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Citrine Global (CTGL)

Cover

Cover - shares9 Months Ended
Sep. 30, 2021Nov. 15, 2021
Cover [Abstract]
Document Type10-Q
Amendment Flagfalse
Document Quarterly Reporttrue
Document Transition Reportfalse
Document Period End DateSep. 30,
2021
Document Fiscal Period FocusQ3
Document Fiscal Year Focus2021
Current Fiscal Year End Date--12-31
Entity File Number000-55680
Entity Registrant NameCITRINE
GLOBAL, CORP
Entity Central Index Key0001498067
Entity Tax Identification Number68-0080601
Entity Incorporation, State or Country CodeDE
Entity Address, Address Line One4
HaOgen Street
Entity Address, City or TownHerzelia
Entity Address, CountryIL
Entity Address, Postal Zip Code4655102
City Area Code972
Local Phone Number73 7600341
Entity Current Reporting StatusNo
Entity Interactive Data CurrentNo
Entity Filer CategoryNon-accelerated Filer
Entity Small Businesstrue
Entity Emerging Growth Companyfalse
Entity Shell Companyfalse
Entity Common Stock, Shares Outstanding942,568,006

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)Sep. 30, 2021Dec. 31, 2020
Current Assets
Cash and cash equivalents $ 684,302 $ 206,278
Prepaid share based payment to a service provider 1,736,534
Trading securities 521,615
Short-term loan measured at fair value 165,185
Other current assets90,266 19,414
Total Current assets774,568 2,649,026
Non-current assets
Investments valued under the measurement alternative450,000 450,000
Property and equipment, net4,051 5,502
Total non-current assets454,051 455,502
Total assets1,228,619 3,104,528
Current liabilities
Accounts payable and accrued expenses240,308 173,799
Accrued Compensation671,400 302,400
Fair value of a liability in connection with stock exchange agreement 71,722
Convertible component in convertible notes 381,147
Convertible notes 772,602
Share-based compensation liability871,699
Total current liabilities1,783,407 1,701,670
Non-current liabilities
Convertible notes (Note 4D)1,372,645
Total liabilities3,156,052 1,701,670
Stockholders’ equity (deficit)
Common stock, par value $0.0001 per share, 1,500,000,000 shares authorized at September 30, 2021 and December 31, 2020; 942,568,006 shares issued and outstanding at September 30, 2021 and December 31, 202094,256 94,256
Additional paid-in capital21,577,743 20,414,217
Stock to be issued44,468 30,000
Accumulated deficit(23,749,736)(19,241,451)
Accumulated other comprehensive income105,836 105,836
Total stockholders’ equity (deficit)(1,927,433)1,402,858
Total liabilities and stockholders’ equity (deficit) $ 1,228,619 $ 3,104,528

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / sharesSep. 30, 2021Dec. 31, 2020
Statement of Financial Position [Abstract]
Common Stock, par value $ 0.0001 $ 0.0001
Common Stock, shares authorized1,500,000,000 1,500,000,000
Common Stock, shares issued942,568,006 942,568,006
Common Stock, shares outstanding942,568,006 942,568,006

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($)3 Months Ended9 Months Ended
Sep. 30, 2021Sep. 30, 2020Sep. 30, 2021Sep. 30, 2020
Income Statement [Abstract]
Revenues $ 11,372
Cost of revenues 13,621
Gross loss (2,249)
Research and development expenses(57,564) (123,287)(17,586)
Marketing, general and administrative expenses(1,167,826)(1,058,335)(3,281,063)(2,815,282)
Gain from deconsolidation of a subsidiary 52,330
Operating loss(1,225,390)(1,058,335)(3,404,350)(2,782,787)
Financing income expenses, net:
Fair value adjustment of liability in connection with stock exchange agreement 5,951 (59,629)
Change in fair value of trading securities (49,809) (49,809)
Change in fair value of short-term loan measured at fair value 6,954 6,954
Expenses related to convertible loan terms(235,034)(35,251)(412,752)(35,251)
Loss from extinguishment in connection with convertible loan restructuring (Note 4B) (619,671)
Other financing income, net(88,755)(98,980)(71,512)(94,500)
Financing expenses, net(323,789)(171,135)(1,103,935)(232,235)
Net loss attributable to common stockholders $ (1,549,179) $ (1,229,470) $ (4,508,285) $ (3,015,022)
Loss per common stock (basic and diluted) $ (0.01)
Basic weighted average number of shares of common stock outstanding942,568,006 495,074,789 942,568,006 389,877,347
Comprehensive loss:
Net loss $ (1,549,179) $ (1,229,470) $ (4,508,285) $ (3,015,022)
Other comprehensive expense attributable to foreign currency translation (9,652)
Comprehensive loss $ (1,549,179) $ (1,229,470) $ (4,508,285) $ (3,024,674)

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Changes in Shareholders' Equity (Deficit) - USD ($)Redeemable Preferred Stock [Member]Preferred Stock [Member]Common Stock [Member]Additional Paid-in Capital [Member]Stock To Be Issued [Member]Retained Earnings [Member]Comprehensive Income [Member]Total
Beginning balance, value at Dec. 31, 2019 $ 300,000 $ 3,545 $ 10,042,496 $ 30,000 $ (10,602,292) $ 115,488 $ (410,763)
Balance, shares at Dec. 31, 201910,344,828 35,449,400
Conversion preferred stock to common stock $ (300,000) $ 1,034 298,966 300,000
Conversion preferred stock to common stock, shares(10,344,828)
Issuance of common stock and warrants $ 43,393 28,607 72,000
Issuance of common stock and warrants, shares433,927,587
Issuance of common stock for services $ 1,500 4,783,500 4,785,000
Issuance of common stock for services, shares15,000,000
Waiver of fee by related part 11,417 11,417
Other comprehensive income (9,652)(9,652)
Net loss for the period (688,749) (688,749)
Ending balance, value at Mar. 31, 2020 $ 49,472 15,164,986 30,000 (11,291,041)105,836 4,059,253
Balance, shares at Mar. 31, 2020 494,721,815
Beginning balance, value at Dec. 31, 2019 $ 300,000 $ 3,545 10,042,496 30,000 (10,602,292)115,488 (410,763)
Balance, shares at Dec. 31, 201910,344,828 35,449,400
Net loss for the period(3,015,022)
Ending balance, value at Sep. 30, 2020 $ 49,686 15,980,723 30,000 (13,617,314)105,836 2,548,931
Balance, shares at Sep. 30, 2020 496,865,285
Beginning balance, value at Mar. 31, 2020 $ 49,472 15,164,986 30,000 (11,291,041)105,836 4,059,253
Balance, shares at Mar. 31, 2020 494,721,815
Warrants issued in connection with convertible notes 301,665 301,665
Net loss for the period (1,096,803) (1,096,803)
Ending balance, value at Jun. 30, 2020 $ 49,472 15,466,651 30,000 (12,387,844)105,836 3,264,115
Balance, shares at Jun. 30, 2020 494,721,815
Issuance of common stock in exchange investment in marketable securities $ 214 514,072 514,286
Issuance of common stock in exchange investment in marketable securities, shares2,143,470
Net loss for the period (1,229,470) (1,229,470)
Ending balance, value at Sep. 30, 2020 $ 49,686 15,980,723 30,000 (13,617,314)105,836 2,548,931
Balance, shares at Sep. 30, 2020 496,865,285
Beginning balance, value at Dec. 31, 2020 $ 94,256 20,414,217 30,000 (19,241,451)105,836 1,402,858
Balance, shares at Dec. 31, 2020 942,568,006
Net loss for the period (2,100,414) (2,100,414)
Ending balance, value at Mar. 31, 2021 $ 94,256 20,414,217 30,000 (21,341,865)105,836 (697,556)
Balance, shares at Mar. 31, 2021 942,568,006
Beginning balance, value at Dec. 31, 2020 $ 94,256 20,414,217 30,000 (19,241,451)105,836 1,402,858
Balance, shares at Dec. 31, 2020 942,568,006
Net loss for the period(4,508,285)
Ending balance, value at Sep. 30, 2021 $ 94,256 21,577,743 44,468 (23,749,736)105,836 (1,927,433)
Balance, shares at Sep. 30, 2021 942,568,006
Beginning balance, value at Mar. 31, 2021 $ 94,256 20,414,217 30,000 (21,341,865)105,836 (697,556)
Balance, shares at Mar. 31, 2021 942,568,006
Warrants issued in connection with convertible notes 132,500 132,500
Modification of warrants in connection with convertible loan restructuring (Note 4B) 360,802 360,802
Net loss for the period (858,692) (858,692)
Ending balance, value at Jun. 30, 2021 $ 94,256 20,907,519 30,000 (22,200,557)105,836 (1,062,946)
Balance, shares at Jun. 30, 2021 942,568,006
Classification of embedded conversion feature from liability to equity (Note 4B) 670,224 670,224
Commitment for issuance of fixed number of ordinary shares 14,468 14,468
Net loss for the period (1,549,179) (1,549,179)
Ending balance, value at Sep. 30, 2021 $ 94,256 $ 21,577,743 $ 44,468 $ (23,749,736) $ 105,836 $ (1,927,433)
Balance, shares at Sep. 30, 2021 942,568,006

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows - USD ($)9 Months Ended
Sep. 30, 2021Sep. 30, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (4,508,285) $ (3,015,022)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization1,451 6,664
Finance expenses, net 2,026
Gain from deconsolidation of a subsidiary (52,330)
Change in fair value of convertible component in convertible notes176,052 35,251
Interest and change in fair value of short-term loan measured at fair value1,459 (6,954)
Prepaid Share based payment to a service provider 2,201,100
Expenses related to convertible loan terms236,700 95,857
Loss from extinguishment in connection with convertible loan restructuring (Note 4b)619,671
Inventory subject to refund 1,299
[custom:ShareBasedPaymentToAServiceProvider]
Share-based compensation liability871,699
Management fee waiver 11,417
Fair value adjustment of liability in connection with stock exchange agreement(57,254)59,629
Changes in fair value of marketable securities36,967 49,809
Loss from sale of marketable securities95,616
Changes in operating assets and liabilities:
Accounts receivable (5,714)
Prepaid share based payment to a service provider1,736,534
Net changes in operating leases (864)
Related parties (9,320)
Other current assets(70,851)(33,302)
Inventory 6,789
Deferred Revenue (4,998)
Accounts payable and accrued expenses438,523 45,254
Net cash used in operating activities(421,718)(613,409)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash outflow from deconsolidation of a subsidiary (Appendix A) (13,810)
Investment valued under the measurement alternative (450,000)
Repayment of short-term loan (145,000)
Proceeds from sale of trading securities389,032
Proceeds from repayments of short-term loan163,726
Net cash provided by (used in) investing activities552,758 (608,810)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related party loans 154,341
Proceeds from issuance of common stock, net 72,000
Commitment to issue shares to related parties 105,000
Proceeds from the issued convertible notes and warrants350,000 1,170,000
Net cash provided by financing activities350,000 1,501,341
Effect of exchange rates on cash and cash equivalents(3,016)(2,026)
Net increase in cash and cash equivalents478,024 277,096
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD206,278 17,636
CASH AND CASH EQUIVALENTS AT END OF PERIOD684,302 294,732
Non-cash transactions:
Conversion preferred stock to common stock 300,000
Classification of embedded conversion feature from liability to equity (see note 4D)670,224
Commitment for issuance of fixed number of ordinary shares14,468
Issuance of common stock in exchange investment in trade securities 514,286
Appendix A - Net cash outflow from deconsolidation of a subsidiary
Working capital (excluding cash and cash equivalents), net (217,111)
Long term assets 155,988
Long term liabilities (5,017)
Gain from deconsolidation of a subsidiary 52,330
Net cash outflow from deconsolidation of a subsidiary $ (13,810)

GENERAL

GENERAL9 Months Ended
Sep. 30, 2021
Accounting Policies [Abstract]
GENERALNOTE
1 - GENERAL Citrine
Global, Corp. (“Citrine Global” or the “Company”) was incorporated under the laws of the State of Delaware on
May 26, 2010. The Company’s common stock is traded in the United States on the OTCQB market under the ticker symbol “CTGL.” On
June 3, 2020 the Company established a wholly owned new Israeli subsidiary: CTGL – Citrine Global Israel Ltd, (the “Israeli
Subsidiary”). On
August 20, 2020, the Israeli Subsidiary, Beezz Home Technologies Ltd., and Golden Holdings Neto Ltd. incorporated Cannovation Center
Israel Ltd. Israeli Subsidiary holds 60 On
November 22, 2020, certain of the Company’s stockholders representing more than 50 50,000,000 1,550,000,000 1,500,000,000 On
July 13, 2021, the Ministry of Economy of the Israeli government recommended to the Israel Land Authority that it approve a grant of
11,687 square meters of industrial land in Yeruham, Israel for Cannovation Center Israel to build the Cannovation Center, to include
factories, laboratories, logistics and a distribution center for the medical cannabis, and botanicals industries. As noted, Citrine Global
owns 60% of the share capital of Cannovation Center Israel, through the Israeli Subsidiary. The grant was initially awarded on December
30, 2020 for 10,000 square meters of industrial land in Yeruham, Israel and was increased to 11,687 square meters on July 13, 2021. Cannovation
Center Israel is in process of receiving the required building permits and approvals to start the construction and is in process with
several financing entities in the area of real-estate financing. CITRINE
GLOBAL, CORP. NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) On
April 13, 2021, Citrine S A L Investment & Holding Ltd., (“Citrine S A L”) a major shareholder of the Company,
on behalf of itself and its affiliates and related parties, has furnished the Company with an irrevocable letter of obligation to financially
support the Company until June 30, 2022. On August 13, 2021, Citrine S A L Investment & Holding Ltd. extended this support through
December 30, 2022. See
also Notes 4C and 6A with additional cash proceeds to the Company. Based
on the Company’s current cash balances, and the irrevocable letter of obligation from Citrine S A L noted above, the Company
believes it has sufficient funds for its plans for the next twelve months from the issuance of these financial statements. As the Company
is embarking on its new activity as detailed herein, it is incurring losses. It cannot determine with reasonable certainty when and if
it will have sustainable profits.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION9 Months Ended
Sep. 30, 2021
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATIONNOTE
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 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 and nine months ended September 30, 2021. However, these results are not necessarily indicative
of results for any other interim period or for the year ended December 31, 2021. 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 Form
10-K for the year ended December 31, 2020. Principles
of Consolidation The
accompanying consolidated financial statements include the accounts of Citrine Global and its Israeli Subsidiary. All significant intercompany
balances and transactions have been eliminated in consolidation. Use
of Estimates The
preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements
and the reported amounts of expenses during the reporting periods. Significant estimates include share-based compensation liability
(see Note 3). Actual results could differ from those estimates. CITRINE
GLOBAL, CORP. NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF RESENTATION (cont.) Fair
value Fair
value of certain of the Company’s financial instruments including cash, accounts receivable, accounts payable, accrued expenses,
and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance
with Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosure,” which defines fair
value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures
about fair value measurements. Fair
value, as defined by ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants,
principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect
the risk of nonperformance, which includes, among other things, the Company’s credit risk. Valuation
techniques are generally classified into three categories: (i) the market approach; (ii) the income approach; and (iii) the cost approach.
The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the
characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value
under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value
hierarchy for inputs and resulting measurement as follows: Level
1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. Level
2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in
markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived
principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and Level
3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the
fair values. Fair
value measurements are required to be disclosed by the level within the fair value hierarchy in which the fair value measurements in
their entirety fall. Fair value measurements using significant unobservable inputs (in level 3 measurements) are subject to expanded
disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period
attributable to the following: (i) total gains or losses for the period (realized and unrealized), (ii) segregating those gains or losses
included in earnings, and (iii) a description of where those gains or losses included in earning are reported in the statement of operations. CITRINE
GLOBAL, CORP. NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF RESENTATION (cont.) Fair
value (cont.) As
of September 30, 2021, there are no financial assets or financial liabilities that are measured at fair value on a recurring basis.
The Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair
value hierarchy are as follows: SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS
Balance as of December 31, 2020
Level 1 Level 2 Level 3 Total
Trading securities - 521,615 - 521,615
Short-term loan measured at fair value - - 165,185 165,185
Total assets - 521,615 165,185 686,800
Liabilities:
Fair value of convertible component in convertible notes - - 381,147 381,147
Fair Value of forward option - - 71,722 71,722
Total liabilities - - 452,869 452,869 The
following table presents the changes in fair value of the level 3 liabilities and assets for the period ended September 30, 2021: SCHEDULE OF CHANGES IN FAIR VALUE OF LIABILITIES
Changes in Fair value
Assets:
Short term loan outstanding at December 31, 2020 165,185
Proceeds of short term loan (163,726 )
Interest and change in fair value of short-term loan measured at fair value (1,459 )
Short term loan outstanding at September 30, 2021 -
Liabilities:
Outstanding at December 31, 2020 452,869
Fair value of convertible component in additional convertible notes issued during the period 116,534
Classification of embedded conversion feature from liability to equity (670,224 )
Commitment for issuance of fixed number of ordinary shares (14,468 )
Changes in fair value 115,289
Outstanding at September 30, 2021 - CITRINE
GLOBAL, CORP. NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF RESENTATION (cont.) Conversion
feature See Note 4(c) with regard to the
loans to which the following conversion features were embedded derivatives. In
accordance with ASC 815-15-25, the conversion feature was considered embedded derivative instrument, and is to be recorded at its fair
value separately from the convertible notes, within current liabilities in the Company’s balance sheet. The conversion component
is then marked to market each reporting period with the resulting gains or losses shown in the statements of operations (See also Note
4B). The
fair value of the conversion feature (hereafter “Convertible Component”) was estimated using the Monte-Carlo simulation model
to compute the Convertible Component’s fair value. The assumptions used to perform the Monte-Carlo simulation model were consistent
with those utilized in the Company’s Black-Scholes valuation for stock options are detailed below: Loan
#1 (See Note 4B) that occurred on August 13, 2021: SCHEDULE
OF FAIR VALUE OF CONVERTIBLE FEATURE USING VALUATION ASSUMPTIONS
August 13, 2021 December 31, 2020
Expected volatility (%) 149.04 % 164.43 %
Risk-free interest rate (%) 0.05 % 0.1 %
Expected dividend yield 0.0 % 0.0 %
Contractual term (years) 0.34 0.95
Conversion price (* ) (* )
Underlying share price (U.S. dollars) 0.05 0.045
Convertible notes amount 1,312,194 1,275,204
Fair value of the conversion feature (U.S. dollars) 379,086 381,147
(*) the conversion price is 85% of the share price,
during the period of 5 days preceding the conversion date Loan
#2 (See Note 4C) that occurred on August 13, 2021:
August 13, 2021 June 24, 2021
Expected volatility (%) 151.48 % 156.8 %
Risk-free interest rate (%) 0.13 % 0.17 %
Expected dividend yield 0.0 % 0.0 %
Contractual term (years) 1.36 1.5
Conversion price (* ) (* )
Underlying share price (U.S. dollars) 0.05 0.3
Convertible notes amount 397,293 397,293
Fair value of the conversion feature (U.S. dollars) 115,086 116,534
(*) the conversion price is 85% of the share price,
during the period of 5 days preceding the conversion date. Recent
Accounting Pronouncements In
May 2021, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) 2021-04,
Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation— Stock Compensation
(Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815- 40): Issuer’s Accounting for
Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). The guidance is
effective for the Company on January 1, 2022. The Company is currently evaluating the impact of adopting these standards. In
August 2020, issued (“ASU”) No. 2020-06, Debt - Debt
with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity’s Own Equity (Subtopic 815-40):
Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. ASU 2020-06 will simplify the accounting for convertible
instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the
accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current
GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are
not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception
from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded
as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity
to reduce form-over-substance-based accounting conclusions. CITRINE
GLOBAL, CORP. NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF RESENTATION ASU
2020-06 will be effective for public companies for fiscal years beginning after December 15, 2023, including interim periods within those
fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods
within those fiscal years. The Company is currently evaluating the impact that the adoption of ASU 2020-06 will have on the Company’s
consolidated financial statement presentation or disclosures. Other
new pronouncements issued but not effective as of September 30, 2021 are not expected to have a material impact on the Company’s
consolidated financial statements.

STOCK OPTIONS

STOCK OPTIONS9 Months Ended
Sep. 30, 2021
Share-based Payment Arrangement [Abstract]
STOCK OPTIONSNOTE
3 – STOCK OPTIONS
A. On
August 15, 2021, the Company’s board of directors determined to increase the number of shares reserved for issuance under the
2018 Stock Incentive Plan to 90,000,000
shares of common stock thereunder
and recommended to the Company shareholders to approve the increase in the pool. The Board also determined to grant to each of Ilanit
Halperin and David Kretzmer, directors of the Company, a grant of options to purchase 9,425,680
shares of common stock, and
Doron Birger, a Company director, options to purchase 2,365,420
shares, in each case at per
share exercise price of $ 0.05
per share ,
provided, that such grant is subject to approval by the shareholders of the increase in the plan pool. The options vest over a two
year period, in eight (8) equal installments, with the first instalment vesting on the third month anniversary of each individual’s
start date and each further instalment on each subsequent third month anniversary, where the start date is, in the case of Ilanit
Halperin February 27, 2020, in the case of Doron Birger September 20, 2020 and in the case of David Kretzmer is March 1, 2021, subject
to such individual’s continued service with the Company. Since
this grant is subject to approval by the shareholders of the increase in the plan pool, as of September 30, 2021, the options are
recorded as a liability and changes each period will be recorded through the statement of income until the grant of date. The fair
value at September 30, 2021 was determined using the Black-Scholes pricing model, assuming a risk free rate of 0.98 %,
a volatility factor of 162.1 %,
dividend yields of 0 %
and an expected life of 5 years.
The Company estimated the fair value of the options at September 30, 2021 at $ 1,132,066 .
Total share based compensation expenses during the three months ended September 30, 2021 amounted to $ 871,699 . The
following table presents the Company’s stock option activity for employees and directors of the Company for the nine months
ended September 30, 2021: SCHEDULE OF STOCK OPTION ACTIVITY
Number of Options Weighted Average Exercise Price
Outstanding at December 31, 2020 46,762 0.0011
Granted - -
Exercised - -
Forfeited or expired - -
Outstanding at September 30, 2021 46,762 0.0011
Number of options exercisable at September 30, 2021 46,762 0.0011 The
aggregate intrinsic value of the awards outstanding as of September 30, 2021 is $ 106,084 0.055 CITRINE
GLOBAL, CORP. NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
B. On
March 5, 2020 and November 11, 2020, the Company issued 15,000,000
and 13,222,082
shares of Common Stock, respectively,
to its former legal counsel in exchange for its legal consulting services, which was provided until February 28, 2021. The
Company estimated the fair value of the shares issued based on the share price at the grant date at $ 9,003
thousand. The
Company recorded a share based compensation expense in the amount of 1,737

EVENTS DURING THE PERIOD

EVENTS DURING THE PERIOD9 Months Ended
Sep. 30, 2021
Events During Period
EVENTS DURING THE PERIODNOTE
4 – EVENTS DURING THE PERIOD
A. On
June 25, 2020, the Company and the Israeli Subsidiary entered into an agreement to grant Intelicanna Ltd. (“Intelicanna”)
New Israeli Shekel (“NIS”) 1
million in cash (approximately $ 290,000 )
in direct financing for working capital purposes. The financing will bear 6 %
annual interest, and Intelicanna will make additional payments equal to 6% of its gross revenues from the date the financing was
received and until the date Intelicanna’s aggregate gross revenues reach NIS 2
million (approximately $ 600
thousand).
If
the total of the 6% interest plus the additional payments would result in a return of less than 12% per year to the Company, the
interest would be increased to bring the total return to 12%. Every three months Intelicanna must pay the interest, and after 12
months, it must repay the capital, plus the total of the additional payments due, plus any outstanding interest, and it must pay
interest of 2% per month on any late payments, provided, however, that until the foregoing obligations are paid in full, Intelicanna
must pay 50% of its gross revenues to the Company upon receipt. If
Intelicanna does not pay all amounts due within 18 months, it shall, at the Company’s option, issue to the Company a number
of its shares equal to NIS 1.5
million (approximately $ 0.45
million ) divided by the lower
of (i) volume weighted average price (VWAP) of the three trading days prior to the lapse of the 18 months, and (ii) VWAP of the three
trading days prior to the signing of the financing agreement. The financing must be paid by the Company to Intelicanna within 30
days of signing the financing agreement, subject to completion of due diligence to the Company’s satisfaction and to Intelicanna
receiving a commercial growing license. On
July 9, 2020, the Company transferred to Intelicanna NIS 500,000 145,000 As
of September 30, 2021, Intelicanna repaid the full principal of the loan together with 12 46,000 14,000
B. On
April 12, 2021, the parties to the Convertible Note Purchase Agreement (the “CL Agreement”) amended the CL Agreement
to (i) change the annual interest on the Notes to nine percent, applicable from January 1, 2021, (ii) ensure that the Company shall
repay the loans at the time it consummates an investment in the amount of at least $ 5 0.10 The
Company concluded that the change in term does not constitute a trouble debt restructuring. Thereafter, the Company applied the guidance
in ASC 470-50, Modifications and Extinguishments. The accounting treatment is determined by whether terms of the new debt and original
debt are substantially different. CITRINE
GLOBAL, CORP. NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) The
new debt and the old debt are considered “substantially different” pursuant to ASC 470-50 when the present value of the cash
flows under the terms of the new debt instrument is at least 10% different from the present value of the remaining cash flows under the
terms of the original instrument (including the incremental fair value resulting from the change in the terms of the warrants held by
the lender). If the original and new debt instruments are substantially different, the original debt is derecognized and the new debt
should be initially recorded at fair value, with the difference recognized as an extinguishment gain or loss. Based on the analysis,
the Company concluded that the change in terms should be accounted for as an extinguishment. The
extinguishment resulted in a loss of $ 619,671
(including of $ 360,802
– change in the fair value
of the warrants which are considered transaction costs). The
fair value of the warrants immediately before the change were estimated using the Black-Scholes option pricing model. The assumptions
used to perform the calculations as of April 12, 2021 are detailed below: Fair
value of the warrants immediately before the change: SCHEDULE OF FAIR VALUE OF WARRANT USING ASSUMPTIONS
Fair value of the warrants A Warrant B Warrant
Expected volatility (%) 150.5 % 158.7 %
Risk-free interest rate (%) 0.04 % 0.08 %
Expected dividend yield 0.0 % 0.0 %
Contractual term (years) 0.18 1.18
Conversion price 0.26 0.31
Underlying share price (U.S. dollars) 0.07 0.07
Fair value (U.S. dollars) 3,030 120,822 Fair
value of the warrants immediately after the change:
Fair value of the warrants A Warrant B Warrant
Expected volatility (%) 158.7 % 158.7 %
Risk-free interest rate (%) 0.08 % 0.22 %
Expected dividend yield 0.0 % 0.0 %
Contractual term (years) 1.18 2.18
Conversion price 0.1 0.1
Underlying share price (U.S. dollars) 0.07 0.07
Fair value (U.S. dollars) 210,961 273,693
C. On
June 24, 2021, the Company received from Citrine 8 LP, a related entity, a convertible loan of $ 350,000
made under and pursuant to
the CL Agreement. Citrine agreed to honor a Draw Down Notice for, and advanced to the Company, $350,000, under the terms of the CL
Agreement. As provided for under the terms of the CL Agreement, Citrine 8 LP was also issued 10,500,105
A warrants and 10,500,105
B warrants for shares of common
stock, where the A warrants are exercisable beginning December 24, 2021 through December
24, 2023 and the B warrants,
in each case at a per share exercise price of $ 0.10 .
See Note 4D for the change in the loan that occurred in August 2021. CITRINE
GLOBAL, CORP. NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Convertible Component of the Loan The
fair value of the conversion feature (hereafter “Convertible Component”) was estimated using the Monte Carlo Simulation Model
to compute the Convertible Component’s fair value. The assumptions used to perform the Monte-Carlo simulation model on June
24, 2021 were consistent with those utilized in the Company’s Black-Scholes valuation for stock options are detailed below: SCHEDULE
OF FAIR VALUE OF WARRANT USING ASSUMPTIONS
June 24, 2021
Expected volatility (%) 156.8 %
Risk-free interest rate (%) 0.17 %
Expected dividend yield 0.0 %
Contractual term (years) 1.5
Conversion price (*)
Underlying share price (US dollars) 0.03
Convertible notes amount (US dollars) 397,293
Fair value of the conversion feature (US dollars) 116,534
(*) the conversion price is 85% of the share price,
during the period of 5 days preceding the conversion date. Warrants The
fair value of such warrants granted as part of the June 24 agreement was estimated at $ 404,063
using the Black-Scholes option-pricing
model and recorded as additional paid-in capital on the balance sheet. The
assumptions used on June 24, 2021 to perform the calculations are detailed below: SCHEDULE OF FAIR VALUE OF WARRANT USING ASSUMPTIONS
A Warrant B Warrant
Expected volatility (%) 156.8 % 156.8 %
Risk-free interest rate (%) 0.37 % 0.59 %
Expected dividend yield 0.0 % 0.0 %
Contractual term (years) 2.5 3.5
Conversion price 0.1 0.1
Underlying share price (U.S. dollars) 0.03 0.03
Fair value (U.S. dollars) 183,875 220,188 Fair Value Proportional Allocation
for the June 24 Loan The
fair value of the note was estimated at $ 307,898 .
The note is accounted for according to the effective interest method. Based
on the above, the fair value proportion allocation as of June 24, 2021 was as follows: SCHEDULE OF FAIR VALUE OF DEBT
June 24, 2021 (US dollars)
Conversion Component $ 116,534
Warrants 132,500
Convertible Notes 100,966
Total $ 350,000 CITRINE
GLOBAL, CORP. NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
D. On
August 13, 2021, the Company and Citrine 8 LP. Citrine High Tech 7 LP and Citrine 9 LP, the holders of $ 1,520,000
(i) Extension
of the maturity date on the Outstanding CL Notes to July 31, 2023 5
(ii) Amendment
of the conversion price on the Outstanding CL Notes to a fixed conversion price of $ 0.10
(iii) Confirming
the agreement of the holders of the Outstanding CL Notes to honor draw down notice for balance of remainder of the $1,800,000 originally
committed to under the CL Agreement (i.e., $280,000) through March 31, 2022. The
Company concluded that the change in term does not constitute a trouble debt restructuring. Thereafter, the Company applied the guidance
in ASC 470-50, Modifications and Extinguishments. The accounting treatment is determined by whether terms of the new debt and original
debt are substantially different. The
new debt and the old debt are considered “substantially different” pursuant to ASC 470-50 when the present value of the cash
flows under the terms of the new debt instrument is at least 10% different from the present value of the remaining cash flows under the
terms of the original instrument. Since
the present value of the cash flows under the terms of the new debt instrument is less than 10 percent different from the present
value of the remaining cash flows under the terms of the original instrument, the Company concluded that the change in terms should
be accounted for as a modification. A new effective interest rate was established based on the carrying value of the debt and the
revised cash flows. Following
the abovementioned amendment on August 13, 2021, the conversion component is qualifying for the scope exception under ASC 815-10-15-74(a).
In accordance with ASC 815-15-35-4, since the embedded conversion option in the convertible debt no longer meets the bifurcation criteria,
the fair value of the conversion component, in the amount of $ 670,224 CITRINE
GLOBAL, CORP. NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
E. Between
August 3 – 9, 2021, the Company sold to an unrelated third party in an off market transaction 619,589
ordinary shares of Intelicanna
Ltd., an Israeli medical cannabis company listed on the Tel Aviv Stock Exchange (“Intelicanna”), for aggregate gross
proceeds to the Company of 1,260,611
NIS (approximately $ 389,032
based on the current exchange
rate). Following the sale, the Company no longer holds any Intelicanna shares. As previously reported, the Company obtained the Intelicanna
shares in a share exchange agreement entered into with Intelicanna in September 2020. The Company’s decision to sell the Intelicanna
shares was taken, in part, to avoid being subject to the terms of the Investment Company Act of 1940.
F. On
August 9, 2021, through its 60
G. On
May 31, 2020, the Company entered into an agreement for future issuance of shares. The agreement for future issuance of shares provides
that a fall in a share price of a party, not exceeding 20 %,
measured six months after issuance of shares by both parties pursuant to a separate share exchange agreement, will be offset by the
issuance of additional shares to the other party to bring up to $ 500
thousand the total value of
the shares issued to the other party. On August 15, 2021, the Company’s board of directors determined that it is required to
issue to Intelicanna 535,867
shares of the Company’s
common stock and has authorized the issuance of such shares to Intelicanna.
H. On
August 15, 2021, the board determined
to award a bonus to the Company’s Chairperson of the Board, CEO, CFO, officers, directors and senior management equal to two
percent (2%) of any capital raise, subject to prior repayment of the outstanding convertible loans and so long as the payment thereof
would be from available funds and part of the Company’s operating budget for a minimum period of 18 months. In addition, the
Board agreed to a bonus Company’s Chairperson of the Board, CEO, CFO, officers, directors and senior management of 2% from
operating profits which will become payable upon the fulfillment of certain specified targets that the Board will establish,
subject to prior repayment of the outstanding convertible loans and so long as the payment thereof would be from available funds
and as part of the Company’s operating budget for a minimum period of 18 months.
I. On
August 15, 2021, the board of directors of Cannovation Center Israel determined to adjust the compensation of the Chairperson (and
interim Chief Executive Officer), Ora Elharar Soffer, to $10,000 per month, and that of the chief financial officer, Ilanit Halperin,
to $4,000 per month, and that of Ilan Ben Ishay and David Kretzmer, directors, to $2,000 per month, in each case retroactive to July
1, 2021. These amounts would be paid at such time as Cannovation Center shall become due and payable from, and such time as Cannovation
Center Israel shall have, available funds therefor and as part of the operating budget for a minimum period of 18 months. CITRINE
GLOBAL, CORP. NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

RELATED PARTIES

RELATED PARTIES9 Months Ended
Sep. 30, 2021
Related Party Transactions [Abstract]
RELATED PARTIESNOTE
5 – RELATED PARTIES
A. Transactions
and balances with related parties SCHEDULE OF TRANSACTIONS AND BALANCES WITH RELATED PARTIES
Nine months ended September 30
2021 2020
Research and development expenses:
Fees to officers $ 24,000 -
General and administrative expenses:
Directors compensation and fees to officers (*) $ 1,225,199 $ 216,000
(*) Share base compensation $ 871,699 -
B. Balances
with related parties:
As of As of
2021 2020
Convertible notes $ 1,372,645 $ 772,602
Accounts payable and accrued expenses $ 683,673 $ 312,173
C. Commencing
in February 2020, Ora Elharar Soffer, CEO and Chairperson of the Board, was entitled to a monthly fee of $ 20,000 an amount of $ 409,400
D. Commencing
in February 2020, Ilanit Halperin and Ilan Ben-Ishay, each a director, are each entitled to a monthly fee of $ 3,500 an amount of $ 69,000
E. Commencing
in May 2020, Ms. Halperin, CFO of the Company, was entitled to a monthly fee of an additional $ 3,500 ,
resulting in an aggregate monthly fee (from the February 2020 agreement in Note 5D) of $ 7,000 .
As of September, 30, 2021, an
amount of $ 132,000
representing
compensation earned by Ms. Halperin, was deferred until the Company consummates an investment of at least $1.8 million in the Company’s
securities.
F. Commencing
in March 2021, Adv. David Kretzmer, a director, is entitled to a monthly fee of $ 7,000 55,000 Adv. David Kretzmer, was deferred until the Company consummates an investment of at least $1.8 million in the Company’s securities.
G. On September 29, 2021, Citrine Global advanced to iBOT,
a related party, a loan of $ 50,000 12 month maturity date 12% lower
25%
G. See
also Notes 3A, 4H and 4I. CITRINE
GLOBAL, CORP. NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS9 Months Ended
Sep. 30, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTSNOTE
6 – SUBSEQUENT EVENTS
A. On
October 20, 2021, the Provisional Patent Application No: 63/257,673 for “PHARMACEUTICAL COMPOSITIONS AND METHODS
FOR THE TREATMENT OF SIDE-EFFECTS ASSOCIATED WITH THE USE OF CANNABIS, CANNABINOIDS AND RELATED PRODUCTS” was registered
at the US Patent and Trademark Office. The
patent application describes a special cannabis based formula to treat the side effects of cannabis use.
B. On
November, 2021, the Company, Cannovation Center Israel and CTGL – Citrine Global
Israel Ltd., on the one hand (collectively the “Citrine Global Group”), and iBOT,
on the other hand, entered into an Exclusive Strategic Collaboration and Alliance Agreement
(the “Exclusive Rights Agreement”) pursuant to which iBOT granted to the Citrine
Global Group, jointly and individually, exclusive world-wide rights, solely with
respect to the cannabis market , to
iBOT’s botanical formulas and nutritional supplements, ,
the development, manufacture, distribution and sale
C. In
October 2021, iBOT granted to Citrine Global Group, a pre-emption right to any equity or equity linked securities that iBOT proposes
to issue to an unrelated third party with aggregate gross proceeds to the Company exceeding $ 1 51%

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Policies)9 Months Ended
Sep. 30, 2021
Accounting Policies [Abstract]
Unaudited Interim Financial StatementsUnaudited
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 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 and nine months ended September 30, 2021. However, these results are not necessarily indicative
of results for any other interim period or for the year ended December 31, 2021. 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 Form
10-K for the year ended December 31, 2020.
Principles of ConsolidationPrinciples
of Consolidation The
accompanying consolidated financial statements include the accounts of Citrine Global and its Israeli Subsidiary. All significant intercompany
balances and transactions have been eliminated in consolidation.
Use of EstimatesUse
of Estimates The
preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements
and the reported amounts of expenses during the reporting periods. Significant estimates include share-based compensation liability
(see Note 3). Actual results could differ from those estimates. CITRINE
GLOBAL, CORP. NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF RESENTATION (cont.)
Fair valueFair
value Fair
value of certain of the Company’s financial instruments including cash, accounts receivable, accounts payable, accrued expenses,
and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance
with Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosure,” which defines fair
value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures
about fair value measurements. Fair
value, as defined by ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants,
principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect
the risk of nonperformance, which includes, among other things, the Company’s credit risk. Valuation
techniques are generally classified into three categories: (i) the market approach; (ii) the income approach; and (iii) the cost approach.
The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the
characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value
under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value
hierarchy for inputs and resulting measurement as follows: Level
1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. Level
2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in
markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived
principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and Level
3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the
fair values. Fair
value measurements are required to be disclosed by the level within the fair value hierarchy in which the fair value measurements in
their entirety fall. Fair value measurements using significant unobservable inputs (in level 3 measurements) are subject to expanded
disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period
attributable to the following: (i) total gains or losses for the period (realized and unrealized), (ii) segregating those gains or losses
included in earnings, and (iii) a description of where those gains or losses included in earning are reported in the statement of operations. CITRINE
GLOBAL, CORP. NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF RESENTATION (cont.) Fair
value (cont.) As
of September 30, 2021, there are no financial assets or financial liabilities that are measured at fair value on a recurring basis.
The Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair
value hierarchy are as follows: SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS
Balance as of December 31, 2020
Level 1 Level 2 Level 3 Total
Trading securities - 521,615 - 521,615
Short-term loan measured at fair value - - 165,185 165,185
Total assets - 521,615 165,185 686,800
Liabilities:
Fair value of convertible component in convertible notes - - 381,147 381,147
Fair Value of forward option - - 71,722 71,722
Total liabilities - - 452,869 452,869 The
following table presents the changes in fair value of the level 3 liabilities and assets for the period ended September 30, 2021: SCHEDULE OF CHANGES IN FAIR VALUE OF LIABILITIES
Changes in Fair value
Assets:
Short term loan outstanding at December 31, 2020 165,185
Proceeds of short term loan (163,726 )
Interest and change in fair value of short-term loan measured at fair value (1,459 )
Short term loan outstanding at September 30, 2021 -
Liabilities:
Outstanding at December 31, 2020 452,869
Fair value of convertible component in additional convertible notes issued during the period 116,534
Classification of embedded conversion feature from liability to equity (670,224 )
Commitment for issuance of fixed number of ordinary shares (14,468 )
Changes in fair value 115,289
Outstanding at September 30, 2021 - CITRINE
GLOBAL, CORP. NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF RESENTATION (cont.)
Conversion featureConversion
feature See Note 4(c) with regard to the
loans to which the following conversion features were embedded derivatives. In
accordance with ASC 815-15-25, the conversion feature was considered embedded derivative instrument, and is to be recorded at its fair
value separately from the convertible notes, within current liabilities in the Company’s balance sheet. The conversion component
is then marked to market each reporting period with the resulting gains or losses shown in the statements of operations (See also Note
4B). The
fair value of the conversion feature (hereafter “Convertible Component”) was estimated using the Monte-Carlo simulation model
to compute the Convertible Component’s fair value. The assumptions used to perform the Monte-Carlo simulation model were consistent
with those utilized in the Company’s Black-Scholes valuation for stock options are detailed below: Loan
#1 (See Note 4B) that occurred on August 13, 2021: SCHEDULE
OF FAIR VALUE OF CONVERTIBLE FEATURE USING VALUATION ASSUMPTIONS
August 13, 2021 December 31, 2020
Expected volatility (%) 149.04 % 164.43 %
Risk-free interest rate (%) 0.05 % 0.1 %
Expected dividend yield 0.0 % 0.0 %
Contractual term (years) 0.34 0.95
Conversion price (* ) (* )
Underlying share price (U.S. dollars) 0.05 0.045
Convertible notes amount 1,312,194 1,275,204
Fair value of the conversion feature (U.S. dollars) 379,086 381,147
(*) the conversion price is 85% of the share price,
during the period of 5 days preceding the conversion date Loan
#2 (See Note 4C) that occurred on August 13, 2021:
August 13, 2021 June 24, 2021
Expected volatility (%) 151.48 % 156.8 %
Risk-free interest rate (%) 0.13 % 0.17 %
Expected dividend yield 0.0 % 0.0 %
Contractual term (years) 1.36 1.5
Conversion price (* ) (* )
Underlying share price (U.S. dollars) 0.05 0.3
Convertible notes amount 397,293 397,293
Fair value of the conversion feature (U.S. dollars) 115,086 116,534
(*) the conversion price is 85% of the share price,
during the period of 5 days preceding the conversion date.
Recent Accounting PronouncementsRecent
Accounting Pronouncements In
May 2021, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) 2021-04,
Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation— Stock Compensation
(Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815- 40): Issuer’s Accounting for
Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). The guidance is
effective for the Company on January 1, 2022. The Company is currently evaluating the impact of adopting these standards. In
August 2020, issued (“ASU”) No. 2020-06, Debt - Debt
with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity’s Own Equity (Subtopic 815-40):
Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. ASU 2020-06 will simplify the accounting for convertible
instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the
accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current
GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are
not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception
from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded
as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity
to reduce form-over-substance-based accounting conclusions.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Tables)9 Months Ended
Sep. 30, 2021
Accounting Policies [Abstract]
SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASISAs
of September 30, 2021, there are no financial assets or financial liabilities that are measured at fair value on a recurring basis.
The Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair
value hierarchy are as follows: SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS
Balance as of December 31, 2020
Level 1 Level 2 Level 3 Total
Trading securities - 521,615 - 521,615
Short-term loan measured at fair value - - 165,185 165,185
Total assets - 521,615 165,185 686,800
Liabilities:
Fair value of convertible component in convertible notes - - 381,147 381,147
Fair Value of forward option - - 71,722 71,722
Total liabilities - - 452,869 452,869
SCHEDULE OF CHANGES IN FAIR VALUE OF LIABILITIESThe
following table presents the changes in fair value of the level 3 liabilities and assets for the period ended September 30, 2021: SCHEDULE OF CHANGES IN FAIR VALUE OF LIABILITIES
Changes in Fair value
Assets:
Short term loan outstanding at December 31, 2020 165,185
Proceeds of short term loan (163,726 )
Interest and change in fair value of short-term loan measured at fair value (1,459 )
Short term loan outstanding at September 30, 2021 -
Liabilities:
Outstanding at December 31, 2020 452,869
Fair value of convertible component in additional convertible notes issued during the period 116,534
Classification of embedded conversion feature from liability to equity (670,224 )
Commitment for issuance of fixed number of ordinary shares (14,468 )
Changes in fair value 115,289
Outstanding at September 30, 2021 -
SCHEDULE OF FAIR VALUE OF CONVERTIBLE FEATURE USING VALUATION ASSUMPTIONSThe
fair value of the conversion feature (hereafter “Convertible Component”) was estimated using the Monte-Carlo simulation model
to compute the Convertible Component’s fair value. The assumptions used to perform the Monte-Carlo simulation model were consistent
with those utilized in the Company’s Black-Scholes valuation for stock options are detailed below: Loan
#1 (See Note 4B) that occurred on August 13, 2021: SCHEDULE
OF FAIR VALUE OF CONVERTIBLE FEATURE USING VALUATION ASSUMPTIONS
August 13, 2021 December 31, 2020
Expected volatility (%) 149.04 % 164.43 %
Risk-free interest rate (%) 0.05 % 0.1 %
Expected dividend yield 0.0 % 0.0 %
Contractual term (years) 0.34 0.95
Conversion price (* ) (* )
Underlying share price (U.S. dollars) 0.05 0.045
Convertible notes amount 1,312,194 1,275,204
Fair value of the conversion feature (U.S. dollars) 379,086 381,147
(*) the conversion price is 85% of the share price,
during the period of 5 days preceding the conversion date Loan
#2 (See Note 4C) that occurred on August 13, 2021:
August 13, 2021 June 24, 2021
Expected volatility (%) 151.48 % 156.8 %
Risk-free interest rate (%) 0.13 % 0.17 %
Expected dividend yield 0.0 % 0.0 %
Contractual term (years) 1.36 1.5
Conversion price (* ) (* )
Underlying share price (U.S. dollars) 0.05 0.3
Convertible notes amount 397,293 397,293
Fair value of the conversion feature (U.S. dollars) 115,086 116,534
(*) the conversion price is 85% of the share price,
during the period of 5 days preceding the conversion date.

STOCK OPTIONS (Tables)

STOCK OPTIONS (Tables)9 Months Ended
Sep. 30, 2021
Share-based Payment Arrangement [Abstract]
SCHEDULE OF STOCK OPTION ACTIVITYThe
following table presents the Company’s stock option activity for employees and directors of the Company for the nine months
ended September 30, 2021: SCHEDULE OF STOCK OPTION ACTIVITY
Number of Options Weighted Average Exercise Price
Outstanding at December 31, 2020 46,762 0.0011
Granted - -
Exercised - -
Forfeited or expired - -
Outstanding at September 30, 2021 46,762 0.0011
Number of options exercisable at September 30, 2021 46,762 0.0011

EVENTS DURING THE PERIOD (Table

EVENTS DURING THE PERIOD (Tables)9 Months Ended
Sep. 30, 2021
SCHEDULE OF FAIR VALUE OF WARRANT USING ASSUMPTIONSFair
value of the warrants immediately before the change: SCHEDULE OF FAIR VALUE OF WARRANT USING ASSUMPTIONS
Fair value of the warrants A Warrant B Warrant
Expected volatility (%) 150.5 % 158.7 %
Risk-free interest rate (%) 0.04 % 0.08 %
Expected dividend yield 0.0 % 0.0 %
Contractual term (years) 0.18 1.18
Conversion price 0.26 0.31
Underlying share price (U.S. dollars) 0.07 0.07
Fair value (U.S. dollars) 3,030 120,822 Fair
value of the warrants immediately after the change:
Fair value of the warrants A Warrant B Warrant
Expected volatility (%) 158.7 % 158.7 %
Risk-free interest rate (%) 0.08 % 0.22 %
Expected dividend yield 0.0 % 0.0 %
Contractual term (years) 1.18 2.18
Conversion price 0.1 0.1
Underlying share price (U.S. dollars) 0.07 0.07
Fair value (U.S. dollars) 210,961 273,693
SCHEDULE OF FAIR VALUE OF WARRANT USING ASSUMPTIONSThe
fair value of the conversion feature (hereafter “Convertible Component”) was estimated using the Monte Carlo Simulation Model
to compute the Convertible Component’s fair value. The assumptions used to perform the Monte-Carlo simulation model on June
24, 2021 were consistent with those utilized in the Company’s Black-Scholes valuation for stock options are detailed below: SCHEDULE
OF FAIR VALUE OF WARRANT USING ASSUMPTIONS
June 24, 2021
Expected volatility (%) 156.8 %
Risk-free interest rate (%) 0.17 %
Expected dividend yield 0.0 %
Contractual term (years) 1.5
Conversion price (*)
Underlying share price (US dollars) 0.03
Convertible notes amount (US dollars) 397,293
Fair value of the conversion feature (US dollars) 116,534
(*) the conversion price is 85% of the share price,
during the period of 5 days preceding the conversion date.
SCHEDULE OF FAIR VALUE OF DEBTBased
on the above, the fair value proportion allocation as of June 24, 2021 was as follows: SCHEDULE OF FAIR VALUE OF DEBT
June 24, 2021 (US dollars)
Conversion Component $ 116,534
Warrants 132,500
Convertible Notes 100,966
Total $ 350,000
Citrine 8 L P [Member]
SCHEDULE OF FAIR VALUE OF WARRANT USING ASSUMPTIONSThe
assumptions used on June 24, 2021 to perform the calculations are detailed below: SCHEDULE OF FAIR VALUE OF WARRANT USING ASSUMPTIONS
A Warrant B Warrant
Expected volatility (%) 156.8 % 156.8 %
Risk-free interest rate (%) 0.37 % 0.59 %
Expected dividend yield 0.0 % 0.0 %
Contractual term (years) 2.5 3.5
Conversion price 0.1 0.1
Underlying share price (U.S. dollars) 0.03 0.03
Fair value (U.S. dollars) 183,875 220,188

RELATED PARTIES (Tables)

RELATED PARTIES (Tables)9 Months Ended
Sep. 30, 2021
Related Party Transactions [Abstract]
SCHEDULE OF TRANSACTIONS AND BALANCES WITH RELATED PARTIESSCHEDULE OF TRANSACTIONS AND BALANCES WITH RELATED PARTIES
Nine months ended September 30
2021 2020
Research and development expenses:
Fees to officers $ 24,000 -
General and administrative expenses:
Directors compensation and fees to officers (*) $ 1,225,199 $ 216,000
(*) Share base compensation $ 871,699 -
B. Balances
with related parties:
As of As of
2021 2020
Convertible notes $ 1,372,645 $ 772,602
Accounts payable and accrued expenses $ 683,673 $ 312,173

SCHEDULE OF FINANCIAL ASSETS AN

SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS (Details) - USD ($)Sep. 30, 2021Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets $ 1,228,619 $ 3,104,528
Total Liabilities $ 3,156,052 1,701,670
Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets686,800
Total Liabilities452,869
Fair Value, Recurring [Member] | Short-term loan [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets165,185
Fair Value, Recurring [Member] | Fair Value of Convertible Component in Convertible Notes [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Liabilities381,147
Fair Value, Recurring [Member] | Fair Value of Forward Option [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Liabilities71,722
Fair Value, Recurring [Member] | Trading Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets521,615
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets
Total Liabilities
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Short-term loan [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value of Convertible Component in Convertible Notes [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Liabilities
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value of Forward Option [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Liabilities
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Trading Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets521,615
Total Liabilities
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Short-term loan [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value of Convertible Component in Convertible Notes [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Liabilities
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value of Forward Option [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Liabilities
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Trading Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets521,615
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets165,185
Total Liabilities452,869
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Short-term loan [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets165,185
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value of Convertible Component in Convertible Notes [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Liabilities381,147
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value of Forward Option [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Liabilities71,722
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Trading Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets

SCHEDULE OF CHANGES IN FAIR VAL

SCHEDULE OF CHANGES IN FAIR VALUE OF LIABILITIES (Details) - USD ($)Aug. 13, 2021Sep. 30, 2021
Accounting Policies [Abstract]
Short term loan outstanding at December 31, 2020 $ 165,185
Proceeds of short term loan(163,726)
Interest and change in fair value of short-term loan measured at fair value(1,459)
Short term loan outstanding at September 30, 2021
Outstanding at December 31, 2020452,869
Fair value of convertible component in additional convertible notes issued during the period116,534
Classification of embedded conversion feature from liability to equity $ (670,224)(670,224)
Commitment for issuance of fixed number of ordinary shares(14,468)
Changes in fair value115,289
Outstanding at September 30, 2021

SCHEDULE OF FAIR VALUE OF CONVE

SCHEDULE OF FAIR VALUE OF CONVERTIBLE FEATURE USING VALUATION ASSUMPTIONS (Details) - USD ($)Aug. 13, 2021Jun. 24, 2021Sep. 30, 2021Dec. 31, 2020
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items]
Risk-free interest rate (%)0.98%
Expected dividend yield0.00%
Contractual term (years)5 years
Convertible notes amount $ 1,372,645 $ 772,602
Fair value of the conversion feature (U.S. dollars) $ 1,132,066
Expected volatility (%)162.10%
Loan #1 [Member]
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items]
Expected volatility (%)149.04%164.43%
Risk-free interest rate (%)0.05%0.10%
Expected dividend yield0.00%0.00%
Contractual term (years)4 months 2 days11 months 12 days
Underlying share price (U.S. dollars) $ 0.05 $ 0.045
Convertible notes amount $ 1,312,194 $ 1,275,204
Fair value of the conversion feature (U.S. dollars) $ 379,086 $ 381,147
Loan #2 [Member]
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items]
Risk-free interest rate (%)0.13%0.17%
Expected dividend yield0.00%
Contractual term (years)1 year 4 months 9 days1 year 6 months
Underlying share price (U.S. dollars) $ 0.05 $ 0.3
Convertible notes amount $ 397,293 $ 397,293
Fair value of the conversion feature (U.S. dollars) $ 115,086 $ 116,534
Expected volatility (%)151.48%156.80%

GENERAL (Details Narrative)

GENERAL (Details Narrative) - sharesJul. 13, 2021Nov. 22, 2020Aug. 20, 2020
Property, Plant and Equipment [Line Items]
Description of reverse stock splitOn
November 22, 2020, certain of the Company’s stockholders representing more than 50% of the Company’s outstanding share capital
(the “Majority Consenting Stockholders”) approved an amendment to the Company’s Certificate of Incorporation (the “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 40-to-1 and 100-to-1 (the “Reverse Stock Split”).
Equity investment percentage50.00%
Preferred stock shares undesignated50,000,000
Land transaction descriptionthe Ministry of Economy of the Israeli government recommended to the Israel Land Authority that it approve a grant of
11,687 square meters of industrial land in Yeruham, Israel for Cannovation Center Israel to build the Cannovation Center, to include
factories, laboratories, logistics and a distribution center for the medical cannabis, and botanicals industries. As noted, Citrine Global
owns 60% of the share capital of Cannovation Center Israel, through the Israeli Subsidiary. The grant was initially awarded on December
30, 2020 for 10,000 square meters of industrial land in Yeruham, Israel and was increased to 11,687 square meters on July 13, 2021. Cannovation
Center Israel is in process of receiving the required building permits and approvals to start the construction and is in process with
several financing entities in the area of real-estate financing.
Maximum [Member]
Property, Plant and Equipment [Line Items]
Capital stock shares issued1,550,000,000
Minimum [Member]
Property, Plant and Equipment [Line Items]
Capital stock shares issued1,500,000,000
The Cannovation Center [Member]
Property, Plant and Equipment [Line Items]
Percentage of shares hold by certain shareholders60.00%

SCHEDULE OF STOCK OPTION ACTIVI

SCHEDULE OF STOCK OPTION ACTIVITY (Details) - $ / shares9 Months Ended
Sep. 30, 2021Sep. 30, 2020
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Number of Options, Granted9,003,000
Employees and Directors [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Number of Options outstanding, beginning balance46,762
Weighted Average Exercise Price outstanding, beginning balance $ 0.0011
Number of Options, Granted
Weighted Average Exercise Price, Granted
Number of Options, Exercised
Weighted Average Exercise Price, Exercised
Number of Options, Forfeited or expired
Weighted Average Exercise Price, Forfeited or expired
Number of Options, outstanding, ending balance46,762
Weighted Average Exercise Price, ending balance $ 0.0011
Options exercisable, ending balance46,762
Weighted Average Exercise Price, Options exercisable, ending balance $ 0.0011

STOCK OPTIONS (Details Narrativ

STOCK OPTIONS (Details Narrative) - USD ($)Aug. 15, 2021Nov. 11, 2020Mar. 05, 2020Sep. 30, 2021Mar. 31, 2021Sep. 30, 2021Sep. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased $ 0.05
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate0.98%
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionExpectedVolatilityRate]162.10%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate0.00%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term5 years
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value $ 1,132,066
Share based compensation expense $ 871,699 $ 1,737,000 $ 2,201,100
Intrinsic value of awards outstanding $ 106,084 $ 106,084
Intrinsic value stock price per share $ 0.055 $ 0.055
Stock Issued During Period, Shares, Issued for Services13,222,082 15,000,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross9,003,000
David Kretzmer [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Shares Purchased for Award9,425,680
Doron Birger [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Shares Purchased for Award2,365,420
Two Thousand Eighteen Stock Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance90,000,000

SCHEDULE OF FAIR VALUE OF WARRA

SCHEDULE OF FAIR VALUE OF WARRANT USING ASSUMPTIONS (Details)1 Months Ended9 Months Ended
Jun. 24, 2021USD ($)$ / sharesSep. 30, 2021USD ($)$ / shares
Risk-free interest rate (%)0.98%
Expected dividend yield0.00%
Contractual term (years)5 years
Fair value (U.S. dollars) | $ $ 1,132,066
Convertible notes amount (US dollars) | $ $ 350,000
Fair value of the conversion feature (US dollars) | $ $ 307,898
Monte Carlo Simulation Model [Member]
Contractual term (years)1 year 6 months
Convertible notes amount (US dollars) | $ $ 397,293
Fair value of the conversion feature (US dollars) | $ $ 116,534
Monte Carlo Simulation Model [Member] | Measurement Input, Option Volatility [Member]
Underlying share price (US dollars)1.568
Monte Carlo Simulation Model [Member] | Measurement Input, Risk Free Interest Rate [Member]
Underlying share price (US dollars)0.0017
Monte Carlo Simulation Model [Member] | Measurement Input, Expected Dividend Rate [Member]
Underlying share price (US dollars)0
Monte Carlo Simulation Model [Member] | Measurement Input, Share Price [Member]
Underlying share price (US dollars)0.03
A Warrant [Member] | Citrine 8 L P [Member]
Expected volatility (%)156.80%
Risk-free interest rate (%)0.37%
Expected dividend yield0.00%
Contractual term (years)2 years 6 months
Conversion price $ 0.1
Underlying share price (U.S. dollars) $ 0.03
Fair value (U.S. dollars) | $ $ 183,875
B Warrant [Member] | Citrine 8 L P [Member]
Expected volatility (%)156.80%
Risk-free interest rate (%)0.59%
Expected dividend yield0.00%
Contractual term (years)3 years 6 months
Conversion price $ 0.1
Underlying share price (U.S. dollars) $ 0.03
Fair value (U.S. dollars) | $ $ 220,188
Before the Change [Member] | A Warrant [Member]
Expected volatility (%)150.50%
Risk-free interest rate (%)0.04%
Expected dividend yield0.00%
Contractual term (years)2 months 4 days
Conversion price $ 0.26
Underlying share price (U.S. dollars) $ 0.07
Fair value (U.S. dollars) | $ $ 3,030
Before the Change [Member] | B Warrant [Member]
Expected volatility (%)158.70%
Risk-free interest rate (%)0.08%
Expected dividend yield0.00%
Contractual term (years)1 year 2 months 4 days
Conversion price $ 0.31
Underlying share price (U.S. dollars) $ 0.07
Fair value (U.S. dollars) | $ $ 120,822
After the Change [Member] | A Warrant [Member]
Expected volatility (%)158.70%
Risk-free interest rate (%)0.08%
Expected dividend yield0.00%
Contractual term (years)1 year 2 months 4 days
Conversion price $ 0.1
Underlying share price (U.S. dollars) $ 0.07
Fair value (U.S. dollars) | $ $ 210,961
After the Change [Member] | B Warrant [Member]
Expected volatility (%)158.70%
Risk-free interest rate (%)0.22%
Expected dividend yield0.00%
Contractual term (years)2 years 2 months 4 days
Conversion price $ 0.1
Underlying share price (U.S. dollars) $ 0.07
Fair value (U.S. dollars) | $ $ 273,693

SCHEDULE OF FAIR VALUE OF DEBT

SCHEDULE OF FAIR VALUE OF DEBT (Details)Jun. 24, 2021USD ($)
Short-term Debt [Line Items]
Fair value of debt $ 350,000
Conversion Component [Member]
Short-term Debt [Line Items]
Fair value of debt116,534
Warrants [Member]
Short-term Debt [Line Items]
Fair value of debt132,500
Convertible Notes [Member]
Short-term Debt [Line Items]
Fair value of debt $ 100,966

EVENTS DURING THE PERIOD (Detai

EVENTS DURING THE PERIOD (Details Narrative)Aug. 15, 2021sharesAug. 13, 2021USD ($)$ / sharesAug. 09, 2021USD ($)sharesJun. 24, 2021USD ($)$ / sharessharesMay 31, 2021USD ($)Apr. 12, 2021USD ($)$ / sharesJul. 09, 2020USD ($)Jul. 09, 2020ILS (₪)Jun. 25, 2020USD ($)Jun. 25, 2020ILS (₪)Sep. 30, 2021USD ($)Sep. 30, 2020USD ($)Sep. 30, 2021USD ($)Sep. 30, 2021ILS (₪)Sep. 30, 2020USD ($)Nov. 22, 2020May 31, 2020
Gross Profit $ (2,249)
Gain (Loss) on Extinguishment of Debt (619,671)
Fair Value Adjustment of Warrants404,063
Convertible Debt, Fair Value Disclosures $ 307,898
Conversion price $ 670,224 $ 670,224
Ownership percentage50.00%
[custom:AwardBonusPercentageDescription]the board determined
to award a bonus to the Company’s Chairperson of the Board, CEO, CFO, officers, directors and senior management equal to two
percent (2%) of any capital raise, subject to prior repayment of the outstanding convertible loans and so long as the payment thereof
would be from available funds and part of the Company’s operating budget for a minimum period of 18 months. In addition, the
Board agreed to a bonus Company’s Chairperson of the Board, CEO, CFO, officers, directors and senior management of 2% from
operating profits which will become payable upon the fulfillment of certain specified targets that the Board will establish,
subject to prior repayment of the outstanding convertible loans and so long as the payment thereof would be from available funds
and as part of the Company’s operating budget for a minimum period of 18 months.
Board of Directors [Member]
Compensation descriptionthe board of directors of Cannovation Center Israel determined to adjust the compensation of the Chairperson (and
interim Chief Executive Officer), Ora Elharar Soffer, to $10,000 per month, and that of the chief financial officer, Ilanit Halperin,
to $4,000 per month, and that of Ilan Ben Ishay and David Kretzmer, directors, to $2,000 per month, in each case retroactive to July
1, 2021. These amounts would be paid at such time as Cannovation Center shall become due and payable from, and such time as Cannovation
Center Israel shall have, available funds therefor and as part of the operating budget for a minimum period of 18 months.
Intelicanna Ltd. [Member]
Debt instrument started percentage12.00%12.00%12.00%
Common stock issued shares value $ 500,000 $ 145,000 ₪ 500,000
Repaid loan amount $ 14,000 ₪ 46,000
Stock Issued During Period, Shares, New Issues | shares535,867
Agreement [Member]
Debt instrument started percentage20.00%
Agreement [Member] | Intelicanna Ltd. [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value $ 290,000 ₪ 1,000,000
Debt instrument started percentage6.00%6.00%
Gross Profit | ₪ ₪ 2,000,000
Debt descriptionIf
the total of the 6% interest plus the additional payments would result in a return of less than 12% per year to the Company, the
interest would be increased to bring the total return to 12%. Every three months Intelicanna must pay the interest, and after 12
months, it must repay the capital, plus the total of the additional payments due, plus any outstanding interest, and it must pay
interest of 2% per month on any late payments, provided, however, that until the foregoing obligations are paid in full, Intelicanna
must pay 50% of its gross revenues to the Company upon receipt.
If
the total of the 6% interest plus the additional payments would result in a return of less than 12% per year to the Company, the
interest would be increased to bring the total return to 12%. Every three months Intelicanna must pay the interest, and after 12
months, it must repay the capital, plus the total of the additional payments due, plus any outstanding interest, and it must pay
interest of 2% per month on any late payments, provided, however, that until the foregoing obligations are paid in full, Intelicanna
must pay 50% of its gross revenues to the Company upon receipt.
Common stock issued shares value $ 450,000 ₪ 1,500,000
Agreements [Member] | Intelicanna Ltd. [Member]
Gross Profit $ 600,000
CL Agreement [Member]
Debt descriptionthe holders of the Outstanding CL Notes to honor draw down notice for balance of remainder of the $1,800,000 originally
committed to under the CL Agreement (i.e., $280,000) through March 31, 2022.
Proceeds from investment $ 5,000,000
Gain (Loss) on Extinguishment of Debt619,671
Related Party Costs $ 360,802
Principal amount $ 1,520,000
Debt maturity dateJul. 31,
2023
Conversion price per share | $ / shares $ 0.10
CL Agreement [Member] | Minimum [Member]
Proceeds from investment $ 5,000,000
CL Agreement [Member] | A Warrant [Member]
Warrant exercise price | $ / shares $ 0.10
CL Agreement [Member] | B Warrant [Member]
Warrant exercise price | $ / shares $ 0.10
Citrine Global Israel Ltd. [Member] | Services Agreement [Member]
[custom:DescriptionOnAgreementTerms]On
June 25, 2020, the Company and the Israeli Subsidiary entered into an agreement to grant Intelicanna Ltd. (“Intelicanna”)
New Israeli Shekel (“NIS”)
On
June 25, 2020, the Company and the Israeli Subsidiary entered into an agreement to grant Intelicanna Ltd. (“Intelicanna”)
New Israeli Shekel (“NIS”)
Citrine 8 L P [Member]
Proceeds from Loans $ 350,000
Citrine 8 L P [Member] | A Warrant [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares10,500,105
Citrine 8 L P [Member] | B Warrant [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares10,500,105
Citrine 8 L P [Member] | Warrant [Member]
Warrant exercise price | $ / shares $ 0.10
Warrants and Rights Outstanding, Maturity DateDec. 24,
2023
Intelicanna Ltd. [Member]
Sale of Stock, Number of Shares Issued in Transaction | shares619,589
[custom:AggregateGrossproceedsOfOrdinaryShares] | shares1,260,611
Sale of Stock, Consideration Received on Transaction $ 389,032
iBOT Israel Botanicals Ltd [Member]
Ownership percentage60.00%

SCHEDULE OF TRANSACTIONS AND BA

SCHEDULE OF TRANSACTIONS AND BALANCES WITH RELATED PARTIES (Details) - USD ($)3 Months Ended9 Months Ended
Sep. 30, 2021Mar. 31, 2021Sep. 30, 2021Sep. 30, 2020Dec. 31, 2020
Share base compensation $ 871,699 $ 1,737,000 $ 2,201,100
Convertible notes1,372,645 1,372,645 $ 772,602
Accounts Payable and Accrued Liabilities $ 683,673 683,673 $ 312,173
Research and Development Expense [Member]
Fees to officers24,000
General and Administrative Expense [Member]
Directors compensation and fees to officers1,225,199 216,000
Share base compensation $ 871,699

RELATED PARTIES (Details Narrat

RELATED PARTIES (Details Narrative) - USD ($)1 Months Ended9 Months Ended
Sep. 29, 2021Sep. 30, 2021Mar. 31, 2021May 31, 2020Feb. 29, 2020
I B O T [Member]
Related Party Transaction [Line Items]
Advances to a reated party $ 50,000
Maturity date description12 month maturity date
Debt instrument interest rate12.00%
Debt discount25.00%
Ora Elharar Soffer [Member]
Related Party Transaction [Line Items]
Advances to a reated party $ 20,000
Equity method investment. descriptionan amount of $409,400, representing
compensation earned by Ms. Elharar Soffer, was deferred until the Company consummates an investment of at least $1.8 million in the
Company’s securities.
Compensation earned $ 409,400
Ilanit Halperin [Member]
Related Party Transaction [Line Items]
Advances to a reated party $ 3,500
Ilanit Halperin Ilan BenIshay [Member]
Related Party Transaction [Line Items]
Equity method investment. descriptionan amount of $69,000 representing
compensation earned by Mr. Ben-Ishay, was deferred until the Company consummates an investment of at least $1.8 million in the Company’s
securities.
Compensation earned $ 69,000
Ms. Halperin [Member]
Related Party Transaction [Line Items]
Advances to a reated party $ 7,000
Equity method investment. descriptionrepresenting
compensation earned by Ms. Halperin, was deferred until the Company consummates an investment of at least $1.8 million in the Company’s
securities.
Compensation earned $ 132,000
[custom:DueFromRelatedParty-0] $ 3,500
David Kretzmer [Member]
Related Party Transaction [Line Items]
Advances to a reated party $ 7,000
Equity method investment. descriptionAdv. David Kretzmer, was deferred until the Company consummates an investment of at least $1.8 million in the Company’s securities.
Compensation earned $ 55,000

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] $ in Millions1 Months Ended
Oct. 31, 2021USD ($)
Subsequent Event [Line Items]
Gross proceeds $ 1
Purchase Issuance Percentage51.00%