equivalents	$ 826	$ 1,366
Marketable securities	45
Bank deposit	12
Other current assets	113	21
Total current assets	996	1,387
Non-current assets
Property and equipment, net	36	4
Intangible asset	363
Goodwill	583
Loans granted to stockholders	37	36
Total non-current assets	1,019	40
Total assets	2,015	1,427
Current liabilities
Accounts payable	172	92
Related parties	1	1
Total current liabilities	173	93
DEFERRED INCOME TAXES	84
COMMITMENT AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common Stock of $0.0001 par value - Authorized: 100,000,000 at September 30, 2020 and December 31, 2019; Issued and outstanding: 3,544,242 and 2,289,744 shares at September 30, 2020 and December 31, 2019, respectively
Additional paid-in capital	3,162	2,205
Accumulated other comprehensive income	19	6
Accumulated deficit	(1,423)	(877)
Total stockholders' equity	1,758	1,334
Total liabilities and stockholders' equity	$ 2,018	$ 1,427

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	3,544,242	2,289,744
Common stock, shares outstanding	3,544,242	2,289,744

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Income Statement [Abstract]
Revenues	$ 95	$ 117	$ 252	$ 272
Cost of revenues	(114)	(143)	(282)	(292)
Gross loss	(19)	(26)	(30)	(20)
Operating expenses:
Marketing expenses	(6)	(2)	(7)	(7)
General and administrative expenses	(223)	(216)	(572)	(268)
Other expenses	(6)		(9)
Operating loss	(254)	(244)	(618)	(295)
Financial (expenses) income, net	36	(4)	72	(11)
Net loss for the period	(218)	(248)	(546)	(306)
Other comprehensive income (expenses):
Foreign currency translation adjustments Comprehensive loss	6	3	13	(4)
Net comprehensive loss for the period	$ (212)	$ (245)	$ (533)	$ (310)
Basic and diluted net loss per share	$ (0.09)	$ (0.44)	$ (0.24)	$ (0.66)
Weighted average number of Common Stock used in computing basic and diluted loss per share	2,317,315	554,666	2,298,934	463,363

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-In Capital [Member]	Receivable on Account of Shares [Member]	Accumulated Other Comprehensive Income [Member]	Accumulated Deficit [Member]	Total
Beginning at Dec. 31, 2018		$ 333		$ 13	$ (401)	$ (55)
Beginning, shares at Dec. 31, 2018	417,459
Receivable on account of shares			1,640			(1,640)
Conversion of loans from related company into shares of Common Stock		205				205
Conversion of loans from related company into shares of Common Stock, shares	204,685
Other comprehensive income/loss				(4)		(4)
Net loss					(306)	(306)
Ending at Sep. 30, 2019		538	1,640	9	(707)	1,480
Ending, shares at Sep. 30, 2019	622,144
Beginning at Jun. 30, 2019		333		6	(460)	(121)
Beginning, shares at Jun. 30, 2019	417,459
Receivable on account of shares			1,640			1,640
Conversion of loans from related company into shares of Common Stock		205				205
Conversion of loans from related company into shares of Common Stock, shares	204,685
Other comprehensive income/loss				3		3
Net loss					(247)	(248)
Ending at Sep. 30, 2019		538	$ 1,640	9	(707)	1,480
Ending, shares at Sep. 30, 2019	622,144
Beginning at Dec. 31, 2019		2,205		6	(877)	$ 1,334
Beginning, shares at Dec. 31, 2019	2,289,744					2,289,744
Issuance of units consisting of shares of Common Stock and warrants upon acquisition of subsidiary		957				$ 957
Issuance of units consisting of shares of Common Stock and warrants upon acquisition of subsidiary, shares	1,254,498
Receivable on account of shares
Conversion of loans from related company into shares of Common Stock
Other comprehensive income/loss				13		13
Net loss					(546)	(546)
Ending at Sep. 30, 2020		3,162		19	(1,423)	1,758
Ending, shares at Sep. 30, 2020	3,544,242
Beginning at Jun. 30, 2020		2,205		12	(1,204)	1,013
Beginning, shares at Jun. 30, 2020	2,289,744
Issuance of units consisting of shares of Common Stock and warrants upon acquisition of subsidiary		957				957
Issuance of units consisting of shares of Common Stock and warrants upon acquisition of subsidiary, shares	1,254,498
Other comprehensive income/loss				7		6
Net loss					(219)	(218)
Ending at Sep. 30, 2020		$ 3,162		$ 19	$ (1,423)	$ 1,758
Ending, shares at Sep. 30, 2020	3,544,242

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Cash flows from operating activities:
Net loss	$ (546)	$ (306)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	2	1
Financial expenses related to loans from related company		10
Financial income related to loans to shareholders	(1)
Unrealized gain on marketable securities	(21)
Changes in operating assets and liabilities:
Other current assets	(39)	3
Accounts payable	66	77
Related parties		(2)
Net cash used in operating activities	(539)	(217)
Cash flows from financing activities:
Loans received from related company		23
Receivable on account of shares		1,640
Net cash provided by financing activities		1,663
Cash flows from investing activities:
Investment in fixed assets	(1)
Acquisition of subsidiary (Appendix A)	(87)
Cash acquired from acquisition of subsidiary (Appendix A)	100
Investment in marketable securities	(24)
Net cash (used in) provided by investing activities	(12)
Foreign currency translation adjustments on cash and cash equivalents	11	4
Change in cash and cash equivalents	(540)	1,450
Cash and cash equivalents at beginning of period	1,366	86
Cash and cash equivalents at end of period	826	1,536
Supplementary information on financing activities not involving cash flows:
Conversion of loans from related company into shares of Common Stock		$ 205

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows (Parenthetical) $ in Thousands	9 Months Ended
	Sep. 30, 2020USD ($)	Sep. 28, 2020USD ($)
Statement of Cash Flows [Abstract]
Cash and cash equivalents acquired	$ 100
Working capital (excluding cash and cash equivalents), net		$ 49
Intangible assets	363	363
Acquisition of shares of subsidiary	(87)
Property and equipment	36	33
Goodwill	583	583
Deferred income taxes	(84)	$ (84)
Shares of Common Stock and warrants issued upon acquisition	(957)
Cash paid for the acquisition of subsidiary	$ 87

General

General	9 Months Ended
	Sep. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
General	NOTE 1 - GENERAL A. Creations Inc. (hereinafter: the “Company”) was established as a private company under the laws of the State of Delaware on May 13, 2019. The Company’s core business is the external management of Israeli mutual funds. It operates as a portfolio manager through its wholly owned subsidiary, Yetsira Investment House Ltd., (hereinafter: “Yetsira”). The Company has two wholly owned subsidiaries. Yetsira Holdings Ltd. (hereinafter: “Holdings”) was established as a private Israeli corporation in December 2017. Yetsira Investment House Ltd. was established as a private Israeli corporation in November 2016. It is licensed as a portfolio manager by the Israel Securities Authority (“ISA”) and focuses on the external management of investment portfolios and mutual funds and the marketing of investment opportunities. On January 29, 2018 Holdings became the sole stockholder of Yetsira by means of a share exchange agreement (the “Yetsira Exchange”), under which the issued and outstanding shares of Yetsira were exchanged for shares of Holdings on a one-to-one basis. On July 3, 2019 the Company entered into a share exchange agreement (the “Holdings Exchange”) pursuant to which all of the outstanding shares of Holdings were exchanged for shares of the Company at a rate of 1:809 (the “Exchange Ratio”), with Holdings stockholders each receiving the same proportional ownership in the Company as they had held in Holdings immediately prior to the agreement. On the execution of the agreement and exchange of shares, Holdings became a wholly owned subsidiary of the Company. For presentation purposes, all Common Stock and loss per share amounts have been adjusted to give retroactive effect to the Exchange Ratio for all periods presented in these consolidated financial statements. During the reported period the company entered an additional acquisition agreement-see note 3. B. Beginning in early 2020, there has been an outbreak of coronavirus (COVID-19), initially in China and which has spread to other jurisdictions, including locations where the Company does business. The full extent of the outbreak, related business and travel restrictions and changes to behavior intended to reduce its spread are uncertain as of the signing date of these financial statements as this continues to evolve globally. Therefore, the full extent to which coronavirus may impact the Company’s results of operations or liquidity is uncertain. This outbreak has already had a material impact on the AUM and the operations of the Company. Management continues to monitor the impact that the COVID-19 pandemic is having on the Company, the specialty industry and the economies in which the Company operates. The Company anticipates that its future results of operations, including the results for 2020, will be materially impacted by the coronavirus outbreak, but at this time the Company has taken certain steps to reduce planned expenses and believes that its cash position gives it sufficient capital that it does not currently expect that the impact from the coronavirus outbreak will have a material effect on the Company’s working capital or financial position. However, given the speed and frequency of continuously evolving developments with respect to this pandemic, the Company cannot reasonably estimate the magnitude of the impact to its results of operations, and, if the outbreak continues on its current trajectory, such impacts could grow and become material to its liquidity or financial position. C. On August 31, 2020, the Company’s registration statement on Form S-1 was declared effective by the U.S. Securities and Exchange Commission, but the Company’s shares have not begun to be quoted on the OTCQB yet.

Significant Accounting Policies

Significant Accounting Policies	9 Months Ended
	Sep. 30, 2020
Accounting Policies [Abstract]
Significant Accounting Policies	NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES A. Basis of presentation The accompanying unaudited condensed consolidated financial statements and related notes should be read in conjunction with the Company’s consolidated financial statements and related notes contained elsewhere in the prospectus on Form S-1 for the fiscal year ended December 31, 2019, filed with the Securities and Exchange Commission (“SEC”). The unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the SEC related to interim financial statements. As permitted under those rules, certain information and footnote disclosures normally required or included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The financial information contained herein is unaudited; however, management believes all adjustments have been made that are considered necessary to present fairly the results of the Company’s financial position and operating results for the interim periods. All such adjustments are of a normal recurring nature. The results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any other interim period or for any future period. B. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries. Significant intercompany balances and transactions have been eliminated in consolidation. C. Cash and cash equivalents The Company considers all highly liquid investments, which include short-term bank deposits that are not restricted as to withdrawal or use, and short-term debentures, with original periods to maturity not exceeding three months, to be cash equivalents. D. Marketable securities The Company values equity securities that are traded on a national securities exchange at their last reported sales price. To the extent that equity securities are actively traded and valuation adjustments are not applied, they are categorized in level 1 of the fair value hierarchy. Equity securities traded on inactive markets or valued by reference to similar instruments are generally categorized in level 2 of the fair value hierarchy. E. Use of estimates in the preparation of financial statements The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. F. Net Loss Per Share The Company computes net loss per share in accordance with ASC 260, “Earnings per share”. Basic loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, net of the weighted average number of treasury shares (if any). Diluted loss per common share is computed similar to basic loss per share, except that the denominator is increased to include the number of additional potential shares of common stock that would have been outstanding if the potential shares of common stock had been issued and if the additional shares of common stock were dilutive. Potential shares of common stock are excluded from the computation for a period in which a net loss is reported or if their effect is anti-dilutive. An amount of 2,317,315, 2,298,934, 0 and 0 outstanding stock warrants have been excluded from the calculation of the diluted net loss per share, for the period of three and nine months ended September 30, 2020 and 2019, respectively, because the effect of the common shares issuable as a result of the exercise or conversion of these instruments was determined to be anti-dilutive. G. Business combinations The Company accounted for business combination in accordance with ASC 805, “Business Combinations”. ASC 805 requires recognition of assets acquired, liabilities assumed, and any non-controlling interest at the acquisition date, measured at their fair values as of that date. Any excess of the fair value of net assets acquired over purchase price and any subsequent changes in estimated contingencies are to be recorded in earnings. In addition, changes in valuation allowance related to acquired deferred tax assets and in acquired income tax position are to be recognized in earnings. Acquisition related costs are expensed to the condensed consolidated statements of operations and comprehensive loss in the period incurred. For more information regarding the share purchase agreement with Ocean Partners Y.O.D Ltd., see also Note 3 below. H. Recently issued accounting pronouncements, not yet adopted: 1. In August 2018, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2018-13, “Fair Value Measurement (Topic 820) - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement,” (“ASU No. 2018-13”) which is designed to improve the effectiveness of disclosures by removing, modifying and adding disclosures related to fair value measurements. ASU No. 2018-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years; the ASU allows for early adoption in any interim period after issuance of the update. The adoption of this ASU didn’t have significant impact on the Company’s consolidated financial statements. 2. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans, and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowances for losses. The guidance also requires increased disclosures. For the Company, the amendments in the update were originally effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. In November 2019, the FASB issued ASU No. 2019-10, which delayed the effective date of ASU 2016-13 for smaller reporting companies (as defined by the U.S. Securities and Exchange Commission) and other non-SEC reporting entities to fiscal years beginning after December 15, 2022, including interim periods within those fiscal periods. Early adoption is permitted. The Company is currently assessing the impact the guidance will have on its consolidated financial statements.

Acquisitions

Acquisitions	9 Months Ended
	Sep. 30, 2020
Business Combinations [Abstract]
Acquisitions	NOTE 3 - ACQUISITIONS A. On August 19, 2020, the Company entered into share purchase agreement with certain shareholder of Ocean Partners Y.O.D Ltd., an Israeli corporation that operates mutual funds investment management services for several mutual funds (“Ocean”), under which upon consummation of certain conditions the Company will purchase 7.5% of the outstanding and issued shares of Ocean for total cash consideration of NIS 300 (approximately $87) (the “Cash Consideration”). The Company consummated the aforesaid acquisition at August 19, 2020 (the “Closing Date”). B. On September 7, 2020, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) by and among Yetsira, Ocean , and certain shareholders of Ocean (“Ocean Shareholders”), under which the Company upon consummation of certain conditions the Company will purchase the remaining 92.5% of the shares of Ocean for total equity consideration which representing 35.40% of the issued share capital of the Company on a fully diluted basis as of the Closing Date (as defined below) (the “Equity Consideration”), which comprised of the following: 1. 1,254,498 shares of common stock of the Company; 2. 1,254,498 warrants to purchase the same number of shares of common stock of the Company (the “Warrants”). The Warrants are convertible into shares of Common Stock over a period of three-years at an exercise price of $1.00 per share, with the price per share subject to standard anti-dilution adjustments. The Company consummated the aforesaid acquisition at September 28, 2020 (the “Closing Date”). In addition, the Company incurred acquisition related costs totalling $9, which are included in other expenses. Acquisition related costs include banking, legal and accounting fees, as well as other external costs directly related to the acquisition. The acquisition implements the Company’s vision of becoming a leading investment company in Israel and delivering high quality management and value to its clients and shareholders. By combining the two businesses, the Company will be able to expand its variety of mutual funds and more than double its AUM. Moreover, Ocean has a large base of privet clients with high degree of customer loyalty which can be used as a platform to enlarge the Company’s privet client’s portfolio management business. Furthermore, the acquisition brought a more diversified abilities to the Company’s investment managers team and additional experience of the marketing capabilities that can be used to advance the Company forward. Under business combination accounting principles, the total purchase price which including the Cash Consideration and Equity Consideration, was allocated to Ocean’s net tangible and intangible assets based on their estimated fair values as set forth below. The excess of the purchase price over the net tangible and identifiable intangible assets was recorded as goodwill. The goodwill is attributable primarily to the strategic opportunities aforementioned. The related goodwill and intangible assets are not deductible for tax purposes. The allocation of the purchase price to assets acquired and liabilities assumed is as follows: Cash $ 100 Bank deposit 12 Prepaid expenses and other current assets 50 Property and equipment 33 Accrued expenses and other current liabilities (13 ) Deferred income taxes (84 ) Intangible asset - Customer relationships (*) 363 Goodwill 583 Total purchase price (**) $ 1,044 (*) The fair value of the customer relationships asset associated with Ocean acquisition amounted to $363 was based on market participant approach to valuation, performed internally by the management using estimates and assumptions. The customer relationships represent the existing relationships and agreements of Ocean with private portfolio clients. The estimated useful life of customer relationships was determined internally by the management at 5.25-years period. (**) The fair value of the purchase price is comprised from Cash Consideration that was paid in total amount of $87 (see also Note 3A above) and Equity Consideration in form of issuance of shares of units consists of Common Stock and warrants in total consideration of $957 which was determined internally by the management as certain percentage of the Company’s managing assets. The consolidated results of operations do not include any revenues or expenses related to Ocean business on or prior to the Closing Date. The following unaudited condensed combined pro forma information for nine months period ended September 30, 2020 and for the year ended December 31, 2019, gives effect to the acquisition of Ocean as if it had occurred on January 1, 2019. The pro forma information is not necessarily indicative of the results of operations, which actually would have occurred had the acquisition been consummated on that date, nor does it purport to represent the results of operations for future periods. September 30 December 31, 2020 2019 Unaudited Revenues $ 856 $ 1,511 Net loss (593 ) (576 ) Net loss per ordinary share: Basic (0.17 ) (0.30 ) Diluted $ (0.17 ) $ (0.30 ) The unaudited supplemental pro forma data reflects the historical information of the Company and Ocean adjustments for depreciation and amortization of the tangible and intangible assets acquired in the transaction, as if it had been entered into on January 1, 2019, and with consequential tax effects. C. In connection with the Share Exchange Agreement as noted in Note 3B, on September 7, 2020, the Company and its current Chief Executive Officer and Chairman and majority shareholder, and the Ocean Shareholders, entered into a shareholder agreement (the “Shareholder Agreement”), under which certain minority rights and protections (including representation on the Company’s Board of Directors) to Ocean Shareholders.

Commitment and Contingencies

Commitment and Contingencies	9 Months Ended
	Sep. 30, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitment and Contingencies	NOTE 4 - COMMITMENT AND CONTINGENCIES A. Operating lease On May 24, 2020, Holdings entered into new Lease Agreement (the “Lease Agreement”) with Capital Market Moduls Ltd., an unrelated third party, for leasing premises which including 2 rooms and 1 parking spot. The lease is for a period term commencing June 1, 2020 through termination of the agreement by each of the parties in advance notice of 3 months. The monthly lease fee amounts to approximately NIS 9 (approximately $3) but the Company has an option to lease additional open spaces for additional monthly fee as determined in the Lease Agreement. The payments above are associated with short-term leases of premises with a lease term of twelve months or less and therefore are out of scope of ASC 842 “Leases.” Consequently, these payments are recognized on a straight-line basis as an expense in the Consolidated Statements of Operations and Comprehensive Loss. For more information regarding the execution of new Lease Agreement subsequent to the balance sheet date, see also Note 6A below. B. During the three months period ended September 30, 2019, Holdings and Yetsira entered into Administration Service Agreements (the “Agreements”) with certain of the Company stockholders (the “Service Providers”), under which the Service Providers will provide outsourced executive services over a period of 12 months commencing from the Agreements’ effective date. In consideration of their services, the Service Providers will be entitled to (1) monthly consideration which is subject to the volume of assets administered by Yetsira; (2) bonus awards which is pending on conditions as specified in the Agreements and (3) reimbursement of reasonable expenses incurred to perform the services. In addition, the Service Providers are also committed to non-competition clauses over a period of 24 months commencing the Agreements’ effective date (the “Non-Competition Period”). It was agreed that (1) upon termination of the Agreement by the Company, the Service Provider will be entitled to his monthly based salary over the period commencing the termination period and through the Non-Competition Period or (2) upon resignation of the Agreement by the Service Provider, the Service Provider will be entitled to 50% of his monthly based salary over the period commencing the termination period and through the Non-Competition Period but the Company has the right to avoid the payment by release the Service Provider from this commitment under the non-competition clause. C. On April 5, 2020, Yetsira entered into new hosting agreement (the “Hosting Agreement”) with Mutual Funds Moduls Ltd. (“Mutual Funds Moduls”), an unrelated third party, under which Yetsira receives hosting services from Mutual Funds Moduls and provides fund portfolio management services for funds under the management of Mutual Funds Moduls. In addition, Yetsira is obligate to pledge an amount of NIS 50 (approximately $14) to secure unexpected future payments for a period of 18 months following termination date of the Hosting Agreement. The pledge will be also liquidated by Mutual Funds Moduls upon consummation of certain conditions as determined in the Hosting Agreement. The Hosting Agreement term is for unlimited period commencing the date in which the Company’s funds are transferred from the former funds administrator and may be terminate upon occurrence of events as determined in the agreement. In addition, it was determined that upon termination of the Hosting Agreement by Yetsira within the first 12 months, Yetsira will compensate Mutual Funds Moduls in total fixed amount of NIS 10 (approximately $3). As of July 16, 2020, the Company’s funds were transferred from the former funds administrator and the Hosting Agreement has entered into effect. D. On September 24, 2020, Yetsira entered into new hosting agreement (the “New Hosting Agreement”) with Sigma Mutual Funds Ltd. (“Sigma Mutual Funds”), an unrelated third party, under which Yetsira receives hosting services from Sigma Mutual Funds and provides fund portfolio management services for funds under the management of Sigma Mutual Funds. The New Hosting Agreement is replacing the Hosting Agreement signed with Mutual Funds Moduls (see also Note 4C above). The New Hosting Agreement term is for unlimited period commencing the date in which the Company’s funds are transferred from the former funds administrator and may be terminate upon occurrence of events as determined in the New Hosting Agreement. As of November 9, 2020, the Company’s funds were transferred from the former funds administrator and the New Hosting Agreement has entered into effect.

Related Parties Balances and Tr

Related Parties Balances and Transactions	9 Months Ended
	Sep. 30, 2020
Related Party Transactions [Abstract]
Related Parties Balances and Transactions	NOTE 5 - RELATED PARTIES BALANCES AND TRANSACTIONS A. Loans granted to stockholders In 2019, the Company entered into loan agreements with three of its stockholders, who also serve as service providers to Holdings and Yetsira, under which the Company issued each of the three a loan of NIS 41, for an aggregated total of NIS 123 (approximately $34) (the “Loans”). The Loans bear interest at a rate of 1.45% per annum (the “Interest”). The Loans are payable on the earlier of the stockholders’ request to repay, 90 days after the termination of such stockholders’ service agreements, 30 days after the resignation of such stockholders from their positions as a service providers or 30 days upon selling of 25% of the Company’s shares that are held by such stockholders. B. Loans from related company On January 29, 2018 and April 8, 2018, Holdings entered into two loan agreements with a wholly- owned company held by Guy Nissenson, who was the majority stockholder of Holdings (hereinafter “Related Party” and “Majority Stockholder”, respectively) for a total amount of NIS 300 (approximately $83( (the “Loans”). The Loans had a term of five years from the issuance date and bore an annual interest rate of 10%, with accrued interest payable annually on each of the Loans’ anniversary date. The Loans were scheduled to be repaid in four equal annual installments, commencing from the second interest payment date (i.e. the first principal payment was due to be made in 2020). A full lien was placed on the shares of Yetsira in favor of the Related Party as security for the Loans. In July 2018, Holdings entered a third loan agreement with the Related Party for an additional principal amount of NIS 266 (approximately $74). The loan had a term of five years and bore an annual interest rate of 15%, with accrued interest payable annually on the loan’s anniversary date. The loan was scheduled to be repaid in four equal annual installments, commencing from the second interest payment date. In March 2019, Holdings entered a fourth loan agreement with the Related Party for an additional principal amount of NIS 100 (approximately $28). The loan had a term of five years and bore an annual interest rate of 15%. The loan was scheduled to be repaid in four equal annual installments, commencing from the second interest payment date. On July 1, 2019, Holdings entered into agreement with the Majority Stockholder under which all of the outstanding Loans and accrued interest of NIS 746 (approximately $205) were converted into 204,685 shares common stock of Holdings. C. Balances with related parties September 30, December 31, 2020 2019 Unaudited Assets: Loans granted to stockholders $ 37 $ 36 Liabilities: Related parties $ 1 $ 1 D. Transactions with related parties For the period of three months ended September 30, For the period of nine months ended September 30, 2020 2019 2020 2019 Unaudited Unaudited Income: Interest income in respect to loans granted to stockholders $ (1 ) $ - $ (1 ) $ - Expenses: Management fee $ 56 $ 7 $ 165 $ 7 Interest expenses in respect to loans from related company $ - $ - $ - $ 10

Subsequent Event

Subsequent Event	9 Months Ended
	Sep. 30, 2020
Subsequent Events [Abstract]
Subsequent Event	NOTE 6 - SUBSEQUENT EVENT A. Operating lease On October 22, 2020, Yetsira entered into new Lease Agreement (the “New Lease Agreement”) with landlord, which is unrelated third party, for leasing premises which including 196 square meters and 4 parking. The lease is for a period term commencing December 1, 2020 through November 30, 2022 (the “Leasing Period”), but Yetsira has the right to terminate the New Lease Agreement in advance notice of 3 months following the lapse of first 9 months of Leasing Period. The monthly lease fee amounted to NIS 65 (approximately $19) for each square and NIS 750 (approximately $214) for each parking. The monthly lease fee is linked to the index price customer. In addition, Yetsira has the right the extend the Leasing Period by additional 24 months, as long as advance notice of 6 months has been provided before the ending of the Leasing Period. The monthly lease fee amounted to NIS 68 (approximately $19) for each square and NIS 750 (approximately $214) for each parking. The monthly lease fee is linked to the index price customer. Yetsira pledged an amount of NIS 55 (approximately $16) to secure its commitments under the New Lease Agreement for a period commencing the closing of the New Lease Agreement through 60 days following the New Lease Agreement’s termination date. The New Lease Agreement will replace the Lease Agreement signed with Capital Market Moduls Ltd. (see also Note 4A above). B. Subsequent to the balance sheets date and through the filing of these condensed consolidated financial statements, Holdings and Yetsira entered into Administration Service Agreements (the “Agreements”) with certain of the Company stockholders (the “Service Providers”), under which the Service Providers will provide outsourced executive services over a period of 12 months commencing from the Agreements’ effective date. In consideration of their services, the Service Providers will be entitled to (1) monthly consideration which is subject to the volume of assets administered by Yetsira; (2) bonus awards which is pending on conditions as specified in the Agreements and (3) reimbursement of reasonable expenses incurred to perform the services. In addition, the Service Providers are also committed to non-competition clauses over a period of 24 months commencing the Agreements’ effective date (the “Non-Competition Period”). It was agreed that (1) upon termination of the Agreement by the Company, the Service Provider will be entitled to his monthly based salary over the period commencing the termination period and through the Non-Competition Period or (2) upon resignation of the Agreement by the Service Provider, the Service Provider will be entitled to 50% of his monthly based salary over the period commencing the termination period and through the Non-Competition Period but the Company has the right to avoid the payment by release the Service Provider from this commitment under the non-competition clause.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2020
Accounting Policies [Abstract]
Basis of Presentation	Basis of presentation The accompanying unaudited condensed consolidated financial statements and related notes should be read in conjunction with the Company’s consolidated financial statements and related notes contained elsewhere in the prospectus on Form S-1 for the fiscal year ended December 31, 2019, filed with the Securities and Exchange Commission (“SEC”). The unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the SEC related to interim financial statements. As permitted under those rules, certain information and footnote disclosures normally required or included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The financial information contained herein is unaudited; however, management believes all adjustments have been made that are considered necessary to present fairly the results of the Company’s financial position and operating results for the interim periods. All such adjustments are of a normal recurring nature. The results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any other interim period or for any future period.
Principles of Consolidation	Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries. Significant intercompany balances and transactions have been eliminated in consolidation.
Cash and Cash Equivalents	Cash and cash equivalents The Company considers all highly liquid investments, which include short-term bank deposits that are not restricted as to withdrawal or use, and short-term debentures, with original periods to maturity not exceeding three months, to be cash equivalents.
Marketable Securities	Marketable securities The Company values equity securities that are traded on a national securities exchange at their last reported sales price. To the extent that equity securities are actively traded and valuation adjustments are not applied, they are categorized in level 1 of the fair value hierarchy. Equity securities traded on inactive markets or valued by reference to similar instruments are generally categorized in level 2 of the fair value hierarchy.
Use of Estimates in the Preparation of Financial Statements	Use of estimates in the preparation of financial statements The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
Net Loss Per Share	Net Loss Per Share The Company computes net loss per share in accordance with ASC 260, “Earnings per share”. Basic loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, net of the weighted average number of treasury shares (if any). Diluted loss per common share is computed similar to basic loss per share, except that the denominator is increased to include the number of additional potential shares of common stock that would have been outstanding if the potential shares of common stock had been issued and if the additional shares of common stock were dilutive. Potential shares of common stock are excluded from the computation for a period in which a net loss is reported or if their effect is anti-dilutive. An amount of 2,317,315, 2,298,934, 0 and 0 outstanding stock warrants have been excluded from the calculation of the diluted net loss per share, for the period of three and nine months ended September 30, 2020 and 2019, respectively, because the effect of the common shares issuable as a result of the exercise or conversion of these instruments was determined to be anti-dilutive.
Business Combinations	Business combinations The Company accounted for business combination in accordance with ASC 805, “Business Combinations”. ASC 805 requires recognition of assets acquired, liabilities assumed, and any non-controlling interest at the acquisition date, measured at their fair values as of that date. Any excess of the fair value of net assets acquired over purchase price and any subsequent changes in estimated contingencies are to be recorded in earnings. In addition, changes in valuation allowance related to acquired deferred tax assets and in acquired income tax position are to be recognized in earnings. Acquisition related costs are expensed to the condensed consolidated statements of operations and comprehensive loss in the period incurred. For more information regarding the share purchase agreement with Ocean Partners Y.O.D Ltd., see also Note 3 below.
Recently Issued Accounting Pronouncements, Not Yet Adopted	Recently issued accounting pronouncements, not yet adopted: 1. In August 2018, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2018-13, “Fair Value Measurement (Topic 820) - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement,” (“ASU No. 2018-13”) which is designed to improve the effectiveness of disclosures by removing, modifying and adding disclosures related to fair value measurements. ASU No. 2018-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years; the ASU allows for early adoption in any interim period after issuance of the update. The adoption of this ASU didn’t have significant impact on the Company’s consolidated financial statements. 2. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans, and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowances for losses. The guidance also requires increased disclosures. For the Company, the amendments in the update were originally effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. In November 2019, the FASB issued ASU No. 2019-10, which delayed the effective date of ASU 2016-13 for smaller reporting companies (as defined by the U.S. Securities and Exchange Commission) and other non-SEC reporting entities to fiscal years beginning after December 15, 2022, including interim periods within those fiscal periods. Early adoption is permitted. The Company is currently assessing the impact the guidance will have on its consolidated financial statements.

Acquisitions (Tables)

Acquisitions (Tables)	9 Months Ended
	Sep. 30, 2020
Business Combinations [Abstract]
Summary of Allocation of Purchase Price	The allocation of the purchase price to assets acquired and liabilities assumed is as follows: Cash $ 100 Bank deposit 12 Prepaid expenses and other current assets 50 Property and equipment 33 Accrued expenses and other current liabilities (13 ) Deferred income taxes (84 ) Intangible asset - Customer relationships (*) 363 Goodwill 583 Total purchase price (**) $ 1,044
Summary of Unaudited Condensed Combined Pro Forma Information	The following unaudited condensed combined pro forma information for nine months period ended September 30, 2020 and for the year ended December 31, 2019, gives effect to the acquisition of Ocean as if it had occurred on January 1, 2019. September 30 December 31, 2020 2019 Unaudited Revenues $ 856 $ 1,511 Net loss (593 ) (576 ) Net loss per ordinary share: Basic (0.17 ) (0.30 ) Diluted $ (0.17 ) $ (0.30 )

Related Parties Balances and _2

Related Parties Balances and Transactions (Tables)	9 Months Ended
	Sep. 30, 2020
Related Party Transactions [Abstract]
Summary of Balances with Related Parties	Balances with related parties September 30, December 31, 2020 2019 Unaudited Assets: Loans granted to stockholders $ 37 $ 36 Liabilities: Related parties $ 1 $ 1
Summary of Transactions with Related Parties	D. Transactions with related parties For the period of three months ended September 30, For the period of nine months ended September 30, 2020 2019 2020 2019 Unaudited Unaudited Income: Interest income in respect to loans granted to stockholders $ (1 ) $ - $ (1 ) $ - Expenses: Management fee $ 56 $ 7 $ 165 $ 7 Interest expenses in respect to loans from related company $ - $ - $ - $ 10

Significant Accounting Polici_3

Significant Accounting Policies (Details Narrative) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Stock Warrant [Member]
Antidilutive securities excluded from computation of net loss per share	0	0	2,317,315	2,298,934

Acquisitions (Details Narrative

Acquisitions (Details Narrative) $ / shares in Units, ₪ in Thousands, $ in Thousands	Sep. 28, 2020USD ($)$ / sharesshares	Aug. 19, 2020USD ($)	Aug. 19, 2020ILS (₪)	Sep. 30, 2020USD ($)	Sep. 30, 2019USD ($)	Sep. 07, 2020
Cash consideration				$ 87
Acquisition related costs				$ 9
Share Exchange Agreement [Member]
Shares acquired as percentage of issued capital						35.40%
Ocean Partners Y.O.D Ltd [Member]
Percentage of outstanding and issued shares purchased		7.50%	7.50%
Cash consideration		$ 87
Ocean Partners Y.O.D Ltd [Member] | Share Exchange Agreement [Member]
Percentage of outstanding and issued shares purchased						92.50%
Cash consideration	$ 87
Shares issued for acquisition | shares	1,254,498
Warrants issued | shares	1,254,498
Term of warrant	3 years
Exercise price of warrants | $ / shares	$ 1
Ocean Partners Y.O.D Ltd [Member] | NIS [Member]
Cash consideration | ₪			₪ 300

Acquisitions - Summary of Alloc

Acquisitions - Summary of Allocation of Purchase Price (Details) - USD ($) $ in Thousands		Sep. 30, 2020	Sep. 28, 2020	Dec. 31, 2019
Goodwill		$ 583	$ 583
Ocean Partners Y.O.D Ltd [Member] | Share Exchange Agreement [Member]
Cash			100
Bank deposit			12
Prepaid expenses and other current assets			50
Property and equipment			33
Accrued expenses and other current liabilities			(13)
Deferred income taxes			(84)
Intangible asset - Customer relationships	[1]		363
Goodwill			583
Total purchase price	[2]		$ 1,044
[1]	The fair value of the customer relationships asset associated with Ocean acquisition amounted to $363 was based on market participant approach to valuation, performed internally by the management using estimates and assumptions. The customer relationships represent the existing relationships and agreements of Ocean with private portfolio clients. The estimated useful life of customer relationships was determined internally by the management at 5.25-years period.
[2]	The fair value of the purchase price is comprised from Cash Consideration that was paid in total amount of $87 (see also Note 3A above) and Equity Consideration in form of issuance of shares of units consists of Common Stock and warrants in total consideration of $957 which was determined internally by the management as certain percentage of the Company's managing assets.

Acquisitions - Summary of All_2

Acquisitions - Summary of Allocation of Purchase Price (Details) (Parenthetical) - USD ($) $ in Thousands		Sep. 28, 2020	Aug. 19, 2020	Sep. 30, 2020	Sep. 30, 2019
Cash consideration				$ 87
Ocean Partners Y.O.D Ltd [Member]
Cash consideration			$ 87
Ocean Partners Y.O.D Ltd [Member] | Share Exchange Agreement [Member]
Intangible asset - Customer relationships	[1]	$ 363
Estimated useful life		5 years 2 months 30 days
Cash consideration		$ 87
Equity consideration		$ 957
[1]	The fair value of the customer relationships asset associated with Ocean acquisition amounted to $363 was based on market participant approach to valuation, performed internally by the management using estimates and assumptions. The customer relationships represent the existing relationships and agreements of Ocean with private portfolio clients. The estimated useful life of customer relationships was determined internally by the management at 5.25-years period.

Acquisitions - Summary of Unaud

Acquisitions - Summary of Unaudited Condensed Combined Pro Forma Information (Details) - Ocean Partners Y.O.D Ltd [Member] - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2020	Dec. 31, 2019
Revenues	$ 856	$ 1,511
Net loss	$ (593)	$ (576)
Basic	$ (0.17)	$ (.30)
Diluted	$ (.17)	$ (.30)

Commitment and Contingencies (D

Commitment and Contingencies (Details Narrative) ₪ in Thousands, $ in Thousands	May 24, 2020USD ($)ParkingRoom	May 24, 2020ILS (₪)ParkingRoom	Sep. 30, 2020USD ($)	Sep. 30, 2020ILS (₪)
Pledged amount | $			$ 14
Term of pledge			18 months
NIS [Member]
Pledged amount | ₪				₪ 50
Lease Agreement [Member]
Number of rooms under lease | Room	2	2
Number of parking spots under lease | Parking	1	1
Lease commencement date	Jun. 1, 2020	Jun. 1, 2020
Notice period to terminate lease agreement	3 months	3 months
Monthly lease fee | $	$ 3
Lease Agreement [Member] | NIS [Member]
Monthly lease fee | ₪		₪ 9
Administration Service Agreements [Member]
Agreement term			12 months
Non-competition Clauses [Member]
Agreement term			24 months
Percentage of compensation on monthly salary			50.00%

Related Parties Balances and _3

Related Parties Balances and Transactions (Details Narrative) ₪ in Thousands, $ in Thousands

Jul. 02, 2019USD ($)shares

Sep. 30, 2020USD ($)

Dec. 31, 2019USD ($)

Dec. 31, 2019ILS (₪)

Sep. 30, 2019

Jul. 02, 2019ILS (₪)

Mar. 31, 2019USD ($)

Mar. 31, 2019ILS (₪)

Jul. 31, 2018USD ($)

Jul. 31, 2018ILS (₪)

Apr. 08, 2018USD ($)

Apr. 08, 2018ILS (₪)

Loans granted to stockholders

$ 37

$ 36

Loans from related company

$ 1

1

Shareholder [Member] | NIS [Member]

Loans granted to stockholders | ₪

₪ 41

Three Shareholder [Member]

Loans granted to stockholders

$ 34

Percentage of shares to be sold to effect loan repayment

25.00%

Three Shareholder [Member] | Termination of Service Agreements [Member]

Loan repayable term

90 days

Three Shareholder [Member] | Resignation From Service Providers [Member]

Loan repayable term

30 days

Three Shareholder [Member] | Upon Selling of Shares[Member]

Loan repayable term

30 days

Three Shareholder [Member] | NIS [Member]

Loans granted to stockholders | ₪

₪ 123

Interest rate of loan

1.45%

1.45%

Majority Shareholder [Member] | Yetsira Holdings Ltd [Member]

Interest rate of loan

10.00%

Loans from related company

$ 205

$ 83

Shares issued upon conversion of debt | shares

204,685

Majority Shareholder [Member] | Yetsira Holdings Ltd [Member] | Third Loan Agreement [Member]

Interest rate of loan

15.00%

Loans from related company

$ 74

Majority Shareholder [Member] | Yetsira Holdings Ltd [Member] | Fourth Loan Agreement [Member]

Interest rate of loan

15.00%

Loans from related company

$ 28

Majority Shareholder [Member] | NIS [Member] | Yetsira Holdings Ltd [Member]

Loans from related company | ₪

₪ 746

₪ 300

Majority Shareholder [Member] | NIS [Member] | Yetsira Holdings Ltd [Member] | Third Loan Agreement [Member]

Loans from related company | ₪

₪ 266

Majority Shareholder [Member] | NIS [Member] | Yetsira Holdings Ltd [Member] | Fourth Loan Agreement [Member]

Loans from related company | ₪

₪ 100

Related Parties Balances and _4

Related Parties Balances and Transactions - Summary of Balances with Related Parties (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Related Party Transactions [Abstract]
Loans granted to stockholders	$ 37	$ 36
Related parties	$ 1	$ 1

Related Parties Balances and _5

Related Parties Balances and Transactions - Summary of Transactions with Related Parties (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Related Party Transactions [Abstract]
Interest income in respect to loans granted to stockholders	$ (1)		$ (1)
Management fee	56	7	165	7
Interest expenses in respect to loans from related company				$ 10

Subsequent Event (Details Narra

Subsequent Event (Details Narrative) ₪ in Thousands, $ in Thousands	Nov. 16, 2020	Oct. 22, 2020USD ($)m²Parking	Oct. 22, 2020ILS (₪)Parking	Sep. 30, 2020USD ($)	Oct. 22, 2020ILS (₪)m²	Sep. 30, 2020ILS (₪)
Pledged amount				$ 14
NIS [Member]
Pledged amount | ₪						₪ 50
Administration Service Agreements [Member]
Agreement term				12 months
Non-competition Clauses [Member]
Agreement term				24 months
Percentage of compensation on monthly salary				50.00%
Subsequent Event [Member] | New Lease Agreement [Member]
Area of land under lease | m²		196			196
Number of parking spots under lease | Parking		4	4
Lease commencement date		Dec. 1, 2020	Dec. 1, 2020
Lease expiration date		Nov. 30, 2022	Nov. 30, 2022
Notice period to terminate lease agreement		3 months	3 months
Monthly lease fee per square meters		$ 19
Notice period to extend lease agreement		6 months	6 months
Term of lease renewal		24 months			24 months
Monthly lease fee per square meters for extend lease period		$ 19
Pledged amount		16
Subsequent Event [Member] | New Lease Agreement [Member] | Parking [Member]
Monthly lease fee per square meters		214
Monthly lease fee per square meters for extend lease period		214
Subsequent Event [Member] | New Lease Agreement [Member] | NIS [Member]
Monthly lease fee per square meters | ₪			₪ 65
Monthly lease fee per square meters for extend lease period		68
Pledged amount | ₪					₪ 55
Subsequent Event [Member] | New Lease Agreement [Member] | NIS [Member] | Parking [Member]
Monthly lease fee per square meters | ₪			₪ 750
Monthly lease fee per square meters for extend lease period		$ 750
Subsequent Event [Member] | Administration Service Agreements [Member] | Service Providers [Member]
Agreement term	12 months
Subsequent Event [Member] | Non-competition Clauses [Member] | Service Providers [Member]
Agreement term	24 months
Percentage of compensation on monthly salary	50.00%