Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 12, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | Creations Inc | |
Entity Central Index Key | 0001795938 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
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 | Q1 | |
Document Fiscal Year Focus | 2021 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 518 | $ 625 |
Bank deposit | 35 | 33 |
Accounts receivable | 72 | 51 |
Other current assets | 86 | 68 |
Total current assets | 711 | 777 |
Non-current assets | ||
Property and equipment, net | 42 | 45 |
Intangible assets | 342 | 371 |
Goodwill | 606 | 627 |
Loans granted to stockholders | 25 | 26 |
Operating right of use assets | 92 | 109 |
Total non-current asset | 1,107 | 1,178 |
Total assets | 1,818 | 1,955 |
Current liabilities | ||
Accounts payable (related parties of $43 and $26) | 217 | 141 |
Operating lease liability - current portion | 56 | 58 |
Total current liabilities | 273 | 199 |
Non-current liabilities | ||
Operating lease Liability - net of current portion | 36 | 51 |
Deferred taxes | 79 | 86 |
Total non-current liabilities | 115 | 137 |
Total liabilities | 388 | 336 |
COMMITMENT AND CONTINGENCIES | ||
STOCKHOLDERS' EQUITY | ||
Common Stock of $0.0001 par value - Authorized: 100,000,000 at March 31, 2021 and December 31, 2020; Issued and outstanding: 3,544,242 shares at March 31, 2021 and December 31, 2020 | ||
Additional paid-in capital | 3,162 | 3,162 |
Accumulated other comprehensive income | 60 | 106 |
Accumulated deficit | (1,792) | (1,649) |
Total stockholders' equity | 1,430 | 1,619 |
Total liabilities and stockholders' equity | $ 1,818 | $ 1,955 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Accounts payable related parties | $ 43 | $ 26 |
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 | 3,544,242 |
Common stock, shares outstanding | 3,544,242 | 3,544,242 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Revenues | $ 376 | $ 91 |
Cost of revenues | (257) | (91) |
Gross profit | 119 | |
Operating expenses: | ||
Marketing expenses | (37) | (2) |
General and administrative expenses (related parties of $73 and $25) | (229) | (196) |
Operating loss | (147) | (198) |
Financial income, net | 12 | |
Loss before taxes on income | (147) | (186) |
Income tax benefit | 4 | |
Net loss for the period | (143) | (186) |
Other comprehensive loss: | ||
Foreign currency translation adjustments | (46) | (12) |
Comprehensive loss | $ (189) | $ (198) |
Basic and diluted net loss per share | $ (0.04) | $ (0.08) |
Weighted average number of Common Stock used in computing basic and diluted loss per share | 3,544,242 | 2,289,744 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
General and administrative expenses related parties | $ 73 | $ 25 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Income [Member] | Accumulated Deficit [Member] | Total |
Beginning at Dec. 31, 2019 | $ 2,205 | $ 6 | $ (877) | $ 1,334 | |
Beginning, shares at Dec. 31, 2019 | 2,289,744 | ||||
Other comprehensive loss | (12) | (12) | |||
Net loss | (186) | (186) | |||
Ending at Mar. 31, 2020 | 2,205 | (6) | (1,063) | 1,136 | |
Ending, shares at Mar. 31, 2020 | 2,289,744 | ||||
Beginning at Dec. 31, 2020 | 3,162 | 106 | (1,649) | 1,619 | |
Beginning, shares at Dec. 31, 2020 | 3,544,242 | ||||
Other comprehensive loss | (46) | (46) | |||
Net loss | (143) | (143) | |||
Ending at Mar. 31, 2021 | $ 3,162 | $ 60 | $ (1,792) | $ 1,430 | |
Ending, shares at Mar. 31, 2021 | 3,544,242 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (143) | $ (186) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 20 | |
Amortization of operating right of use asset | 14 | |
Other income - capital gain from marketable securities | (3) | |
Deferred taxes | (4) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (24) | |
Other current assets | (21) | (19) |
Accounts payable | 79 | 13 |
Operating right of use liability | (14) | |
Net cash used in operating activities | (93) | (195) |
Cash flows from investing activities: | ||
Maturity of (investment in) bank deposit | (2) | |
Investment in marketable securities | (24) | |
Purchase of property and equipment | (3) | |
Net cash used in investing activities | (5) | (24) |
Foreign currency translation adjustments on cash and cash equivalents | (9) | (12) |
Change in cash and cash equivalents | (107) | (231) |
Cash and cash equivalents at beginning of year | 625 | 1,366 |
Cash and cash equivalents at end of year | $ 518 | $ 1,135 |
General
General | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | NOTE 1 - GENERAL A. The Company has three wholly owned subsidiaries. Yetsira Holdings Ltd. (hereinafter: “Holdings”) which was established as a private Israeli corporation in December 2017. Yetsira Investment House Ltd. which was established as a private Israeli corporation in November 2016. and Ocean Partners Y.O.D.M following its acquisition (See note 1B) 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. 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 upon consummation of certain conditions the Company will purchase the remaining 92.5% of the shares of Ocean for a total equity consideration which represents 35.4% 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”). The financial position and results of operation relating to periods following the closing date include the financial position and result of operation of Ocean. C. As a result, similarly to other companies in the capital market industry, the Company’s assets under management (AUM) declined in the beginning of the outbreak. In the second half of 2020 and the first quarter of 2021, the results were significantly improving due to governments and central banks actions the support the economies and due to superior investments results in our products which resulted in accelerated growth in AUM. The Company’s management continues to follow the publications and guidelines on the matter. Nevertheless, future outcomes of the pandemic are uncertain and could be different than the Company’s estimations. D. E. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
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. |
Related Parties Balances and Tr
Related Parties Balances and Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties Balances and Transactions | NOTE 3 - RELATED PARTIES BALANCES AND TRANSACTIONS A. Balances with related parties March 31, December 31, 2021 2020 Assets: Loans granted to stockholders $ 25 $ 26 Liabilities: Management fee payable to related parties $ 43 $ 26 B. Transactions with related parties Three months ended March 31, 2021 2020 Income: Interest income in respect to loans granted to stockholders $ - * $ - * Expenses: Management fee $ 73 ** $ 25 *Less than $1 thousand. **Includes $18 thousands related to 2020 (See note 4B). |
Material Events During the Peri
Material Events During the Period | 3 Months Ended |
Mar. 31, 2021 | |
Material Events During Period | |
Material Events During the Period | NOTE 4 - MATERIAL EVENTS DURING THE PERIOD A. Managed Capital of Creations (outside of Israel) in millions Monthly salary Up to $200M $ 0 $200M to $500M $ 10,000 $500M to $1,000M $ 30,000 $1,000 and above $ 50,000 Managed Capital of Creations (in Israel) in millions Monthly salary Up to $286M $ 5,714 $286M to $571M $ 8,571 $571M to $857M $ 12,857 $857M to $1,143M $ 18,571 $1,143M and above $ 24,286 B. Gradation of the volume of managed assets in NIS millions* Monthly salary (NIS)* Up to NIS1,000M (up to $297M) NIS20,000 ($5,938) NIS1,001M to NIS2,000M ($297M to $594M) NIS30,000 ($8,907) NIS2,001M to NIS3,000M ($594M to $891M) NIS45,000 ($13,361) NIS3,001M to NIS4,000M ($891M to $1,188M) NIS65,000 ($19,299) NIS4,001M and above ($1,188 and above) NIS85,000 ($25,237) *The amounts in dollars are translated from NIS and subject to changes in the exchange rates. In addition, the service provider will be entitled to an annual compensation, starting in 2022, for the year 2021 onwards, calculated as follows: 2.5% of the EBITDA between NIS2M to NIS6M (between $0.6M to $1.78M) 2% of the EBITDA above NIS6M (above $1.78M) 1% of the EBITDA above NIS10M (above $2.97M) The bonus is limited to NIS500 thousand a year ($148 thousand) In the quarter ended March 31, 2021, the Company recognized an additional management fee expense to the service provider in the amount of $18 thousand related to 2020. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Recently Issued Accounting Pronouncements | 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 | 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. |
Use of Estimates in Preparation of 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. |
Principles of Consolidation | 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. |
Functional Currency | 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 %) |
Revenue Recognition | 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. |
Income Taxes | 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). |
Basic and Diluted Net Loss Per Share | 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. |
Intangible Assets | 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. |
Goodwill | 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. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Translation Adjustments | 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 %) |
Related Parties Balances and _2
Related Parties Balances and Transactions (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Summary of Balances with Related Parties | A. Balances with related parties March 31, December 31, 2021 2020 Assets: Loans granted to stockholders $ 25 $ 26 Liabilities: Management fee payable to related parties $ 43 $ 26 |
Summary of Transactions with Related Parties | B. Transactions with related parties Three months ended March 31, 2021 2020 Income: Interest income in respect to loans granted to stockholders $ - * $ - * Expenses: Management fee $ 73 ** $ 25 *Less than $1 thousand. **Includes $18 thousands related to 2020 (See note 4B). |
Material Events During the Pe_2
Material Events During the Period (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Material Events During Period | |
Schedule of Executive Monthly Salary | Managed Capital of Creations (outside of Israel) in millions Monthly salary Up to $200M $ 0 $200M to $500M $ 10,000 $500M to $1,000M $ 30,000 $1,000 and above $ 50,000 Managed Capital of Creations (in Israel) in millions Monthly salary Up to $286M $ 5,714 $286M to $571M $ 8,571 $571M to $857M $ 12,857 $857M to $1,143M $ 18,571 $1,143M and above $ 24,286 |
Schedule of Gradation of Volume Managed Assets | Gradation of the volume of managed assets in NIS millions* Monthly salary (NIS)* Up to NIS1,000M (up to $297M) NIS20,000 ($5,938) NIS1,001M to NIS2,000M ($297M to $594M) NIS30,000 ($8,907) NIS2,001M to NIS3,000M ($594M to $891M) NIS45,000 ($13,361) NIS3,001M to NIS4,000M ($891M to $1,188M) NIS65,000 ($19,299) NIS4,001M and above ($1,188 and above) NIS85,000 ($25,237) *The amounts in dollars are translated from NIS and subject to changes in the exchange rates. |
General (Details Narrative)
General (Details Narrative) $ / shares in Units, ₪ in Thousands, $ in Thousands | Sep. 07, 2020$ / sharesshares | Aug. 19, 2020USD ($) | Aug. 19, 2020ILS (₪) |
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% | ||
Shares issued for acquisition | 1,254,498 | ||
Warrants issued | 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 |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Income tax benefit | $ 4 | ||
Decrease in deferred tax liability | 4 | ||
Intangible assets acquired | $ 364 | ||
Estimated useful life of intangible assets | 5 years 2 months 30 days | ||
Amortization expense | $ 17 | ||
Impairment losses | |||
Goodwill | $ 606 | $ 627 | |
Stock Warrant [Member] | |||
Antidilutive securities excluded from computation of net loss per share | 3,544,242 | 2,289,744 |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Translation Adjustments (Details) | 3 Months Ended | |
Mar. 31, 2021$ / shares | Mar. 31, 2020$ / shares | |
Accounting Policies [Abstract] | ||
Official exchange rate of NIS 1 to US dollar | $ 0.299 | $ 0.281 |
Exchange rate change in the quarter | (0.036) | (0.031) |
Related Parties Balances and _3
Related Parties Balances and Transactions - Summary of Balances with Related Parties (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Related Party Transactions [Abstract] | ||
Loans granted to stockholders | $ 25 | $ 26 |
Management fee payable to related parties | $ 43 | $ 26 |
Related Parties Balances and _4
Related Parties Balances and Transactions - Summary of Transactions with Related Parties (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | |||
Related Party Transactions [Abstract] | ||||
Interest income in respect to loans granted to stockholders | [1] | |||
Management fee | $ 73 | [2] | $ 25 | |
[1] | Less than $1 thousand. | |||
[2] | Includes $18 thousands related to 2020 (See note 4B). |
Related Parties Balances and _5
Related Parties Balances and Transactions - Summary of Transactions with Related Parties (Details) (Parenthetical) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Related Party Transactions [Abstract] | |
Management fee related to previous year | $ 18 |
Material Events During the Pe_3
Material Events During the Period (Details Narrative) ₪ in Thousands, $ in Thousands | Feb. 22, 2021USD ($) | Feb. 22, 2021ILS (₪) | Mar. 31, 2021USD ($) |
Management fee related to previous year | $ 18 | ||
Yaniv Aharon [Member] | |||
Bonus amount | $ 148 | ||
Yaniv Aharon [Member] | NIS [Member] | |||
Bonus amount | ₪ | ₪ 500 | ||
Yaniv Aharon [Member] | Between NIS2M to NIS6M (between $0.6M to $1.78M) [Member] | |||
Annual compensation percentage | 2.50% | 2.50% | |
Yaniv Aharon [Member] | Above NIS6M (above $1.78M) Member | |||
Annual compensation percentage | 2.00% | 2.00% | |
Yaniv Aharon [Member] | Above NIS10M (above $2.97M [Member] | |||
Annual compensation percentage | 1.00% | 1.00% |
Material Events During the Pe_4
Material Events During the Period - Schedule of Executive Monthly Salary (Details) - Guy Nissensohn [Member] $ in Thousands | Feb. 22, 2021USD ($) |
Outside Israel [Member] | Up to $200M [Member] | |
Monthly salary | $ 0 |
Outside Israel [Member] | $200M to $500M [Member] | |
Monthly salary | 10,000 |
Outside Israel [Member] | $500M to $1,000M [Member] | |
Monthly salary | 30,000 |
Outside Israel [Member] | $1,000 and above [Member] | |
Monthly salary | 50,000 |
In Israel [Member] | Up to $286M [Member] | |
Monthly salary | 5,714 |
In Israel [Member] | $286M to $571M [Member] | |
Monthly salary | 8,571 |
In Israel [Member] | $571M to $857M [Member] | |
Monthly salary | 12,857 |
In Israel [Member] | $857M to $1,143M [Member] | |
Monthly salary | 18,571 |
In Israel [Member] | $1,143M and above [Member] | |
Monthly salary | $ 24,286 |
Material Events During the Pe_5
Material Events During the Period - Schedule of Gradation of Volume Managed Assets (Details) - Feb. 22, 2021 - Yaniv Aharon [Member] - Yetsira Holdings Ltd [Member] | USD ($) | ILS (₪) | |
Up to NIS1,000M (up to $297M) [Member] | |||
Monthly salary | $ | $ 5,938,000 | ||
Up to NIS1,000M (up to $297M) [Member] | NIS [Member] | |||
Monthly salary | ₪ | [1] | ₪ 20,000,000 | |
NIS1,001M to NIS2,000M ($297M to $594M [Member] | |||
Monthly salary | $ | 8,907,000 | ||
NIS1,001M to NIS2,000M ($297M to $594M [Member] | NIS [Member] | |||
Monthly salary | ₪ | [1] | 30,000,000 | |
NIS2,001M to NIS3,000M ($594M to $891M) [Member] | |||
Monthly salary | $ | 13,361,000 | ||
NIS2,001M to NIS3,000M ($594M to $891M) [Member] | NIS [Member] | |||
Monthly salary | ₪ | [1] | 45,000,000 | |
NIS3,001M to NIS4,000M ($891M to $1,188M) [Member] | |||
Monthly salary | $ | 19,299,000 | ||
NIS3,001M to NIS4,000M ($891M to $1,188M) [Member] | NIS [Member] | |||
Monthly salary | ₪ | [1] | 65,000,000 | |
NIS4,001M and above ($1,188 and above) [Member] | |||
Monthly salary | $ | $ 25,237,000 | ||
NIS4,001M and above ($1,188 and above) [Member] | NIS [Member] | |||
Monthly salary | ₪ | [1] | ₪ 85,000,000 | |
[1] | The amounts in dollars are translated from NIS and subject to changes in the exchange rates. |