Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 20, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
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 | 520,796,074,663 |
Condensed Interim Consolidated
Condensed Interim Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 135,623 | $ 56,346 |
Accounts receivable, net | 48,834 | 23,362 |
Prepaid Share-based payment to service providers | 55,556 | |
Other current assets | 87,713 | 90,991 |
T o t a l Current assets | 326,564 | 276,508 |
Non-current assets | ||
Right-of-use asset | 129,566 | 166,882 |
Long term prepaid expenses | 21,790 | 23,679 |
Property and equipment, net | 50,808 | 43,167 |
Funds in respect of employee rights upon termination | 28,373 | 28,824 |
Investment in investee (Note 5) | 151,876 | |
Intangible assets | 9,693,958 | 9,693,958 |
Total non-current assets | 10,076,371 | 9,956,510 |
T o t a l assets | 10,402,935 | 10,233,018 |
Current Liabilities | ||
Accounts payable | 159,659 | 107,979 |
Current operating lease liability | 46,641 | 57,971 |
Other current liabilities | 545,054 | 621,733 |
T o t a l current liabilities | 751,354 | 787,683 |
Non-current Liabilities | ||
Liability for employee rights upon retirement | 183,489 | 180,066 |
Long term loan from parent company | 2,012,339 | 2,012,339 |
Long term operating lease liability | 64,339 | 96,102 |
Deferred tax liability | 872,456 | 872,456 |
T o t a l Non-current liabilities | 3,132,623 | 3,160,963 |
T o t a l liabilities | 3,883,977 | 3,948,646 |
Stockholders’ Equity | ||
Preferred stock, value | 3,500 | 3,500 |
Common stock $0.00001 par value, 750,000,000,000 shares authorized as of September 30, 2023 and December 31, 2022. 520,796,074,663 and 516,302,741,330 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 67,162,651 | 67,117,718 |
Additional paid-in capital | (35,031,087) | (40,614,231) |
Proceeds on account of shares | 150,000 | |
Treasury stock at cost – 20,000,000,000 shares of common stock | (8,000,000) | (8,000,000) |
Accumulated other comprehensive loss | (2,324) | (2,611) |
Accumulated deficit | (21,528,482) | (16,035,848) |
Total Company’s stockholders’ equity | 2,754,258 | 2,468,528 |
Non-controlling interests | 3,764,700 | 3,815,844 |
T o t a l stockholders’ equity | 6,518,958 | 6,284,372 |
T o t a l liabilities and stockholders’ equity | 10,402,935 | 10,233,018 |
Series A Preferred Stock [Member] | ||
Stockholders’ Equity | ||
Preferred stock, value | 3,500 | 3,500 |
Related Party [Member] | ||
Current Assets | ||
Related party | 54,394 | 50,253 |
Other current assets | $ 54,394 | $ 50,253 |
Condensed Interim Consolidate_2
Condensed Interim Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 750,000,000,000 | 750,000,000,000 |
Common stock, shares issued | 520,796,074,663 | 516,302,741,330 |
Common stock, shares outstanding | 520,796,074,663 | 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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues | $ 27,799 | $ 23,726 | $ 162,784 | $ 67,480 |
Research and development expenses | (427,965) | (528,211) | (1,433,087) | (979,555) |
Selling and marketing expenses | (6,693) | (36,889) | ||
General and administrative expenses | (1,112,471) | (4,219,851) | (4,245,311) | (8,227,195) |
Loss from operations | (1,519,330) | (4,724,336) | (5,552,503) | (9,139,270) |
Finance income, net | (6,908) | 8,881 | 8,595 | 45,515 |
Loss before equity in net loss of equity investments | (1,526,238) | (4,715,455) | (5,543,908) | (9,093,755) |
Less: Share in net gain (loss) of equity investments | (890) | (64,267) | (1,117) | (64,267) |
Net loss | (1,527,128) | (4,779,722) | (5,545,025) | (9,158,022) |
Net loss attributable to non-controlling interests | 26,450 | 52,392 | ||
Net loss attributable to the Company’s stockholders | $ (1,500,678) | $ (4,779,722) | $ (5,492,633) | $ (9,158,022) |
Basic net loss per share | $ 0 | $ 0 | $ 0 | $ 0 |
Diluted net loss per share | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average number of shares outstanding used in computing basic net loss per share | 518,062,280,925 | 501,589,697,852 | 518,983,559,401 | 494,351,349,388 |
Weighted average number of shares outstanding used in computing diluted net loss per share | 518,062,280,925 | 501,589,697,852 | 518,983,559,401 | 494,351,349,388 |
Comprehensive loss: | ||||
Net loss | $ (1,527,128) | $ (4,779,722) | $ (5,545,025) | $ (9,158,022) |
Other comprehensive income - Foreign currency translation adjustments | 13,276 | 1,535 | ||
Comprehensive loss | (1,513,852) | (4,779,722) | (5,543,490) | (9,158,022) |
Net - loss attributable to non-controlling interests | 26,450 | 52,392 | ||
Other comprehensive income attributable to non-controlling interests | (6,505) | (1,248) | ||
Comprehensive loss attributable to the Company’s stockholders | $ (1,493,907) | $ (4,779,722) | $ (5,492,346) | $ (9,158,022) |
Condensed Interim Consolidate_4
Condensed Interim Consolidated Statements of Changes in Shareholders' Deficit - 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, 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 | ||||||||
Net loss | (9,158,022) | |||||||||
Ending balance, value at Sep. 30, 2022 | $ 3,500 | $ 66,984,719 | (49,379,068) | 290,000 | (5,495) | (15,251,472) | 2,642,184 | 2,642,184 | ||
Ending balance, shares at Sep. 30, 2022 | 5,000,000 | 503,002,741,330 | ||||||||
Beginning 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) | ||
Beginning balance, shares at Mar. 31, 2022 | 5,000,000 | 491,339,407,996 | ||||||||
Issuance of shares | $ 16,334 | 310,917 | (40,000) | 287,250 | 287,250 | |||||
Issuance of shares, shares | 1,633,333,334 | |||||||||
Share-based payment to employees and services providers | $ 300 | 2,457,605 | 2,457,905 | 2,457,905 | ||||||
Net loss | (2,741,504) | (2,741,504) | (2,741,504) | |||||||
Share-based payment to employees and services providers, shares | 30,000,000 | |||||||||
Ending balance, value at Jun. 30, 2022 | $ 3,500 | $ 66,884,719 | (57,929,134) | 250,000 | (5,495) | (10,471,750) | (1,268,160) | (1,268,160) | ||
Ending balance, shares at Jun. 30, 2022 | 5,000,000 | 493,002,741,330 | ||||||||
Issuance of shares | $ 100,000 | 3,900,000 | 4,000,000 | 4,000,000 | ||||||
Issuance of shares, shares | 10,000,000,000 | |||||||||
Share-based payment to employees and services providers | 4,650,066 | 4,650,066 | 4,650,066 | |||||||
Proceeds on account of shares | 40,000 | 40,000 | 40,000 | |||||||
Net loss | (4,779,722) | (4,779,722) | (4,779,722) | |||||||
Ending balance, value at Sep. 30, 2022 | $ 3,500 | $ 66,984,719 | (49,379,068) | 290,000 | (5,495) | (15,251,472) | 2,642,184 | 2,642,184 | ||
Ending balance, shares at Sep. 30, 2022 | 5,000,000 | 503,002,741,330 | ||||||||
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 | ||||||||
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 | ||||||||
Net loss | (5,545,025) | |||||||||
Ending balance, value at Sep. 30, 2023 | $ 3,500 | $ 67,162,651 | (35,031,087) | 150,000 | (8,000,000) | (2,324) | (21,528,482) | 2,754,258 | 3,764,700 | 6,518,958 |
Ending balance, shares at Sep. 30, 2023 | 5,000,000 | 520,796,074,663 | ||||||||
Beginning 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 | |
Beginning balance, shares at Mar. 31, 2023 | 5,000,000 | 517,942,741,330 | ||||||||
Issuance of shares | $ 20,833 | 279,167 | 300,000 | 300,000 | ||||||
Issuance of shares, shares | 2,083,333,333 | |||||||||
Share-based payment to employees and services providers | 1,263,005 | 1,263,005 | 1,263,005 | |||||||
Net loss | (1,527,656) | (1,527,656) | (12,930) | (1,540,586) | ||||||
Other comprehensive loss | (4,211) | (4,211) | (4,041) | (8,252) | ||||||
Issuance of shares for investment in an investee | $ 7,700 | 146,300 | 154,000 | 154,000 | ||||||
Issuance of shares for investment in an investee, shares | 770,000,000 | |||||||||
Ending balance, value at Jun. 30, 2023 | $ 3,500 | $ 67,162,651 | (36,194,050) | (8,000,000) | (9,095) | (20,027,804) | 2,935,202 | 3,784,645 | 6,719,847 | |
Ending balance, shares at Jun. 30, 2023 | 5,000,000 | 520,796,074,663 | ||||||||
Share-based payment to employees and services providers | 1,162,963 | 1,162,963 | 1,162,963 | |||||||
Proceeds on account of shares | 150,000 | 150,000 | 150,000 | |||||||
Net loss | (1,500,678) | (1,500,678) | (26,450) | (1,527,128) | ||||||
Other comprehensive loss | 6,771 | 6,771 | 6,505 | 13,276 | ||||||
Ending balance, value at Sep. 30, 2023 | $ 3,500 | $ 67,162,651 | $ (35,031,087) | $ 150,000 | $ (8,000,000) | $ (2,324) | $ (21,528,482) | $ 2,754,258 | $ 3,764,700 | $ 6,518,958 |
Ending balance, shares at Sep. 30, 2023 | 5,000,000 | 520,796,074,663 |
Condensed Interim Consolidate_5
Condensed Interim Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss for the period | $ (5,545,025) | $ (9,158,022) |
Adjustments required to reconcile net loss for the period to net cash used in operating activities: | ||
Depreciation | 13,345 | 8,030 |
Change in liability for employee rights upon retirement | 3,874 | (5,491) |
Share in losses of non-consolidated entity | 1,117 | 64,267 |
Share-based compensation expense | 4,700,633 | 8,474,989 |
Change in operating lease liability | (5,778) | |
Change in accounts receivable | (25,473) | (10,136) |
Change in other current assets | 5,054 | (92,556) |
Change in accounts payable | 51,680 | 10,979 |
Change in other accounts liabilities | 72,699 | (117,284) |
Net cash used in operating activities | (727,874) | (825,224) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Loans received from (granted to) related parties | (4,028) | 7,186 |
Purchase of property and equipment | (20,986) | (17,798) |
Net cash used in investing activities | (25,014) | (10,612) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock | 681,000 | 611,250 |
Proceeds on account of shares | 150,000 | 290,000 |
Net cash provided by financing activities | 831,000 | 901,250 |
Effect of exchange rate changes on cash and cash equivalents | 1,165 | |
INCREASE IN CASH AND CASH EQUIVALENTS | 79,277 | 65,414 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 56,346 | 46,022 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 135,623 | 111,436 |
Non cash transactions: | ||
Investment in purchase of equity method investment | 154,000 | |
Issuance of shares in exchange for debt | $ 144,000 |
GENERAL
GENERAL | 9 Months Ended |
Sep. 30, 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 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 (continued) 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 had 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 (see Note 1C to the annual financial statements of 2022) and acquired the additional 25 26 51 10,000,000 The Company concluded that the acquired set of assets held at CrossMobile does not meet the definition of a business as substantially all the fair value of the gross assets is concentrated in the license held by CrossMobile. CrossMobile is at it start up stages and has no substantial operations. The only significant asset is the license which constitute more than 90 The acquisition of the additional 25 The Company used the cost accumulation method to determine the cost of the acquisition. The Company used the carrying value of its 26 The consideration for the assets of CrossMobile was made through the issuance of 20,000,000,000 8 0.0004 20,000,000,000 The assets acquisition of CrossMobile resulted in 49 As described above the entire consideration paid by WHEN was with its shares, issued to CrossMobile. Based on the guidance in ASC 810-10-45-5 the shares are not considered outstanding. The Company concluded that the fair value of the consideration paid to be based on the fair value of the noncontrolling interests determined to be $ 7.9 WORLD HEALTH ENERGY HOLDINGS, INC . NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – GENERAL (continued) Substantially all the consideration were allocated to the license, in addition to $ 0.9 8.8 In addition, the Company recorded deferred tax liability and corresponding increase of the license value in an amount of $ 0.872 0 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 62,083 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. WORLD HEALTH ENERGY HOLDINGS, INC . NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – GENERAL (continued) F. Liquidity The Group is subject to certain inherent risks and uncertainties associated with the development of its business. To date, substantially all the Company’s efforts and investments have been devoted to the growth of its business, organically and inorganically. These investments have historically been funded by raising outside capital, and as a result of these efforts, the Company has generally incurred significant losses and used net cash outflows from operations since inception and it may continue to incur such losses and use net cash outflows for the foreseeable future until such time it reaches scale of profitability without needing to rely on funding from outside capital to sustain its operations. During the nine-months ended September 30, 2023, the Company incurred a net loss of $ 5,545 728 136 21,528 In response to the risks and uncertainties described above, the Group and George Baumeohl, a Company director, have entered into an investment agreement signed on November 1, 2022, where the director has committed to invest up to $ 3,000,000 925,000 3,000,000 the Company continues to carefully evaluate its liquidity position and while it is difficult to predict its future liquidity requirements with certainty, the Company currently expects it will be able to generate sufficient liquidity to fund its operations over the next twelve months beyond the issuance date. 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION 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 nine-months ended September 30, 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. 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 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. WORLD HEALTH ENERGY HOLDINGS, INC . NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continued) Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP 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. Investment in investee The Company accounts of its options in InstaView in accordance with ASC 321, Investments – Equity Securities. The Company elected the measurement alternative under which the options are measured at cost as they have no readily determinable fair value. The carrying amount of the investment is included within Investment in investee, non-current assets in the Consolidated Balance Sheets. The equity securities will be carried at cost less impairment, if any, and subsequently measured to fair value upon observable price changes in an orderly transaction for the identical or similar investments with any gains or losses recorded to the consolidated statement of operations and comprehensive income. No amortization expenses were recorded in the nine months ended September 30, 2023 un respect of Instaview. Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update 2016-13, Financial Instruments — Credit Losses (Topic 326), which changes the impairment model for most financial assets, including accounts receivable, and replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. The guidance is effective for the Company for interim and annual periods beginning after December 15, 2022, with early adoption permitted. Effective January 1, 2023, the Company adopted this standard using a modified retrospective transition approach, which required a cumulative effect adjustment to the balance sheet as of January 1, 2023. The adoption of this standard did not have a material impact to our condensed consolidated financial statements. |
COMMON STOCK
COMMON STOCK | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
COMMON STOCK | NOTE 3 – COMMON STOCK a. 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 b. On February 8, 2023, the Company issued to the investor specified in item a above and designee an aggregate of 1,440,000,000 120,000 24,000 10 c. On May 5, 2023 and on June 30, 2023, the Company issued to George Baumeohll, a director and a shareholder, an aggerate of 2,083,333,333 625,000 0.0003 150,000 d. On May 15, 2023, the Company issued 770,000,000 WORLD HEALTH ENERGY HOLDINGS, INC . NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
STOCK OPTIONS
STOCK OPTIONS | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK OPTIONS | NOTE 4 - STOCK OPTIONS 1. The following table presents the Company’s stock option activity for employees and directors, during the three and nine months ended September 30, 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 31,2023 46,602,000,000 0.001 Granted - - Exercised - - Forfeited or expired - - Outstanding at June 30,2023 46,602,000,000 0.001 Granted - - Exercised - - Forfeited or expired (10,000,000,000 ) (0.001 ) Outstanding at September 30,2023 36,602,000,000 0.001 Number of options exercisable at September 30, 2023 12,100,000,000 0.001 The aggregate intrinsic value of the awards outstanding as of September 30, 2023 is 0 0.0001 The stock options outstanding as of September 30, 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 September 30, 2023 0.001 46,602,000,000 3.02 12,100,000,000 46,602,000,000 3.02 12,100,000,000 Compensation expense recorded by the Company in respect of its stock-based compensation awards for the period of nine months ended September 30, 2023 was $ 4,700,633 1,049,008 3,651,625 As of September 30, 2023, the total share-based compensation costs not yet recognized related to unvested stock options was $ 5,333,666 3.02 WORLD HEALTH ENERGY HOLDINGS, INC . NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS 2. On January 26, 2023, RNA entered into two consulting agreements for the design of new generation of Internet Of Things (“IOT”) devices and for research and update of international needs of IOT devices with two consultants under which it undertook to issue to each of the consultant Non-Plan option to purchase 1,000,000,000 0.0002 4 250,000,000 563,230 3.72 186.71 0 4 183,343 3. On May 7, 2023, RNA entered into a consulting agreement with a consultant pursuant to which the Company granted the consultant a Non-Plan option to purchase 1,000,000,000 0.0002 4 250,000,000 184,701 3.63 186.23 0 4 36,074 |
EQUITY METHOD INVESTMENTS IN UN
EQUITY METHOD INVESTMENTS IN UNCONSOLIDATED AFFILIATES | 9 Months Ended |
Sep. 30, 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 nine months ended September 30, 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 Nine months ended Opening balance $ - Equity investment 91,917 Other comprehensive loss (1,007 ) Equity loss (1,117 ) Investments under equity method. 89,793 Purchased Option 62,083 Investment in investee as of September 30, 2023 $ 151,876 |
RELATED PARTIES
RELATED PARTIES | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 6 – RELATED PARTIES SCHEDULE OF RELATED PARTY EXPENSES A. Transactions and balances with related parties 2023 2022 2023 2022 Nine months ended September 30 Three months ended September 30 2023 2022 2023 2022 (Unaudited) (Unaudited) (Unaudited) (Unaudited) General and administrative expenses: Salaries and fees to officers 1,940,058 5,071,652 519,897 3,042,998 (*) of which share based compensation 1,788,288 4,929,013 458,692 2,985,923 Research and development expenses: Salaries and fees to officers 195,342 158,698 58,128 88,975 (*) of which share based compensation 118,513 77,969 27,029 51,929 B. Balances with related parties and officers: As of September 30, As of December 31, 2023 2022 (Unaudited) (Audited) Other current assets 54,394 50,253 Other accounts liabilities 128,300 - Liability for employee rights upon retirement 123,795 229,167 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 | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 7 – SUBSEQUENT EVENTS 1. Significant portion of Company’s operations are conducted in Israel and several of Company’s members of our board of directors, management, as well as a majority of Company’s employees and consultants, including employees of our service providers, are located in Israel, our business and operations are directly affected by economic, political, geopolitical and military conditions affecting Israel. In October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on Israeli population and industrial centers located along Israel’s border with the Gaza Strip and in other areas within the State of Israel. These attacks resulted in extensive deaths, injuries and kidnapping of civilians and soldiers in the southern part of the country. Following the attack, Israel’s security cabinet declared war against Hamas and a military campaign against these terrorist organizations commenced in parallel to their continued rocket and terror attacks. In the weeks since the initial attack by Hamas, hostilities along Israel’s northern border with Hezbollah located in Lebanon have accelerated, and this clash may escalate in the future into a greater regional conflict. Following the brutal attacks on Israel, the mobilization of army reserves and the government declaring a state of war in October 2023, there was a decrease in Israel’s economic and business activity. The security situation has led, inter alia, to a disruption in the supply chain and production, a decrease in the volume of national transportation and a shortage in manpower due to employees being called for active reserve duty. These events may imply wider macroeconomic indications of a deterioration of Israel’s economic standing, which may have a material adverse effect on the Company and its ability to effectively conduct its business, operations and affairs. The intensity and duration of Israel’s current war is difficult to predict, and as are such war’s economic implications on the Company’s business and operations and on Israel’s economy in general. As at the reporting date the Company is unable to assess the extent of the effect of the war on its business activities and on the business activities of its subsidiaries, and on their medium and long term results. The Company is continuing to regularly follow developments on the matter and is examining the effects on its operations and the value of its assets. As of the date of the filing, the still on-going War has no direct material short term effect on the Company’s activities. 2. On October 16, 2023, UCG, Inc. (“UCG”), the holder of approximately 75 50 Following the execution of the Term Sheet, the Company shall proceed to obtain the necessary regulatory approval of a reverse stock split of its outstanding common stock solely in connection with an uplisting to a U.S. National Exchange. Upon the consummation of the share exchange contemplated by the Term Sheet, the board of directors of Cuentas shall be increased to nine members. UCG and the Cuentas Shareholders will each designate two members, with the remaining five independent directors to be nominated by mutual agreement of UCG and the Cuentas Shareholders. The Term Sheet further provides that each of Giora Rozensweig, the interim CEO of the Company, George Baumeohl, a director of the Company and a principal of UCG, Arik Maimon, CEO and President of Cuentas and Michael De Prado, the President of Cuentas, will enter into stockholders’ agreement, the terms of which are currently being negotiated, reflecting the parties’ agreement to certain matters relating to the management of Cuentas. This agreement is currently being negotiated and will be included in the definitive agreement for shareholder approval. The Term Sheet also contemplates that at the closing of the share exchange, Cuentas may enter into employment agreements with Giora Rozensweig, the interim CEO of the Company, who shall be designated as co-Executive Chairman of the Cuentas Board. The agreement will be on the same terms and conditions as the current Cuentas Chairman and CEO, and/or co-CEO of Cuentas and an additional Company designated person shall serve in a senior capacity as an officer of Cuentas. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 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 nine-months ended September 30, 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. 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 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. WORLD HEALTH ENERGY HOLDINGS, INC . NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continued) |
Use of Estimates | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP 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. |
Investment in investee | Investment in investee The Company accounts of its options in InstaView in accordance with ASC 321, Investments – Equity Securities. The Company elected the measurement alternative under which the options are measured at cost as they have no readily determinable fair value. The carrying amount of the investment is included within Investment in investee, non-current assets in the Consolidated Balance Sheets. The equity securities will be carried at cost less impairment, if any, and subsequently measured to fair value upon observable price changes in an orderly transaction for the identical or similar investments with any gains or losses recorded to the consolidated statement of operations and comprehensive income. No amortization expenses were recorded in the nine months ended September 30, 2023 un respect of Instaview. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update 2016-13, Financial Instruments — Credit Losses (Topic 326), which changes the impairment model for most financial assets, including accounts receivable, and replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. The guidance is effective for the Company for interim and annual periods beginning after December 15, 2022, with early adoption permitted. Effective January 1, 2023, the Company adopted this standard using a modified retrospective transition approach, which required a cumulative effect adjustment to the balance sheet as of January 1, 2023. The adoption of this standard did not have a material impact to our condensed consolidated financial statements. |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF STOCK OPTION ACTIVITY | 1. The following table presents the Company’s stock option activity for employees and directors, during the three and nine months ended September 30, 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 31,2023 46,602,000,000 0.001 Granted - - Exercised - - Forfeited or expired - - Outstanding at June 30,2023 46,602,000,000 0.001 Granted - - Exercised - - Forfeited or expired (10,000,000,000 ) (0.001 ) Outstanding at September 30,2023 36,602,000,000 0.001 Number of options exercisable at September 30, 2023 12,100,000,000 0.001 |
SCHEDULE OF STOCK OPTIONS OUTSTANDING RANGE OF EXERCISE PRICE | The stock options outstanding as of September 30, 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 September 30, 2023 0.001 46,602,000,000 3.02 12,100,000,000 46,602,000,000 3.02 12,100,000,000 Compensation expense recorded by the Company in respect of its stock-based compensation awards for the period of nine months ended September 30, 2023 was $ 4,700,633 1,049,008 3,651,625 As of September 30, 2023, the total share-based compensation costs not yet recognized related to unvested stock options was $ 5,333,666 3.02 WORLD HEALTH ENERGY HOLDINGS, INC . NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS 2. On January 26, 2023, RNA entered into two consulting agreements for the design of new generation of Internet Of Things (“IOT”) devices and for research and update of international needs of IOT devices with two consultants under which it undertook to issue to each of the consultant Non-Plan option to purchase 1,000,000,000 0.0002 4 250,000,000 563,230 3.72 186.71 0 4 183,343 3. On May 7, 2023, RNA entered into a consulting agreement with a consultant pursuant to which the Company granted the consultant a Non-Plan option to purchase 1,000,000,000 0.0002 4 250,000,000 184,701 3.63 186.23 0 4 36,074 |
EQUITY METHOD INVESTMENTS IN _2
EQUITY METHOD INVESTMENTS IN UNCONSOLIDATED AFFILIATES (Tables) | 9 Months Ended |
Sep. 30, 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 Nine months ended Opening balance $ - Equity investment 91,917 Other comprehensive loss (1,007 ) Equity loss (1,117 ) Investments under equity method. 89,793 Purchased Option 62,083 Investment in investee as of September 30, 2023 $ 151,876 |
RELATED PARTIES (Tables)
RELATED PARTIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF RELATED PARTY EXPENSES | SCHEDULE OF RELATED PARTY EXPENSES A. Transactions and balances with related parties 2023 2022 2023 2022 Nine months ended September 30 Three months ended September 30 2023 2022 2023 2022 (Unaudited) (Unaudited) (Unaudited) (Unaudited) General and administrative expenses: Salaries and fees to officers 1,940,058 5,071,652 519,897 3,042,998 (*) of which share based compensation 1,788,288 4,929,013 458,692 2,985,923 Research and development expenses: Salaries and fees to officers 195,342 158,698 58,128 88,975 (*) of which share based compensation 118,513 77,969 27,029 51,929 B. Balances with related parties and officers: As of September 30, As of December 31, 2023 2022 (Unaudited) (Audited) Other current assets 54,394 50,253 Other accounts liabilities 128,300 - Liability for employee rights upon retirement 123,795 229,167 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 | 9 Months Ended | |||||||||||||||||
Jan. 26, 2023 | Oct. 25, 2022 | Jul. 13, 2022 | Mar. 22, 2022 | Dec. 03, 2021 | Jun. 21, 2021 | Apr. 27, 2020 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Nov. 01, 2022 | Oct. 07, 2021 | Oct. 06, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||
Common stock shares authorized | 750,000,000,000 | 750,000,000,000 | 750,000,000,000 | ||||||||||||||||
Common stock par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||||||
New issuance, value | $ 300,000 | $ 529,000 | $ 4,000,000 | $ 287,250 | $ 284,000 | ||||||||||||||
Shares issued, exercised | |||||||||||||||||||
Acquisition Cost Ratio | 26% | ||||||||||||||||||
Treasury stock, common shares | 20,000,000,000 | 20,000,000,000 | 20,000,000,000 | ||||||||||||||||
Noncontrolling interest | $ 3,764,700 | $ 3,764,700 | $ 3,815,844 | ||||||||||||||||
License cost | $ 900,000 | ||||||||||||||||||
Recognized license cost | 8,800,000 | ||||||||||||||||||
Deferred tax liabilities | 872,000 | ||||||||||||||||||
Business combination tax basis | 0 | ||||||||||||||||||
Allocated amount related to purchase option | 62,083 | ||||||||||||||||||
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. | ||||||||||||||||||
Profit loss | 1,527,128 | $ 1,540,586 | $ 2,477,312 | $ 4,779,722 | $ 2,741,504 | $ 1,636,796 | 5,545,025 | $ 9,158,022 | |||||||||||
Net cash operating activities | 727,874 | $ 825,224 | |||||||||||||||||
Cash and cash equivalent | 136,000 | 136,000 | |||||||||||||||||
Accumulated deficit | 21,528,482 | 21,528,482 | $ 16,035,848 | ||||||||||||||||
Investments | 3,000,000 | 3,000,000 | |||||||||||||||||
Subscriptions receivable amount | $ 925,000 | $ 925,000 | |||||||||||||||||
Cross Mobile [Member] | License [Member] | |||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||
Equity method investment percent | 90% | 90% | |||||||||||||||||
Minimum [Member] | |||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||
Common stock par value | $ 0.0007 | ||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||
Number of shares issued | 2,083,333,333 | 1,640,000,000 | 10,000,000,000 | 1,633,333,334 | 2,840,000,000 | ||||||||||||||
Common stock shares authorized | 750,000,000,000 | 110,000,000,000 | |||||||||||||||||
Common stock par value | $ 0.00001 | ||||||||||||||||||
New issuance, value | $ 20,833 | $ 16,400 | $ 100,000 | $ 16,334 | $ 28,400 | ||||||||||||||
Profit loss | |||||||||||||||||||
UCG, INC. [Member] | Common Stock [Member] | |||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||
Stock issued during period, shares, conversion | 387,000,000,000 | ||||||||||||||||||
Insta View Ltd [Member] | Common Stock [Member] | Investment Agreement [Member] | Two Thousand Two Three [Member] | |||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||
Equity method investment percent | 7% | ||||||||||||||||||
Sale of stock, number of shares issued in transaction | 207,307,692 | ||||||||||||||||||
Insta View Ltd [Member] | Common Stock [Member] | Investment Agreement [Member] | Two Thousand And Twenty Four [Member] | |||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||
Equity method investment percent | 8% | ||||||||||||||||||
Sale of stock, number of shares issued in transaction | 236,923,077 | ||||||||||||||||||
Insta View Ltd [Member] | Common Stock [Member] | Investment Agreement [Member] | Two Thousand And Twenty Five [Member] | |||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||
Equity method investment percent | 10% | ||||||||||||||||||
Sale of stock, number of shares issued in transaction | 296,153,846 | ||||||||||||||||||
Series B Preferred Stock [Member] | UCG, INC. [Member] | |||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||
Stock issued during period, shares, conversion | 3,870,000 | ||||||||||||||||||
Merger Agreement [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||
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] | |||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||
Number of shares issued | 3,870,000 | ||||||||||||||||||
Preferred stock, par value | $ 0.0007 | ||||||||||||||||||
Cross Mobile Investment Agreement [Member] | Giora Rosenzweig [Member] | Cross Mobbnile [Member] | |||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||
Equity method investment percent | 40.67% | ||||||||||||||||||
Cross Mobile Investment Agreement [Member] | George Baumoehl [Member] | Cross Mobbnile [Member] | |||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||
Equity method investment percent | 3.33% | ||||||||||||||||||
Cross Mobile Investment Agreement [Member] | Common Stock [Member] | |||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||
Common stock outstanding, rate | 26% | ||||||||||||||||||
Restricted number of shares issued | 10,000,000,000 | 10,000,000,000 | |||||||||||||||||
New issuance, value | $ 4,000,000 | ||||||||||||||||||
Noncontrolling interest | $ 7,900,000 | ||||||||||||||||||
Cross Mobile Investment Agreement [Member] | Common Stock [Member] | Cross Mobile [Member] | |||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||
Number of shares issued | 20,000,000,000 | ||||||||||||||||||
New issuance, value | $ 8,000,000 | ||||||||||||||||||
Percentage of hold outstanding share capital on fullly diluted basis | 51% | ||||||||||||||||||
Asset acquisition, percentage | 25% | ||||||||||||||||||
Shares issued, exercised | 10,000,000 | ||||||||||||||||||
Shares issued, per share | $ 0.0004 | ||||||||||||||||||
Treasury stock, common shares | 20,000,000,000 | ||||||||||||||||||
Noncontrolling interest, rate | 49% | ||||||||||||||||||
Cross Mobile Investment Agreement [Member] | Common Stock [Member] | Minimum [Member] | Cross Mobile [Member] | |||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||
Common stock outstanding, rate | 26% | ||||||||||||||||||
Cross Mobile Investment Agreement [Member] | Common Stock [Member] | Maximum [Member] | Cross Mobile [Member] | |||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||
Common stock outstanding, rate | 51% | ||||||||||||||||||
Investment Agreement [Member] | Insta View Ltd [Member] | |||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||
Equity method investment percent | 26% | ||||||||||||||||||
Investment Agreement [Member] | Maximum [Member] | |||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||
Investments | $ 3,000,000 | ||||||||||||||||||
Investment Agreement [Member] | Insta View Ltd [Member] | |||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||
Restricted number of shares issued | 770,000,000 | ||||||||||||||||||
Equity investment, assets | $ 154,000 | ||||||||||||||||||
Allocated amount related to purchase option | $ 62,083 | ||||||||||||||||||
Investment Agreement [Member] | Insta View Ltd [Member] | Restricted Stock [Member] | |||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||
Restricted number of shares issued | 770,000,000 | ||||||||||||||||||
Investment Agreement [Member] | IstaView Ltd [Member] | Common Stock [Member] | |||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||
Number of shares issued | 230,000,000 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||||
Jun. 30, 2023 | May 05, 2023 | Feb. 08, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | May 15, 2023 | |
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Proceeds from common stock | $ 681,000 | $ 611,250 | ||||||||||
Director [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Sale of stock, number of shares issued | 150,000 | |||||||||||
Common Stock [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Number of shares issued | 2,083,333,333 | 1,640,000,000 | 10,000,000,000 | 1,633,333,334 | 2,840,000,000 | |||||||
Common Stock [Member] | Insta View [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Shares issued | 770,000,000 | |||||||||||
Common Stock [Member] | Director [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Sale of price per share | $ 0.0003 | $ 0.0003 | $ 0.0003 | |||||||||
Shares issued | 2,083,333,333 | 2,083,333,333 | 2,083,333,333 | |||||||||
Proceeds from common stock | $ 625,000 | $ 625,000 | ||||||||||
Common Stock [Member] | Investor [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Shares issued | 1,440,000,000 | |||||||||||
Principal amount | $ 120,000 | |||||||||||
Accrued interest | $ 24,000 | |||||||||||
Debt instrument term | 10 years | |||||||||||
Private Placement [Member] | Common Stock [Member] | Investment Agreement [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Proceeds from issuance of private placement | $ 60,000 | |||||||||||
Sale of price per share | $ 0.0003 | |||||||||||
Number of shares issued | 200,000,000 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - $ / shares | 3 Months Ended | ||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |||
Number of Options, Outstanding Beginning balance | 46,602,000,000 | 46,602,000,000 | 46,600,000,000 |
Weighted Average Exercise Price, Outstanding Beginning balance | $ 0.001 | $ 0.001 | $ 0.001 |
Number of Options, Granted | 2,000,000 | ||
Weighted Average Exercise Price, Granted | $ 0.001 | ||
Number of Options, Exercised | |||
Weighted Average Exercise Price, Exercised | |||
Number of Options, Forfeited or expired | (10,000,000,000) | ||
Weighted Average Exercise Price, Forfeited or expired | $ (0.001) | ||
Number of Options, Outstanding Ending balance | 36,602,000,000 | 46,602,000,000 | 46,602,000,000 |
Weighted Average Exercise Price, Ending balance | $ 0.001 | $ 0.001 | $ 0.001 |
Number of Options, Outstanding Ending exercisable | 12,100,000,000 | ||
Weighted Average Exercise Price, Ending exercisable | $ 0.001 |
SCHEDULE OF STOCK OPTIONS OUTST
SCHEDULE OF STOCK OPTIONS OUTSTANDING RANGE OF EXERCISE PRICE (Details) - USD ($) | 9 Months Ended | |||
May 07, 2023 | Jan. 26, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock options outstanding | 46,602,000,000 | |||
Weighted average remaining contractual life- years | 3 years 7 days | |||
Stock options vested | 12,100,000,000 | |||
Option to purchase of shares | 1,000,000,000 | 1,000,000,000 | ||
Exercise price | $ 0.0002 | $ 0.0002 | ||
Exercisable period | 4 years | 4 years | ||
Option to vest, shares | 250,000,000 | 250,000,000 | ||
Fair value of options | $ 184,701 | $ 563,230 | ||
Risk free rate | 3.63% | 3.72% | ||
Volatility factor | 186.23% | 186.71% | ||
Dividend yields | 0% | 0% | ||
Expected life | 4 years | 4 years | ||
Share based compensation | $ 4,700,633 | $ 8,474,989 | ||
Research and Development Expense [Member] | Consulting Agreement [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share based compensation | 183,343 | |||
Research and Development Expense [Member] | Consulting Agreement Member One [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share based compensation | $ 36,074 | |||
Exercise Price Range One [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Exercise price | $ 0.001 | |||
Stock options outstanding | 46,602,000,000 | |||
Weighted average remaining contractual life- years | 3 years 7 days | |||
Stock options vested | 12,100,000,000 |
STOCK OPTIONS (Details Narrativ
STOCK OPTIONS (Details Narrative) | 9 Months Ended |
Sep. 30, 2023 USD ($) $ / shares | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Aggregate intrinsic value outstanding | $ 0 |
Share price per share | $ / shares | $ 0.0001 |
Stock-based compensation | $ 4,700,633 |
Unrecognized share based compensation | $ 5,333,666 |
Unrecognized share based compensation, period | 3 years 7 days |
Research and Development Expense [Member] | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Stock-based compensation | $ 1,049,008 |
General and Administrative Expense [Member] | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Stock-based compensation | $ 3,651,625 |
SCHEDULE OF EQUITY METHOD INVES
SCHEDULE OF EQUITY METHOD INVESTMENT (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | ||||
Opening balance | ||||
Equity investment | 91,917 | |||
Other comprehensive loss | (1,007) | |||
Equity loss | $ (890) | $ (64,267) | (1,117) | $ (64,267) |
Investments under equity method. | 89,793 | |||
Purchased Option | 62,083 | |||
Investment in investee as of September 30, 2023 | $ 151,876 | $ 151,876 |
EQUITY METHOD INVESTMENTS IN _3
EQUITY METHOD INVESTMENTS IN UNCONSOLIDATED AFFILIATES (Details Narrative) | Sep. 30, 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 | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | ||
Related Party Transaction [Line Items] | ||||||
Other current assets | $ 87,713 | $ 87,713 | $ 90,991 | |||
Related Party [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Other current assets | 54,394 | 54,394 | 50,253 | |||
Other accounts liabilities | 128,300 | 128,300 | ||||
Liability for employee rights upon retirement | 123,795 | 123,795 | 229,167 | |||
Long term loan from related party (*) | 2,012,339 | 2,012,339 | $ 2,012,339 | |||
General and Administrative Expense [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
(*) of which share based compensation | 519,897 | $ 3,042,998 | 1,940,058 | $ 5,071,652 | ||
General and Administrative Expense [Member] | Share Based Compensation [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
(*) of which share based compensation | [1] | 458,692 | 2,985,923 | 1,788,288 | 4,929,013 | |
Research and Development Expense [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
(*) of which share based compensation | 58,128 | 88,975 | 195,342 | 158,698 | ||
Research and Development Expense [Member] | Share Based Compensation [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
(*) of which share based compensation | [1] | $ 27,029 | $ 51,929 | $ 118,513 | $ 77,969 | |
[1]Received from UCG by December 31, 2021. The loan bears no interest. |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] | Oct. 16, 2023 |
Subsequent Event [Line Items] | |
Percentage of issued and outstanding shares | 75% |
Cuentas, Inc [Member] | |
Subsequent Event [Line Items] | |
Percentage of issued and outstanding shares | 50% |