Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 20, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
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. | |
Entity Address, Address Line Two | 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 ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current Assets | ||
Cash and cash equivalents | $ 112,887 | $ 46,435 |
Accounts receivable, net of allowance for credit losses of $5,378 and $7,545 as of March 31, 2024 and December 31, 2023. respectively | 51,080 | 51,011 |
Inventory | 11,767 | 4,699 |
Other current assets | 191,322 | 148,749 |
Total Current assets | 367,056 | 250,894 |
Non-current assets | ||
Right-of-use asset | 103,225 | 116,548 |
Long term prepaid expenses | 25,122 | 25,496 |
Property and equipment, net | 52,456 | 55,473 |
Funds in respect of employee rights upon termination | 58,725 | 56,558 |
Intangible assets | 9,693,958 | 9,693,958 |
Total non-current assets | 9,933,486 | 9,948,033 |
Total assets | 10,300,542 | 10,198,927 |
Current Liabilities | ||
Short term credit from related party | 80,339 | |
Accounts payable | 65,367 | 106,964 |
Short term operating lease liability | 39,367 | 56,245 |
Other current liabilities | 590,591 | 554,928 |
Total Current Liabilities | 775,664 | 718,137 |
Non-current Liabilities | ||
Liability for employee rights upon retirement | 224,519 | 217,617 |
Long term loan from parent company | 2,012,339 | 2,012,339 |
Long term operating lease liability | 53,283 | 49,411 |
Deferred tax liability | 872,456 | 872,456 |
Total non-current liabilities | 3,162,597 | 3,151,823 |
Total liabilities | 3,938,261 | 3,869,960 |
Stockholders’ Deficit (Note 3) | ||
Common stock $0.00001 par value, 750,000,000,000 shares authorized as of March 31, 2024 and December 31, 2023. 520,796,074,663 shares issued and outstanding as of March 31, 2024 and December 31, 2023. | 67,162,651 | 67,162,651 |
Additional paid-in capital | (33,013,008) | (33,985,758) |
Treasury stock at cost – 20,000,000,000 shares of common stock | (8,000,000) | (8,000,000) |
Proceeds on account of shares | 920,173 | 450,000 |
Accumulated other comprehensive loss | (18,900) | (17,779) |
Accumulated deficit | (24,398,373) | (23,015,196) |
Total Company’s stockholders’ equity | 2,656,043 | 2,597,418 |
Non-controlling interests | 3,706,238 | 3,731,549 |
Total stockholders’ equity | 6,362,281 | 6,328,967 |
Total liabilities and stockholders’ equity | 10,300,542 | 10,198,927 |
Series A Preferred Stock [Member] | ||
Stockholders’ Deficit (Note 3) | ||
Preferred stock, value | $ 3,500 | $ 3,500 |
Condensed Interim Consolidate_2
Condensed Interim Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Accounts receivable, net of allowance for credit losses | $ 5,378 | $ 7,545 |
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 | 520,796,074,663 |
Common Stock , Shares Outstanding | 520,796,074,663 | 520,796,074,663 |
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 outstanding | 5,000,000 | 5,000,000 |
Condensed Interim Consolidate_3
Condensed Interim Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenues | $ 32,876 | $ 32,340 |
Cost of sales | (11,682) | |
Gross profit | 21,194 | 32,340 |
Research and development expenses | (446,384) | (502,935) |
Selling and marketing expenses | (27,199) | (26,669) |
General and administrative expenses | (955,131) | (1,984,458) |
Operating loss | (1,407,520) | (2,481,722) |
Financing income, net | 109 | 4,887 |
Loss before equity in net loss of equity investments | (1,407,411) | (2,476,835) |
Less: Equity in net loss of equity investments | (477) | |
Net loss | (1,407,411) | (2,477,312) |
Net loss attributable to non-controlling interests | 24,234 | 13,012 |
Net loss attributable to the Company’s stockholders | $ (1,383,177) | $ (2,464,300) |
Diluted net loss per share | $ 0 | $ 0 |
Net loss per share - Diluted | $ 0 | $ 0 |
Weighted average number of shares outstanding used in computing basic net loss per share | 522,762,226,201 | 516,812,963,552 |
Weighted average number of shares outstanding used in computing diluted net loss per share | 522,762,226,201 | 516,812,963,552 |
Comprehensive loss: | ||
Other comprehensive loss - Foreign currency translation adjustments | $ (1,121) | $ (2,273) |
Comprehensive loss | (1,408,532) | (2,479,585) |
Net - loss attributable to equity investments | 24,234 | 13,012 |
Other comprehensive loss attributable to non-controlling interests | (1,077) | (1,216) |
Comprehensive loss attributable to the Company’s stockholders | $ (1,385,375) | $ (2,467,789) |
Condensed Interim Consolidate_4
Condensed Interim Consolidated Statements of Changes in Stockholders' Equity (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 |
BALANCE 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 | |
Balance, shares at Dec. 31, 2022 | 5,000,000 | 516,302,741,330 | ||||||||
Share-based payment to employees and services providers | 2,219,109 | 2,219,109 | 2,219,109 | |||||||
Other comprehensive loss | (2,273) | (2,273) | (1,216) | (3,489) | ||||||
Net loss | (2,464,300) | (2,464,300) | (13,012) | (2,477,312) | ||||||
Issuance of shares | $ 16,400 | 512,600 | 529,000 | 529,000 | ||||||
Issuance of shares , shares | 1,640,000,000 | |||||||||
BALANCE 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 | |
Balance, shares at Mar. 31, 2023 | 5,000,000 | 517,942,741,330 | ||||||||
BALANCE at Dec. 31, 2023 | $ 3,500 | $ 67,162,651 | (33,985,758) | 450,000 | (8,000,000) | (17,779) | (23,015,196) | 2,597,418 | 3,731,549 | 6,328,967 |
Balance, shares at Dec. 31, 2023 | 5,000,000 | 520,796,074,663 | ||||||||
Proceeds on account of shares | 470,173 | 470,173 | 470,173 | |||||||
Share-based payment to employees and services providers | 972,750 | 972,750 | 972,750 | |||||||
Other comprehensive loss | (1,121) | (1,121) | (1,077) | (2,198) | ||||||
Net loss | (1,383,177) | (1,383,177) | (24,234) | (1,407,411) | ||||||
BALANCE at Mar. 31, 2024 | $ 3,500 | $ 67,162,651 | $ (33,013,008) | $ 920,173 | $ (8,000,000) | $ (18,900) | $ (24,398,373) | $ 2,656,043 | $ 3,706,238 | $ 6,362,281 |
Balance, shares at Mar. 31, 2024 | 5,000,000 | 520,796,074,663 |
Condensed Interim Consolidate_5
Condensed Interim Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss for the period | $ (1,407,411) | $ (2,477,312) |
Adjustments required to reconcile net loss for the period to net cash used in operating activities: | ||
Depreciation | 5,082 | 4,268 |
Increase in liability for employee rights upon retirement | 6,902 | 12,045 |
Equity in losses of non-consolidated entity | 477 | |
Share-based compensation expense | 972,750 | 2,244,405 |
Change in operating lease liability | 319 | (3,008) |
Increase in accounts receivable | (70) | (2,677) |
Increase in other current assets | (37,310) | (4,565) |
Decrease in accounts payable | (41,596) | (15,920) |
Decrease in other accounts liabilities | 31,460 | (40,181) |
Net cash used in operating activities | (469,874) | (282,468) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Loans repaid by (granted to) related parties | (11,956) | 1,530 |
Increase in funds in respect of employee rights upon retirement | (2,167) | |
Purchase of property and equipment | (2,065) | (6,109) |
Net cash used in investing activities | (16,188) | (4,579) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from stock issued for cash | 60,000 | |
Loan received from related party | 80,339 | |
Proceeds on account of shares | 470,173 | 325,000 |
Net cash provided by financing activities | 550,512 | 385,000 |
Effect of exchange rate changes on cash and cash equivalents | 2,002 | 1,290 |
INCREASE IN CASH AND CASH EQUIVALENTS | 66,452 | 99,243 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 46,435 | 56,346 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 112,887 | 155,589 |
Non cash transactions: | ||
Issuance of share in exchange for debt | $ 144,000 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure [Table] | ||
Net Income (Loss) | $ (1,383,177) | $ (2,464,300) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual [Table] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
GENERAL
GENERAL | 3 Months Ended |
Mar. 31, 2024 | |
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 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 and acquired the additional 25 26 51 10,000,000 The Company, collectively with SG, RNA and CrossMobile are hereunder referred to as the “Group”. D. Board and Shareholder Authority for Reverse Stock Split On May 17, 2023, 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 20,000-to-1 and 60,000-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. WORLD HEALTH ENERGY HOLDINGS, INC . NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – GENERAL (continued) E. 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 three months ended March 31, 2024, the Company incurred a net loss of $ 1,407 470 113 24,398 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 1,694,767 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. F. Risk factors The Group faces 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. G. On 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. 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. Following the attack by Hamas on Israel’s southern border, Hezbollah in Lebanon also launched missile, rocket, drone and shooting attacks against Israeli military sites, troops and Israeli towns in northern Israel. In response to these attacks, the Israeli army has carried out a number of targeted strikes on sites belonging to Hezbollah in Lebanon and Syria. Recently, Iran has directly joined the hostilities against Israel by firing hundreds of drones, ballistic missiles and guided missiles to Israel causing further uncertainty in the region. While currently limited damage was registered in Israel from the Iranian attack, the situation is developing and could lead to additional wars and hostilities in the Middle East. It is possible that the hostilities with Hezbollah will escalate, and that other terrorist organizations, including Palestinian military organizations in the West Bank, as well as other hostile countries, will join the hostilities. Such hostilities may include terror and missile attacks. Certain of our consultants in Israel may be called up for reserve duty, in addition to employees of our service providers located in Israel, have been called, for service and such persons may be absent for an extended period of time. In the event that hostilities disrupt our ongoing operations, our ability to deliver or provide services in a timely manner to meet our contractual obligations towards customers and vendors could be materially and adversely affected. WORLD HEALTH ENERGY HOLDINGS, INC. NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS NOTE 1 – GENERAL (continue) The intensity and duration of Israel’s current war against Hamas is difficult to predict, as are such war’s economic implications on the Company’s business and operations and on Israel’s economy in general. These events may be intertwined with 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 operations. Since this is an event that is not under the control of the Company, and matters such as the fighting continuing or stopping may affect the Company’s assessments, 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2024 | |
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 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, 2024. However, these results are not necessarily indicative of results for any other interim period or for the year ended December 31, 2024. 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, 2023. 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. Use of Estimates The preparation of condensed interim 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. Recently Issued Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is intended to provide enhanced segment disclosures. The standard will require disclosures about significant segment expenses and other segment items and identifying the Chief Operating Decision Maker and how they use the reported segment profitability measures to assess segment performance and allocate resources. These enhanced disclosures are required for all entities on an interim and annual basis, even if they have only a single reportable segment. The standard is effective for years beginning after December 15, 2023 and interim periods within annual periods beginning after December 15, 2024, and early adoption is permitted. The Company does not believe that adoption of this ASU will have a material impact on the Company’s consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to provide enhancements to annual income tax disclosures. The standard will require more detailed information in the rate reconciliation table and for income taxes paid, among other enhancements. The standard is effective for years beginning after December 15, 2024, early adoption is permitted. The Company does not believe that adoption of this ASU will have a material impact on the Company’s consolidated financial statements. WORLD HEALTH ENERGY HOLDINGS, INC . NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
COMMON STOCK
COMMON STOCK | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
COMMON STOCK | NOTE 3 – COMMON STOCK a. In January and February 2024, the Company received subscription proceeds of $ 470,173 1,174,417,500 0.0004 |
STOCK OPTIONS
STOCK OPTIONS | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Outstanding at December 31,2023 36,602,000,000 0.001 Granted - - Exercised - - Forfeited or expired - - Outstanding at March 31,2024 36,602,000,000 0.001 Number of options exercisable at March 31, 2024 14,000,000,000 0.001 The aggregate intrinsic value of the awards outstanding as of March 31, 2024 is 3,660,200 0.0002 The stock options outstanding as of March 31, 2024, have been separated into exercise prices, as follows: SCHEDULE OF STOCK OPTIONS OUTSTANDING RANGE OF EXERCISE PRICE Exercise price Stock options Weighted average Stock options vested As of March 31, 2024 0.001 36,602,000,000 2.50 14,000,000,000 36,602,000,000 2.50 14,000,000,000 The stock options outstanding as of March 31, 2023, have been separated into exercise prices, as follows: Exercise price Stock options outstanding Weighted average 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 Compensation expense recorded by the Company in respect of its stock-based compensation awards for the three months ended March 31, 2024 and 2023 was $ 972,750 2,219,109 . As of March 31, 2024, the total share-based compensation costs not yet recognized related to unvested stock options was $ 3,315,588 1.39 WORLD HEALTH ENERGY HOLDINGS, INC . NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS |
RELATED PARTIES
RELATED PARTIES | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 5 – RELATED PARTIES SCHEDULE OF RELATED PARTY EXPENSES A. Transactions and balances with related parties 2024 2023 Three months ended March 31 2024 2023 (Unaudited) (Unaudited) General and administrative expenses: Salaries and fees to officers 396,199 806,943 (*) of which share based compensation 352,171 756,077 Research and development expenses: Salaries and fees to officers 49,191 77,811 (*) of which share based compensation 27,029 51,979 B. Balances with related parties and officers: 2024 2023 As of March 31, As of December 31, 2024 2023 (Unaudited) Other current assets 71,149 62,647 Other accounts liabilities 116,001 113,615 Liability for employee rights upon retirement 127,359 129,768 Long term loan from related party (*) 2,012,339 2,012,339 (*) Received from UCG by December 31, 2021. The loan bears no interest. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
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 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, 2024. However, these results are not necessarily indicative of results for any other interim period or for the year ended December 31, 2024. 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, 2023. |
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. |
Use of Estimates | Use of Estimates The preparation of condensed interim 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. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is intended to provide enhanced segment disclosures. The standard will require disclosures about significant segment expenses and other segment items and identifying the Chief Operating Decision Maker and how they use the reported segment profitability measures to assess segment performance and allocate resources. These enhanced disclosures are required for all entities on an interim and annual basis, even if they have only a single reportable segment. The standard is effective for years beginning after December 15, 2023 and interim periods within annual periods beginning after December 15, 2024, and early adoption is permitted. The Company does not believe that adoption of this ASU will have a material impact on the Company’s consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to provide enhancements to annual income tax disclosures. The standard will require more detailed information in the rate reconciliation table and for income taxes paid, among other enhancements. The standard is effective for years beginning after December 15, 2024, early adoption is permitted. The Company does not believe that adoption of this ASU will have a material impact on the Company’s consolidated financial statements. |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Outstanding at December 31,2023 36,602,000,000 0.001 Granted - - Exercised - - Forfeited or expired - - Outstanding at March 31,2024 36,602,000,000 0.001 Number of options exercisable at March 31, 2024 14,000,000,000 0.001 |
SCHEDULE OF STOCK OPTIONS OUTSTANDING RANGE OF EXERCISE PRICE | The stock options outstanding as of March 31, 2024, have been separated into exercise prices, as follows: SCHEDULE OF STOCK OPTIONS OUTSTANDING RANGE OF EXERCISE PRICE Exercise price Stock options Weighted average Stock options vested As of March 31, 2024 0.001 36,602,000,000 2.50 14,000,000,000 36,602,000,000 2.50 14,000,000,000 The stock options outstanding as of March 31, 2023, have been separated into exercise prices, as follows: Exercise price Stock options outstanding Weighted average 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 |
RELATED PARTIES (Tables)
RELATED PARTIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF RELATED PARTY EXPENSES | SCHEDULE OF RELATED PARTY EXPENSES A. Transactions and balances with related parties 2024 2023 Three months ended March 31 2024 2023 (Unaudited) (Unaudited) General and administrative expenses: Salaries and fees to officers 396,199 806,943 (*) of which share based compensation 352,171 756,077 Research and development expenses: Salaries and fees to officers 49,191 77,811 (*) of which share based compensation 27,029 51,979 B. Balances with related parties and officers: 2024 2023 As of March 31, As of December 31, 2024 2023 (Unaudited) Other current assets 71,149 62,647 Other accounts liabilities 116,001 113,615 Liability for employee rights upon retirement 127,359 129,768 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 | |||||||||||
May 17, 2023 | Oct. 25, 2022 | Jul. 13, 2022 | Mar. 22, 2022 | Dec. 03, 2021 | Apr. 27, 2020 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Nov. 01, 2022 | Oct. 07, 2021 | Dec. 31, 2020 | |
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 | |||||||||||
Shares issued, exercised | ||||||||||||
Stockholders' Equity, 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 20,000-to-1 and 60,000-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. | |||||||||||
Profit loss | $ 1,407,411 | 2,477,312 | ||||||||||
Net cash operating activities | 469,874 | $ 282,468 | ||||||||||
Cash and cash equivalent | 113,000 | |||||||||||
Accumulated deficit | 24,398,373 | $ 23,015,196 | ||||||||||
Investments | 3,000,000 | |||||||||||
Subscriptions receivable amount | 1,694,767 | |||||||||||
Common Stock [Member] | ||||||||||||
Number of shares issued | 1,640,000,000 | |||||||||||
Common stock, shares authorized | 750,000,000,000 | 110,000,000,000 | ||||||||||
Common stock par value | $ 0.00001 | $ 0.0007 | ||||||||||
Stock issued during period, value, new issues | $ 16,400 | |||||||||||
Profit loss | ||||||||||||
UCG, INC. [Member] | Common Stock [Member] | ||||||||||||
Stock issued during period, shares, conversion | 387,000,000,000 | |||||||||||
Series B Preferred Stock [Member] | UCG, INC. [Member] | ||||||||||||
Stock issued during period, shares, conversion | 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, ownership percentage | 40.67% | |||||||||||
Cross Mobile Investment Agreement [Member] | George Baumoehl [Member] | Cross Mobbnile [Member] | ||||||||||||
Equity method investment, ownership percentage | 3.33% | |||||||||||
Cross Mobile Investment Agreement [Member] | Common Stock [Member] | ||||||||||||
Common stock outstanding, rate | 26% | |||||||||||
Restricted number of shares issued | 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% | |||||||||||
Asset acquisition, percentage | 25% | |||||||||||
Shares issued, exercised | 10,000,000 | |||||||||||
Cross Mobile Investment Agreement [Member] | Common Stock [Member] | Cross Mobile [Member] | Minimum [Member] | ||||||||||||
Common stock outstanding, rate | 26% | |||||||||||
Cross Mobile Investment Agreement [Member] | Common Stock [Member] | Cross Mobile [Member] | Maximum [Member] | ||||||||||||
Common stock outstanding, rate | 51% | |||||||||||
Investment Agreement [Member] | Maximum [Member] | ||||||||||||
Investments | $ 3,000,000 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) | 3 Months Ended | |||
Feb. 29, 2024 | Jan. 31, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | |
Procceds from subscripition Receivable | $ 60,000 | |||
Share price | $ 0.0002 | |||
Mr Baumeohll [Member] | ||||
Procceds from subscripition Receivable | $ 470,173 | $ 470,173 | ||
Common stock shares, issued | 1,174,417,500 | 1,174,417,500 | ||
Share price | $ 0.0004 | $ 0.0004 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Number of Options, Outstanding Balance | shares | 36,602,000,000 |
Weighted Average Exercise Price, Outstanding Balance | $ / shares | $ 0.001 |
Number of Options, Granted | shares | |
Weighted Average Exercise Price, Granted | $ / shares | |
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 Balance | shares | 36,602,000,000 |
Weighted Average Exercise Price, Outstanding Balance | $ / shares | $ 0.001 |
Number of Options, Outstanding Ending exercisable | shares | 14,000,000,000 |
Weighted Average Exercise Price, Ending 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, 2024 | Mar. 31, 2023 | |
Offsetting Assets [Line Items] | ||
Stock options outstanding | 36,602,000,000 | 46,602,000,000 |
Weighted average remaining contractual life- years | 2 years 6 months | 3 years 6 months |
Stock options vested | 14,000,000,000 | 9,600,000,000 |
Exercise Price Range One [Member] | ||
Offsetting Assets [Line Items] | ||
Exercise price | $ 0.001 | $ 0.001 |
Stock options outstanding | 36,602,000,000 | 46,602,000,000 |
Weighted average remaining contractual life- years | 2 years 6 months | 3 years 6 months |
Stock options vested | 14,000,000,000 | 9,600,000,000 |
STOCK OPTIONS (Details Narrativ
STOCK OPTIONS (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Aggregate intrinsic value outstanding | $ 3,660,200 | |
Share price per share | $ 0.0002 | |
Stock-based compensation | $ 972,750 | $ 2,219,109 |
Unrecognized share based compensation | $ 3,315,588 | |
Unrecognized share based compensation, period | 1 year 4 months 20 days |
SCHEDULE OF RELATED PARTY EXPEN
SCHEDULE OF RELATED PARTY EXPENSES (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | ||
Related Party Transaction [Line Items] | ||||
Other Assets, Current | $ 191,322 | $ 148,749 | ||
Related Party [Member] | ||||
Related Party Transaction [Line Items] | ||||
Other Assets, Current | 71,149 | 62,647 | ||
Accounts Payable, Other, Current | 116,001 | 113,615 | ||
[custom:LiabilityForEmployeeRightsUponRetirement-0] | 127,359 | 129,768 | ||
Other Liabilities | [1] | 2,012,339 | $ 2,012,339 | |
General and Administrative Expense [Member] | ||||
Related Party Transaction [Line Items] | ||||
Balance with related parties | 396,199 | $ 806,943 | ||
General and Administrative Expense [Member] | Share-based Compensation [Member] | ||||
Related Party Transaction [Line Items] | ||||
Balance with related parties | [1] | 352,171 | 756,077 | |
Research and Development Expense [Member] | ||||
Related Party Transaction [Line Items] | ||||
Balance with related parties | 49,191 | 77,811 | ||
Research and Development Expense [Member] | Share-based Compensation [Member] | ||||
Related Party Transaction [Line Items] | ||||
Balance with related parties | [1] | $ 27,029 | $ 51,979 | |
[1]Received from UCG by December 31, 2021. The loan bears no interest. |