| Significant Accounting Policies | NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited condensed
consolidated financial statements have been prepared from the books and records of the Company and include all normal and recurring adjustments
which, in the opinion of management, are necessary for a fair presentation in accordance with accounting principles generally accepted
in the United States (“U.S. GAAP”) for interim financial information and Rule 8-03 of Regulation S-X promulgated by the U.S.
Securities and Exchange Commission (the “SEC”). Interim results are not necessarily indicative of the results that may be
expected for the full year. The interim condensed consolidated financial statements do not include a full disclosure as required in annual
financial statements and should be read with the annual financial statements of the Company as of December 31, 2020 from which the accompanying
condensed consolidated balance sheet was derived. The accounting policies implemented in the interim financial statements is consistent
with the accounting policies implemented in the annual financial statements as of December 31, 2020, except of the following accounting
pronouncement adopted by the Company. Recently Issued Accounting Pronouncements On January 1, the company adopted ASU
2019-12, “Simplifying the Accounting for Income Taxes” (“ASU 2019-12”) which reduces the cost and complexity
in accounting for income taxes. ASU 2019-12 removes certain exceptions related to the approach for intra-period tax allocation, the methodology
for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. ASU
2019-12 also amends other aspects of the guidance to help simplify and promote consistent application of U.S. GAAP. Most amendments within
ASU 2019-12 are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified
retrospective basis. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. Recently issued accounting pronouncements, not
yet adopted. In August 2020, the FASB issued
ASU 2020-06 “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in
Entity’s Own Equity (Subtopic 815 – 40).” This guidance simplifies the accounting for certain financial instruments
with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The amendments
to this guidance are effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. The
adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements. A. Use
of Estimates in Preparation of Financial Statements The preparation of consolidated
financial statements in conformity with U.S. GAAP accounting principles requires management to make estimates and assumptions. The Company’s
management believes that the estimates, judgments, and assumptions used are reasonable based upon information available at the time they
are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the dates of the financial statements, and the reported amounts of expenses during the reporting period. Actual
results could differ from those estimates. B. Principles
of consolidation The consolidated financial statements
include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. C. Functional
currency The functional currency of the
Company is the U.S. dollar, which is the currency of the primary economic environment in which it operates. In accordance with ASC 830,
“Foreign Currency Matters” (ASC 830), monetary balances denominated in or linked to foreign currency are stated on the basis
of the exchange rates prevailing at the applicable balance sheet date. For foreign currency transactions included in the statement of
operations, the exchange rates applicable on the relevant transaction dates are used. Gains or losses arising from changes in the exchange
rates used in the translation of such transactions and from the remeasurement of monetary balance sheet items are carried as financing
income or expenses. The functional currency of Yetsira,
Holdings and Ocean is the New Israeli Shekel (“NIS”) and their financial statements are included in the consolidation based
on translation into US dollars. Accordingly, assets and liabilities were translated from NIS to US dollars using year-end exchange rates,
and income and expense items were translated at average exchange rates during the year. Gains or losses resulting from translation adjustments
are reflected in stockholders’ equity, under “Accumulated Other Comprehensive Income”.
March 31, March 31,
2021 2020
Official exchange rate of NIS 1 to US dollar 0.299 0.281
Exchange rate change in the quarter (3.6 %) (3.1 %) C. Revenue
recognition The Company accounts for revenue
under ASC 606, Revenue from Contracts with Customers (“ASC 606”). Under the guidance, the Company determines revenue recognition
through the following five steps:
■ Identification of the contract, or contracts, with a customer;
■ Identification of the performance obligations in the contract;
■ Determination of the transaction price;
■ Allocation of the transaction price to the performance obligations in the contract; and
■ Recognition of revenue when, or as, the Company satisfies a performance obligation. Asset Management and Investments
Fees (Gross) All of the Company’s revenues
is from contracts with customers. Customers are invoiced at the end of the month. D. Income
taxes The Company recorded no income
tax expense for the three months ended March 31, 2021 and 2020 because the estimated annual effective tax rate was zero. As of March 31,
2021, the Company continues to provide a valuation allowance against its net deferred tax assets since the Company believes it is more
likely than not that its deferred tax assets will not be realized. The $4 thousands income tax benefit recorded in the Condensed consolidated
statements of operations and comprehensive loss is related to amortization of intangible assets allocated to the acquisition of ocean
during 2020, (decrease of the $4 thousands in the deferred tax liability related to customer relationship). E. Basic
and diluted 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 common shares outstanding during the period, net of the weighted average number
of treasury shares (if any). Diluted loss per common share
is computed similarly to basic loss per share, except that the denominator is increased to include the number of additional potential
common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were
dilutive. Potential common shares are excluded from the computation for a period in which a net loss is reported or if their effect is
anti-dilutive. The Company’s potential common shares consist of stock warrants issued to certain investors and their potential dilutive
effect is considered using the treasury method. The total numbers of shares related
to outstanding stock warrants that have been excluded from the calculation of the diluted net loss per share due to their anti-dilutive
effect was 3,544,242 and 2,289,744 for the three months ended March 31, 2021 and 2020 respectively. F. Intangible
assets Intangible assets consist of existing
customer relationships from the acquisition of Ocean in the cost amount of $364. The Company accounts for intangible assets at their historical
cost and records amortization utilizing the straight-line method based upon their estimated useful lives. The estimated useful life of
customer relationships was determined internally by the management at 5.25-years period. Amortization expense in the first quarter of
2021 amounted to $17 thousands. Impairments, if any, are based on excess of the carrying amount over the fair value of the asset. There
were no impairment charge for the three months ended March 31, 2021. G. Goodwill Goodwill represents the excess
of the acquisition cost of businesses over the fair value of the identifiable net assets acquired. The goodwill amount of $606 on March
31, 2021 and $627 December 31, 2020 relates to the acquisition of Ocean. This difference of the amounts for this dates is from foreign
currency adjustments only. Goodwill is not amortized, but
is tested at least annually for impairment, or if circumstances occur that more likely than not reduce the fair value of the reporting
unit below its carrying amount. The Company has determined that
there has been no impairment of goodwill on March 31, 2021. |
