Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 22, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-30256 | |
Entity Registrant Name | WORLD HEALTH ENERGY HOLDINGS, INC. | |
Entity Central Index Key | 0000943535 | |
Entity Tax Identification Number | 59-2762023 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 1825 NW Corporate Blvd. Suite 110 | |
Entity Address, City or Town | Boca Raton | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33431 | |
City Area Code | (561) | |
Local Phone Number | 870-0440 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 520,296,074,663 |
Condensed Interim Consolidated
Condensed Interim Consolidated Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 155,589 | $ 56,346 |
Accounts receivable, net | 26,039 | 23,362 |
Prepaid share based payment to service providers | 27,778 | 55,556 |
Other current assets | 144,907 | 141,244 |
Total Current assets | 354,313 | 276,508 |
Right of use asset arising from operating lease | 155,196 | 166,882 |
Long term prepaid expenses | 23,050 | 23,679 |
Property and Equipment, Net | 45,008 | 43,167 |
Funds in respect of employee rights upon termination | 28,824 | 28,824 |
Investment in investee (Note 5) | 152,516 | |
Intangible assets | 9,693,958 | 9,693,958 |
Total non-current assets | 10,098,552 | 9,956,510 |
Total assets | 10,452,865 | 10,233,018 |
Current Liabilities | ||
Accounts payable | 92,059 | 107,979 |
Short term operating lease liability | 56,431 | 57,971 |
Other account liabilities | 592,843 | 621,733 |
Total current liabilities | 741,333 | 787,683 |
Non-current Liabilities | ||
Liability for employee rights upon retirement | 192,111 | 180,066 |
Long term loan from parent company | 2,012,339 | 2,012,339 |
Long term operating lease liability | 82,946 | 96,102 |
Deferred tax liability | 872,456 | 872,456 |
Total current liabilities | 3,159,852 | 3,160,963 |
Total liabilities | 3,901,185 | 3,948,646 |
Stockholders’ Equity | ||
Common stock, par $0.00001, 750,000,000,000 shares authorized as of March 31, 2023 and December 31, 2022. 517,942,741,330 and 516,302,741,330 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively | 67,134,118 | 67,117,718 |
Additional paid-in capital | (37,882,522) | (40,614,231) |
Treasury stock at cost – 20,000,000,000 shares of common stock | (8,000,000) | (8,000,000) |
Accumulated other comprehensive income | (4,884) | (2,611) |
Accumulated deficit | (18,500,148) | (16,035,848) |
Total Company’s stockholders’ equity | 2,750,064 | 2,468,528 |
Non-controlling interests | 3,801,616 | 3,815,844 |
Total stockholders’ equity | 6,551,680 | 6,284,372 |
Total liabilities and stockholders’ deficit | 10,452,865 | 10,233,018 |
Series A Preferred Stock [Member] | ||
Stockholders’ Equity | ||
Preferred stock, value | $ 3,500 | $ 3,500 |
Condensed Interim Consolidate_2
Condensed Interim Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Other Liability, Noncurrent, Related and Nonrelated Party Status [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 750,000,000,000 | 750,000,000,000 |
Common stock, shares issued | 517,942,741,330 | 516,302,741,330 |
Common stock, shares outstanding | 517,942,741,330 | 516,302,741,330 |
Treasury stock, shares | 20,000,000,000 | 20,000,000,000 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0007 | $ 0.0007 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 5,000,000 | 5,000,000 |
Preferred stock, shares oustanding | 5,000,000 | 5,000,000 |
Condensed Interim Consolidate_3
Condensed Interim Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Revenues | $ 32,340 | $ 32,542 |
Research and development expenses | (502,935) | (123,506) |
Selling and marketing expenses | (26,669) | |
General and administrative expenses | (1,984,458) | (1,549,128) |
Operating loss | (2,481,722) | (1,640,092) |
Financing income, net | 4,887 | 3,296 |
Loss before equity in net loss of equity investments | (2,476,835) | (1,636,796) |
Less: Equity in net loss of equity investments | (477) | |
Net loss | (2,477,312) | (1,636,796) |
Net loss attributable to non-controlling interests | 13,012 | |
Net loss attributable to the Company’s stockholders | $ (2,464,300) | $ (1,636,796) |
Basic and diluted net loss per share | $ 0 | $ 0 |
Weighted average number of shares outstanding used in computing basic and diluted net loss per share | 516,812,963,552 | 489,477,630,218 |
Comprehensive loss: | ||
Net loss | $ (2,477,312) | $ (1,636,796) |
Other comprehensive loss - Foreign currency translation adjustments | (2,273) | |
Comprehensive loss | (2,479,585) | (1,636,796) |
Net - loss attributable to equity investments | 13,012 | |
Other comprehensive loss attributable to non-controlling interests | (1,216) | |
Comprehensive loss attributable to the Company’s stockholders | $ (2,467,789) | $ (1,636,796) |
Condensed Interim Consolidate_4
Condensed Interim Consolidated Statements of Changes in Shareholders' Deficit (Unaudited) - USD ($) | Series A Preferred Stock [Member] Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Proceeds on Account of Shares [Member] | Treasury Stock, Common [Member] | AOCI Including Portion Attributable to Noncontrolling Interest [Member] | Retained Earnings [Member] | Parent [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 3,500 | $ 66,839,685 | $ (62,263,494) | $ (5,495) | $ (6,093,450) | $ (1,519,254) | $ (1,519,254) | |||
Beginning balance, shares at Dec. 31, 2021 | 5,000,000 | 488,499,407,996 | ||||||||
Issuance of shares | $ 28,400 | 255,600 | 284,000 | 284,000 | ||||||
Issuance of shares, shares | 2,840,000,000 | |||||||||
Share-based payment to employees and services providers | 1,310,239 | 1,310,239 | 1,310,239 | |||||||
Proceeds on account of shares | 290,000 | 290,000 | 290,000 | |||||||
Net loss | (1,636,796) | (1,636,796) | (1,636,796) | |||||||
Ending balance, value at Mar. 31, 2022 | $ 3,500 | $ 66,868,085 | (60,697,655) | 290,000 | (5,495) | (7,730,246) | (1,271,811) | (1,271,811) | ||
Ending balance, shares at Mar. 31, 2022 | 5,000,000 | 491,339,407,996 | ||||||||
Beginning balance, value at Dec. 31, 2022 | $ 3,500 | $ 67,117,718 | (40,614,231) | (8,000,000) | (2,611) | (16,035,848) | 2,468,528 | 3,815,844 | 6,284,372 | |
Beginning balance, shares at Dec. 31, 2022 | 5,000,000 | 516,302,741,330 | ||||||||
Issuance of shares | $ 16,400 | 512,600 | 529,000 | 529,000 | ||||||
Issuance of shares, shares | 1,640,000,000 | |||||||||
Share-based payment to employees and services providers | 2,219,109 | 2,219,109 | 2,219,109 | |||||||
Net loss | (2,464,300) | (2,464,300) | (13,012) | (2,477,312) | ||||||
Other comprehensive loss | (2,273) | (2,273) | (1,216) | (3,489) | ||||||
Ending balance, value at Mar. 31, 2023 | $ 3,500 | $ 67,134,118 | $ (37,882,522) | $ (8,000,000) | $ (4,884) | $ (18,500,148) | $ 2,750,064 | $ 3,801,616 | $ 6,551,680 | |
Ending balance, shares at Mar. 31, 2023 | 5,000,000 | 517,942,741,330 |
Condensed Interim Consolidate_5
Condensed Interim Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss for the period | $ (2,477,312) | $ (1,636,796) |
Adjustments required to reconcile net loss for the period to net cash used in operating activities: | ||
Depreciation | 4,268 | 1,919 |
Increase in liability for employee rights upon retirement | 12,045 | 1,114 |
Equity in losses of non-consolidated entity | 477 | |
Share-based compensation expense | 2,244,405 | 1,426,491 |
Decrease in operating lease liability | (3,008) | (2,743) |
Increase in accounts receivable | (2,677) | (5,752) |
Increase in other current assets | (4,565) | (7,993) |
Decrease in accounts payable | (15,920) | (369) |
Decrease in other accounts liabilities | (40,181) | (6,390) |
Net cash used in operating activities | (282,468) | (230,519) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Loans repaid by (granted to) related parties | 1,530 | (1,729) |
Purchase of property and equipment | (6,109) | (1,817) |
Net cash used in investing activities | (4,579) | (3,546) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from stock issued for cash | 60,000 | 284,000 |
Proceeds on account of shares | 325,000 | 290,000 |
Net cash provided by financing activities | 385,000 | 574,000 |
Effect of exchange rate changes on cash and cash equivalents | 1,290 | |
INCREASE IN CASH AND CASH EQUIVALENTS | 99,243 | 339,935 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 56,346 | 46,022 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 155,589 | 385,957 |
Non cash transactions: | ||
Issuance of share in exchange for debt | $ 144,000 |
GENERAL
GENERAL | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL | NOTE 1 – GENERAL A. Operations World Health Energy Holdings, Inc. (the “Company” or “WHEN”) was formed on May 21, 1986 under the laws of the State of Delaware. The Company has invested in a variety of internally developed software programs that it strove to commercialize. UCG, INC. (the “UCG”) was incorporated on September 13, 2017, under the laws of the State of Florida. The Company wholly-owns the issued and outstanding shares of RNA Ltd. (“RNA”). RNA is primarily a research and development company that has been performing software design work for UCG in the field of cybersecurity under the terms of development agreement between UCG and RNA. UCG is primarily engaged in the marketing and distribution of cybersecurity-related products. In anticipation of the transaction contemplated under the SG Merger Agreement, SG 77 Inc., a Delaware corporation and a wholly-owned subsidiary of UCG (“SG”), was incorporated on April 16, 2020 and all of the cybersecurity rights and interests held by UCG, including the share ownership of RNA, were assigned to SG. B. SG Transaction On April 27, 2020, the Company completed a reverse triangular merger pursuant to the Agreement and Plan of Merger ( “SG Merger Agreement”) among the Company, R2GA, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Sub”), UCG, SG, and RNA. Under the terms of the SG Merger Agreement, R2GA merged with SG, with SG as the surviving corporation and a wholly-owned subsidiary of the Company (“SG Merger”). The SG Merger was effective as of April 27, 2020, whereby SG became a direct and wholly owned subsidiary of the Company and RNA became an indirect wholly owned subsidiary of the Company. As consideration for the SG Merger, the Company issued 3,870,000 0.0007 100,000 0.0007 387,000,000,000 On October 7, 2021, and following the approval by the stockholders, the Company increase its authorized shares to 750,000,000,000 110,000,000,000 0.00001 0.0007 Following the effectiveness of the Amendment referred to above, on December 3, 2021, the Company issued 387,000,000,000 3,870,000 The SG Merger was accounted for as a reverse asset acquisition. Under this method of accounting, SG was deemed to be the accounting acquirer for financial reporting purposes. This determination was primarily based on the facts that, immediately following the SG Merger: (i) SG’s stockholders owned a substantial majority of the voting rights in the combined company, (ii) SG designated a majority of the members of the initial board of directors of the combined company, and (iii) SG’s senior management holds all key positions in the senior management of the combined company. As a result of the a reverse asset acquisition transaction, the shareholders of SG received the largest ownership interest in the Company, and SG was determined to be the “accounting acquirer” in the a reverse asset acquisition transaction. As a result, the historical financial statements of the Company were replaced with the historical financial statements of SG. The number of shares prior to the reverse capitalization have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction. WORLD HEALTH ENERGY HOLDINGS, INC . NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – GENERAL (continue) C. CrossMobile Transaction On March 22, 2022, the Company, CrossMobile Sp. z o.o, a company formed under the laws of Poland (“CrossMobile”) and the shareholders of CrossMobile (of which Mr. Giora Rosenzweig, held 40.67 3.33 26 10,000,000,000 On July 13, 2022, the Company issued 10,000,000,000 4 CrossMobile is a licensed mobile virtual network operator in Poland, providing the necessary licenses and key infrastructure in the EU. With its involvement in CrossMobile, the Company expects to provide advanced cybersecurity solutions and other next-generation value-added services to CrossMobile’s future product offerings. In addition, under the CrossMobile Agreement, the Company has the option, through January 22, 2024, to purchase additional shares of CrossMobile (“Additional Share Purchase Option”) such that following the additional purchase, the Company shall hold approximately 51 On October 25, 2022, the Company exercised the Additional Share Purchase Option and as a result the Company holds approximately 51 10,000,000 The Company, collectively with SG, RNA and CrossMobile are hereunder referred to as the “Group”. D. InstaView Transaction On January 26, 2023, the Company, InstaView Ltd. (“InstaView”) and the shareholder of InstaView entered into an Investment Agreement (the “InstaView Investment Agreement”) pursuant to which the Company purchased 26 770,000,000 230,000,000 In addition, under the InstaView Investment Agreement, the Company has the option to purchase additional shares of InstaView in each of calendar years 2023, 2024 and 2025, representing, in each such year, respectively, 7 8 10 207,307,692 236,923,077 296,153,846 In connection with the InstaView Investment Agreement, the Company, InstaView and the InstaView shareholder also entered into a shareholders agreement pursuant to which the Company was granted standard preemptive rights, veto rights over certain corporate action by InstaView , restrictions on transfer of shares, rights of first offer and tag along rights. In addition, the InstaView shareholder undertook to not compete with InstaView for so long as he is an InstaView shareholder and for a three year period thereafter. The Company determined the value of the 770,000,000 154,000 WORLD HEALTH ENERGY HOLDINGS, INC . NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION E. Board and Shareholder Authority for Reverse Stock Split On June 21, 2021, Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation (“Reverse Stock Split Certificate of Amendment”) in order to effect a reverse stock split of the Company’s common stock pursuant to a range of between 1,000-to-1 and 15,000-to-1 (the “Reverse Stock Split”), when and as determined by the Company’s Board of Directors. Pursuant to the Reverse Stock Split, each one thousand or fifteen thousand shares of common stock, or any other figure within that range, as shall be determined by the Board of Directors at a later time, will be automatically converted, without any further action by the stockholders, into one share of common stock. The Reverse Stock Split Certificate of Amendment will be effective upon receipt of approval from the Financial Industry Regulatory Authority (“FINRA”) for the Reverse Stock Split and the filing with the Secretary of the State of Delaware. As of the date of this report, the Board of Directors has not determined any particular range for the Reverse Stock Split and no application has been presented to FINRA F. Liquidity Since inception, the Company has incurred losses and negative cash flows from operations. The Company has financed its operations mainly through fundraising from various investors. The Group and George Baumeohl, a Company director, have entered into an investment agreement where the director has committed through August 2025 to invest up to $ 3,000,000 Based on the projected cash flows with the investment agreement signed on November 1, 2022, management is of the opinion that its existing cash will be sufficient to meet its obligations for a period which is longer than 12 months from the date of the approval of these consolidated financial statements. G. Risk factors The Group face a number of risks, including uncertainties regarding finalization of the development process, demand and market acceptance of the Group’s products, the effects of technological changes, competition and the development of products by competitors. Additionally, other risk factors also exist, such as the ability to manage growth and the effect of planned expansion of operations on the Group’s future results. In addition, the Group expects to continue incurring significant operating costs and losses in connection with the development of its products and increased marketing efforts. As mentioned above, the Group has not yet generated significant revenues from its operations to fund its activities, and therefore the continuance of its activities as a going concern depends on the receipt of additional funding from its current stockholders and investors or from third parties. Unaudited Interim Financial Statements The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiary, prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with the instructions to Form 10-Q. In the opinion of management, the financial statements presented herein have not been audited by an independent registered public accounting firm but include all material adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the financial condition, results of operations and cash flows for the three-months ended March 31, 2023. However, these results are not necessarily indicative of results for any other interim period or for the year ended December 31, 2023. The preparation of financial statements in conformity with GAAP requires the Company to make certain estimates and assumptions for the reporting periods covered by the financial statements. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses. Actual amounts could differ from these estimates. WORLD HEALTH ENERGY HOLDINGS, INC . NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION Certain information and footnote disclosures normally included in financial statements in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the U.S. Securities and Exchange Commission (“SEC”). These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report on published on the OTCIQ, for the year ended December 31, 2022. Principles of Consolidation The consolidated financial statements are prepared in accordance with US GAAP. The consolidated financial statements of the Company include the Company and its wholly-owned and majority-owned subsidiaries. All inter-company balances and transactions have been eliminated. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, certain revenues and expenses, and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates. As applicable to these financial statements, the most significant estimates and assumptions relate to the going concern assumptions. |
COMMON STOCK
COMMON STOCK | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
COMMON STOCK | NOTE 3 – COMMON STOCK a. On January 24, 2023, the Company received subscription proceeds of $ 175,000 583,333,333 0.0003 b. On February 8, 2023, the Company entered into an investment agreement with a shareholder pursuant to which it raised $ 60,000 0.0003 200,000,000 c. On February 8, 2023, the Company issued to the investor specified in item 2 above and a designee an aggregate of 1,440,000,000 120,000 24,000 10 d. On March 10, 2023, the Company received subscription proceeds of $ 150,000 500,000,000 0.0003 WORLD HEALTH ENERGY HOLDINGS, INC . NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
STOCK OPTIONS
STOCK OPTIONS | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK OPTIONS | NOTE 4 - STOCK OPTIONS 1. The following table presents the Company’s stock option activity during the three months ended March 31, 2023: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Average Exercise Price Outstanding at December 31,2022 46,600,000,000 0.001 Granted 2,000,000 0.001 Exercised - - Forfeited or expired - - Outstanding at March 31,2022 46,602,000,000 0.001 Number of options exercisable at March 31, 2022 9,600,000,000 0.001 The aggregate intrinsic value of the awards outstanding as of March 31, 2023 is 4,660,200 0.0002 The stock options outstanding as of March 31, 2023, have been separated into exercise prices, as follows: SCHEDULE OF STOCK OPTIONS OUTSTANDING RANGE OF EXERCISE PRICE Exercise price Stock options outstanding Weighted average remaining contractual life – years Stock options vested As of March 31, 2023 0.001 46,602,000,000 3.50 9,600,000,000 46,602,000,000 3.50 9,600,000,000 The stock options outstanding as of March 31, 2022, have been separated into exercise prices, as follows: Exercise price Stock options outstanding Weighted average remaining contractual life – years Stock options vested As of March 31, 2022 0.001 13,200,000,000 3.55 - 13,200,000,000 3.55 - Compensation expense recorded by the Company in respect of its stock-based compensation awards for the period of three months ended March 31, 2023 was $ 2,152,440 2. On January 26, 2023, RNA entered into an agreement for design of new generation of Internet Of Things (“IOT”) device with a consultant under which it undertook to issue to the consultant Non-Plan option to purchase 1,000,000,000 0.0002 4 250,000,000 281,615 3.72 186.71 0 4 18,334 3. On January 24, 2023, RNA entered into an agreement for research and update of international needs of IOT device with a consultant under which it undertook to issue to the consultant Non-Plan option to purchase 1,000,000,000 0.0002 4 250,000,000 281,615 3.72 186.71 0 4 18,334 WORLD HEALTH ENERGY HOLDINGS, INC . NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
EQUITY METHOD INVESTMENTS IN UN
EQUITY METHOD INVESTMENTS IN UNCONSOLIDATED AFFILIATES | 3 Months Ended |
Mar. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
EQUITY METHOD INVESTMENTS IN UNCONSOLIDATED AFFILIATES | NOTE 5 - EQUITY METHOD INVESTMENTS IN UNCONSOLIDATED AFFILIATES The Company applies the equity method to investments when it has an ability to exercise significant influence over the operational decision-making authority and financial policies of the investee. During the three months ended March 31, 2023, the Company accounted for its 26 The following tables summarize the carrying amounts, including changes therein, of our equity method investment in InstaView during the period: SCHEDULE OF EQUITY METHOD INVESTMENT Three months ended March 31, 2023 (Unaudited) Opening balance $ - Initial investment 154,000 Other comprehensive loss (1,007 ) Equity losses (477 ) Balance as of March 31, 2023 $ 152,516 |
RELATED PARTIES
RELATED PARTIES | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 6 – RELATED PARTIES SCHEDULE OF RELATED PARTY EXPENSES A. Transactions and balances with related parties Three months ended March 31 2023 2022 (Unaudited) (Unaudited) General and administrative expenses: Salaries and fees to officers 806,943 960,772 (*) of which share based compensation 756,077 919,465 Research and development expenses: Salaries and fees to officers 77,811 23,415 (*) of which share based compensation 51,979 - B. Balances with related parties and officers: As of March 31, As of December 31, 2023 2022 (Unaudited) (Audited) Other current assets 50,992 50,253 Other accounts liabilities 96,996 - Liability for employee rights upon retirement 129,136 229,167 Long term loan from related party (*) 2,012,339 2,012,339 (*) Received from UCG by December 31, 2021. The loan bears no interest. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 7 – SUBSEQUENT EVENTS A. On May 5, 2023 the Company issued to George Baumeohl, a director and a shareholder, 1,583,333,333 475,000 150,000 B. On May 15, 2023, the Company issued 770,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Unaudited Interim Financial Statements | Unaudited Interim Financial Statements The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiary, prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with the instructions to Form 10-Q. In the opinion of management, the financial statements presented herein have not been audited by an independent registered public accounting firm but include all material adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the financial condition, results of operations and cash flows for the three-months ended March 31, 2023. However, these results are not necessarily indicative of results for any other interim period or for the year ended December 31, 2023. The preparation of financial statements in conformity with GAAP requires the Company to make certain estimates and assumptions for the reporting periods covered by the financial statements. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses. Actual amounts could differ from these estimates. WORLD HEALTH ENERGY HOLDINGS, INC . NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION Certain information and footnote disclosures normally included in financial statements in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the U.S. Securities and Exchange Commission (“SEC”). These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report on published on the OTCIQ, for the year ended December 31, 2022. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements are prepared in accordance with US GAAP. The consolidated financial statements of the Company include the Company and its wholly-owned and majority-owned subsidiaries. All inter-company balances and transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, certain revenues and expenses, and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates. As applicable to these financial statements, the most significant estimates and assumptions relate to the going concern assumptions. |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF STOCK OPTION ACTIVITY | 1. The following table presents the Company’s stock option activity during the three months ended March 31, 2023: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Average Exercise Price Outstanding at December 31,2022 46,600,000,000 0.001 Granted 2,000,000 0.001 Exercised - - Forfeited or expired - - Outstanding at March 31,2022 46,602,000,000 0.001 Number of options exercisable at March 31, 2022 9,600,000,000 0.001 |
SCHEDULE OF STOCK OPTIONS OUTSTANDING RANGE OF EXERCISE PRICE | The stock options outstanding as of March 31, 2023, have been separated into exercise prices, as follows: SCHEDULE OF STOCK OPTIONS OUTSTANDING RANGE OF EXERCISE PRICE Exercise price Stock options outstanding Weighted average remaining contractual life – years Stock options vested As of March 31, 2023 0.001 46,602,000,000 3.50 9,600,000,000 46,602,000,000 3.50 9,600,000,000 The stock options outstanding as of March 31, 2022, have been separated into exercise prices, as follows: Exercise price Stock options outstanding Weighted average remaining contractual life – years Stock options vested As of March 31, 2022 0.001 13,200,000,000 3.55 - 13,200,000,000 3.55 - |
EQUITY METHOD INVESTMENTS IN _2
EQUITY METHOD INVESTMENTS IN UNCONSOLIDATED AFFILIATES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
SCHEDULE OF EQUITY METHOD INVESTMENT | The following tables summarize the carrying amounts, including changes therein, of our equity method investment in InstaView during the period: SCHEDULE OF EQUITY METHOD INVESTMENT Three months ended March 31, 2023 (Unaudited) Opening balance $ - Initial investment 154,000 Other comprehensive loss (1,007 ) Equity losses (477 ) Balance as of March 31, 2023 $ 152,516 |
RELATED PARTIES (Tables)
RELATED PARTIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF RELATED PARTY EXPENSES | SCHEDULE OF RELATED PARTY EXPENSES A. Transactions and balances with related parties Three months ended March 31 2023 2022 (Unaudited) (Unaudited) General and administrative expenses: Salaries and fees to officers 806,943 960,772 (*) of which share based compensation 756,077 919,465 Research and development expenses: Salaries and fees to officers 77,811 23,415 (*) of which share based compensation 51,979 - B. Balances with related parties and officers: As of March 31, As of December 31, 2023 2022 (Unaudited) (Audited) Other current assets 50,992 50,253 Other accounts liabilities 96,996 - Liability for employee rights upon retirement 129,136 229,167 Long term loan from related party (*) 2,012,339 2,012,339 (*) Received from UCG by December 31, 2021. The loan bears no interest. |
GENERAL (Details Narrative)
GENERAL (Details Narrative) - USD ($) | 3 Months Ended | |||||||||||||||
Jan. 26, 2025 | Jan. 26, 2024 | Mar. 10, 2023 | Feb. 08, 2023 | Jan. 26, 2023 | Jan. 24, 2023 | Oct. 25, 2022 | Jul. 13, 2022 | Mar. 22, 2022 | Dec. 03, 2021 | Apr. 27, 2020 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Oct. 07, 2021 | Oct. 06, 2021 | |
Common stock shares authorized | 750,000,000,000 | 750,000,000,000 | ||||||||||||||
Common stock par value | $ 0.00001 | $ 0.00001 | ||||||||||||||
Stock issued during period, value, new issues | $ 529,000 | $ 284,000 | ||||||||||||||
Sale of stock, number of shares issued in transaction | 500,000,000 | 200,000,000 | 583,333,333 | |||||||||||||
Minimum [Member] | ||||||||||||||||
Common stock par value | $ 0.0007 | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Number of shares issued | 1,640,000,000 | 2,840,000,000 | ||||||||||||||
Common stock shares authorized | 750,000,000,000 | 110,000,000,000 | ||||||||||||||
Common stock par value | $ 0.00001 | |||||||||||||||
Stock issued during period, value, new issues | $ 16,400 | $ 28,400 | ||||||||||||||
UCG, INC. [Member] | Common Stock [Member] | ||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 387,000,000,000 | |||||||||||||||
Insta View Ltd [Member] | Common Stock [Member] | Investment Agreement [Member] | Two Thousand Two Three [Member] | ||||||||||||||||
Equity method investment percent | 7% | |||||||||||||||
Insta View Ltd [Member] | Common Stock [Member] | Investment Agreement [Member] | Two Thousand And Twenty Four [Member] | ||||||||||||||||
Equity method investment percent | 8% | |||||||||||||||
Insta View Ltd [Member] | Common Stock [Member] | Investment Agreement [Member] | Two Thousand And Twenty Five [Member] | ||||||||||||||||
Equity method investment percent | 10% | |||||||||||||||
Series B Preferred Stock [Member] | UCG, INC. [Member] | ||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 3,870,000 | |||||||||||||||
Merger Agreement [Member] | Series B Preferred Stock [Member] | ||||||||||||||||
Number of shares converted | 100,000 | |||||||||||||||
Number of common stock issued on conversion | 387,000,000,000 | |||||||||||||||
Merger Agreement [Member] | Series B Preferred Stock [Member] | UCG, INC. [Member] | ||||||||||||||||
Number of shares issued | 3,870,000 | |||||||||||||||
Preferred stock, par value | $ 0.0007 | |||||||||||||||
Cross Mobile Investment Agreement [Member] | Giora Rosenzweig [Member] | Cross Mobbnile [Member] | ||||||||||||||||
Equity method investment percent | 40.67% | |||||||||||||||
Cross Mobile Investment Agreement [Member] | George Baumoehl [Member] | Cross Mobbnile [Member] | ||||||||||||||||
Equity method investment percent | 3.33% | |||||||||||||||
Cross Mobile Investment Agreement [Member] | Common Stock [Member] | ||||||||||||||||
Share-based compensation arrangement by share-based payment award, purchase price of common stock, percent | 26% | |||||||||||||||
Restricted number of shares issued | 10,000,000 | 10,000,000,000 | 10,000,000,000 | |||||||||||||
Stock issued during period, value, new issues | $ 4,000,000 | |||||||||||||||
Cross Mobile Investment Agreement [Member] | Common Stock [Member] | Cross Mobile [Member] | ||||||||||||||||
Percentage of hold outstanding share capital on fullly diluted basis | 51% | |||||||||||||||
Investment Agreement [Member] | Insta View Ltd [Member] | ||||||||||||||||
Equity method investment percent | 26% | |||||||||||||||
Investment Agreement [Member] | Insta View Ltd [Member] | ||||||||||||||||
Restricted number of shares issued | 770,000,000 | |||||||||||||||
Equity investment, assets | $ 154,000 | |||||||||||||||
Investment Agreement [Member] | Insta View Ltd [Member] | Restricted Stock [Member] | ||||||||||||||||
Restricted number of shares issued | 770,000,000 | |||||||||||||||
Investment Agreement [Member] | Insta View Ltd [Member] | Common Stock [Member] | ||||||||||||||||
Sale of stock, number of shares issued in transaction | 296,153,846 | 236,923,077 | 207,307,692 | |||||||||||||
Investment Agreement [Member] | IstaView Ltd [Member] | Common Stock [Member] | ||||||||||||||||
Number of shares issued | 230,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | 1 Months Ended | |
Jun. 21, 2021 | Mar. 31, 2023 | |
Property, Plant and Equipment [Line Items] | ||
Reverse stock split | Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation (“Reverse Stock Split Certificate of Amendment”) in order to effect a reverse stock split of the Company’s common stock pursuant to a range of between 1,000-to-1 and 15,000-to-1 (the “Reverse Stock Split”), when and as determined by the Company’s Board of Directors. Pursuant to the Reverse Stock Split, each one thousand or fifteen thousand shares of common stock, or any other figure within that range, as shall be determined by the Board of Directors at a later time, will be automatically converted, without any further action by the stockholders, into one share of common stock. The Reverse Stock Split Certificate of Amendment will be effective upon receipt of approval from the Financial Industry Regulatory Authority (“FINRA”) for the Reverse Stock Split and the filing with the Secretary of the State of Delaware. As of the date of this report, the Board of Directors has not determined any particular range for the Reverse Stock Split and no application has been presented to FINRA | |
Investment Agreement [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Investment | $ 3,000,000 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 10, 2023 | Feb. 08, 2023 | Jan. 24, 2023 | Mar. 31, 2023 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Proceeds from Investments | $ 150,000 | $ 175,000 | $ 154,000 | |
Sale of stock, number of shares issued | 500,000,000 | 200,000,000 | 583,333,333 | |
Sale of price per share | $ 0.0003 | $ 0.0003 | $ 0.0003 | |
Investment agreement | $ 60,000 | |||
Common Stock [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stock issued during period, shares | 1,440,000,000 | |||
Principal amount | $ 120,000 | |||
Debt instrument periodic payment interest | $ 24,000 | |||
Debt instrument term | 10 years |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Number of options outstanding beginning balance | shares | 46,600,000,000 |
Weighted average exercise price, outstanding, beginning | $ / shares | $ 0.001 |
Number of options, granted | shares | 2,000,000 |
Weighted average exercise price, granted | $ / shares | $ 0.001 |
Number of options, exercised | shares | |
Weighted average exercise price, exercised | $ / shares | |
Number of options, forfeited or expired | shares | |
Weighted average exercise price, forfeited or expired | $ / shares | |
Number of options outstanding ending balance | shares | 46,602,000,000 |
Weighted average exercise price, outstanding, ending | $ / shares | $ 0.001 |
Number of options exercisable | shares | 9,600,000,000 |
Weighted average exercise price, number of option exercisable | $ / shares | $ 0.001 |
SCHEDULE OF STOCK OPTIONS OUTST
SCHEDULE OF STOCK OPTIONS OUTSTANDING RANGE OF EXERCISE PRICE (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Exercise Price Range One [Member] | ||
Offsetting Assets [Line Items] | ||
Exercise price | $ 0.001 | $ 0.001 |
Number outstanding, options outstanding | 46,602,000,000 | 13,200,000,000 |
Weighted average remaining contractual life-years, options outstanding | 3 years 6 months | 3 years 6 months 18 days |
Weighted average remaining contractual life-years, options outstanding | 9,600,000,000 | |
Exercise Price Range Two [Member] | ||
Offsetting Assets [Line Items] | ||
Number outstanding, options outstanding | 46,602,000,000 | 13,200,000,000 |
Weighted average remaining contractual life-years, options outstanding | 3 years 6 months | 3 years 6 months 18 days |
Weighted average remaining contractual life-years, options outstanding | 9,600,000,000 |
STOCK OPTIONS (Details Narrativ
STOCK OPTIONS (Details Narrative) - USD ($) | 3 Months Ended | |||
Jan. 26, 2023 | Jan. 24, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Aggregate intrinsic value outstanding | $ 4,660,200 | |||
Share price | $ 0.0002 | |||
Share based compensation, non option granted | 1,000,000,000 | 1,000,000,000 | ||
Share based compensation, exercise price per share | $ 0.0002 | $ 0.0002 | ||
Exercisable period | 4 years | 4 years | ||
Number of shares increase decrease | 250,000,000 | 250,000,000 | ||
Fair value of options | $ 281,615 | $ 281,615 | ||
Risk free rate | 372% | 372% | ||
Volatility factor | 18,671% | 18,671% | ||
Dividend yields | 0% | 0% | ||
Expected life | 4 years | 4 years | ||
Share based compensation | $ 2,244,405 | $ 1,426,491 | ||
General and Administrative Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | 2,152,440 | |||
Research and Development Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share based compensation | $ 18,334 |
SCHEDULE OF EQUITY METHOD INVES
SCHEDULE OF EQUITY METHOD INVESTMENT (Details) - USD ($) | 3 Months Ended | |||
Mar. 10, 2023 | Jan. 24, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | ||||
Opening balance | ||||
Initial investment | $ 150,000 | $ 175,000 | 154,000 | |
Other comprehensive loss | (1,007) | |||
Equity losses | (477) | |||
Balance as of March 31, 2023 | $ 152,516 |
EQUITY METHOD INVESTMENTS IN _3
EQUITY METHOD INVESTMENTS IN UNCONSOLIDATED AFFILIATES (Details Narrative) | Mar. 31, 2023 |
Insta View [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Equity method investment percentage | 26% |
SCHEDULE OF RELATED PARTY EXPEN
SCHEDULE OF RELATED PARTY EXPENSES (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | ||
Related Party Transaction [Line Items] | ||||
Other current assets | $ 144,907 | $ 141,244 | ||
Related Party [Member] | ||||
Related Party Transaction [Line Items] | ||||
Other current assets | 50,992 | 50,253 | ||
Other accounts liabilities | 96,996 | |||
Liability for employee rights upon retirement | 129,136 | 229,167 | ||
Long term loan from related party (*) | 2,012,339 | $ 2,012,339 | ||
General and Administrative Expense [Member] | ||||
Related Party Transaction [Line Items] | ||||
(*) of which share based compensation | 806,943 | $ 960,772 | ||
General and Administrative Expense [Member] | Share Based Compensation [Member] | ||||
Related Party Transaction [Line Items] | ||||
(*) of which share based compensation | [1] | 756,077 | 919,465 | |
Research and Development Expense [Member] | ||||
Related Party Transaction [Line Items] | ||||
(*) of which share based compensation | 77,811 | 23,415 | ||
Research and Development Expense [Member] | Share Based Compensation [Member] | ||||
Related Party Transaction [Line Items] | ||||
(*) of which share based compensation | [1] | $ 51,979 | ||
[1]Received from UCG by December 31, 2021. The loan bears no interest. |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 3 Months Ended | |||||
May 15, 2023 | May 05, 2023 | Mar. 10, 2023 | Feb. 08, 2023 | Jan. 24, 2023 | Mar. 31, 2023 | |
Subsequent Event [Line Items] | ||||||
Sale of stock, number of shares issued | 500,000,000 | 200,000,000 | 583,333,333 | |||
Proceeds from Investments | $ 150,000 | $ 175,000 | $ 154,000 | |||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Sale of stock, number of shares issued | 1,583,333,333 | |||||
Proceeds from Investments | $ 475,000 | |||||
Additional Paid in Capital, Common Stock | $ 150,000 | |||||
Subsequent Event [Member] | Insta View [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Shares issued | 770,000,000 |