Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Apr. 10, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | WORLD HEALTH ENERGY HOLDINGS, INC. | ||
Entity Central Index Key | 0000943535 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2,600,000 | ||
Entity Common Stock, Shares Outstanding | 89,789,407,996 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash and cash equivalents | $ 359,949 | $ 359,461 |
Accounts receivable, net | 5,086 | 6,448 |
Other current assets (Note 3) | 42,178 | 213,012 |
Total Current assets | 407,213 | 578,921 |
Right Of Use asset arising from operating lease | 24,034 | |
Long term loans and prepaid expenses (Note 6) | 24,883 | |
Property and Equipment, Net (Note 4) | 26,054 | 17,225 |
Total assets | 458,150 | 620,180 |
Current Liabilities | ||
Accounts payable | 26,284 | 31,369 |
Other account liabilities (Note 5) | 496,874 | 73,477 |
Total current liabilities | 523,158 | 104,846 |
Liability for employee rights upon retirement | 104,850 | 41,846 |
Long term loan from parent company | 1,812,704 | 1,102,799 |
Total liabilities | 2,440,712 | 1,249,491 |
Stockholders' Deficit | ||
Preferred stock, value | 3,500 | |
Common stock, par $0.0007, 110,000,000,000 shares authorized, 89,789,407,996 and 0 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively. | 62,852,585 | |
Additional paid-in capital | (63,339,224) | (2,681) |
Foreign currency translation adjustments | (5,495) | (5,495) |
Accumulated deficit | (1,496,637) | (623,844) |
Total stockholders' deficit | (1,982,562) | (629,311) |
Total liabilities and stockholders' deficit | 458,150 | 620,180 |
Series B Convertible Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred stock, value | $ 2,709 | $ 2,709 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
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 |
Common stock, par value | $ 0.0007 | $ 0.0007 |
Common stock, shares authorized | 110,000,000,000 | 110,000,000,000 |
Common stock, shares issued | 89,789,407,996 | 0 |
Common stock, shares outstanding | 89,789,407,996 | 0 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0007 | $ 0.0007 |
Preferred stock, shares authorized | 3,870,000 | 3,870,000 |
Preferred stock, shares issued | 3,870,000 | 0 |
Preferred stock, shares outstanding | 3,870,000 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Revenues | $ 98,159 | $ 103,955 |
Research and development expenses (Note 8) | (489,210) | (263,534) |
General and administrative expenses (Note 9) | (523,663) | (226,537) |
Operating loss | (914,714) | (386,116) |
Financing income (expenses), net | 41,921 | (27,810) |
Net loss | (872,793) | (413,926) |
Other comprehensive loss - Foreign currency loss | (11,585) | |
Comprehensive loss | $ (872,793) | $ (425,511) |
Loss per common stock (basic and diluted) | $ 0 | $ 0 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Deficit - USD ($) | Preferred Stock [Member] | Preferred Stock B [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Foreign Currency Translation Adjustments [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2018 | $ 2,709 | $ (2,681) | $ 6,090 | $ (209,918) | $ (203,800) | ||
Balance, shares at Dec. 31, 2018 | 3,870,000 | ||||||
Foreign currency translation adjustments | (11,585) | (11,585) | |||||
Net loss for the period | (413,926) | (413,926) | |||||
Balance at Dec. 31, 2019 | $ 2,709 | (2,681) | (5,495) | (623,844) | (629,311) | ||
Balance, shares at Dec. 31, 2019 | 3,870,000 | ||||||
Foreign currency translation adjustments | |||||||
Effect of Reverse Capitalization (Note 1 B) | $ 3,500 | $ 62,852,585 | (63,336,543) | (480,458) | |||
Effect of Reverse Capitalization (Note 1 B), shares | 5,000,000 | 89,789,407,996 | |||||
Net loss for the period | (872,793) | (872,793) | |||||
Balance at Dec. 31, 2020 | $ 3,500 | $ 2,709 | $ 62,852,585 | $ (63,339,224) | $ (5,495) | $ (1,496,637) | $ (1,982,562) |
Balance, shares at Dec. 31, 2020 | 5,000,000 | 3,870,000 | 89,789,407,996 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss for the period | $ (872,793) | $ (413,926) |
Adjustments required to reconcile net loss for the period to net cash used in operating activities: | ||
Depreciation and amortization | 39,437 | 38,706 |
Increase in liability for employee rights upon retirement | 63,004 | 22,937 |
Decrease in accounts receivable | 1,361 | 4,778 |
Decrease (increase) in other current assets | (5,970) | (9,876) |
Increase (decrease) in accounts payable | (5,085) | 23,656 |
Increase in other accounts liabilities | 130,482 | 15,462 |
Net cash used in operating activities | (649,564) | (318,263) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Loans granted to related parties | (232,175) | (80,224) |
Increase in other long term prepaid expenses | (24,883) | |
Purchase of property and equipment | (24,232) | (1,444) |
Net cash used in investing activities | (281,290) | (81,668) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments of lease liability | (29,173) | (27,919) |
Loan received from parent company | 960,515 | 766,118 |
Net cash provided by financing activities | 931,342 | 738,199 |
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS | (1,956) | |
INCREASE IN CASH AND CASH EQUIVALENTS | 488 | 336,312 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 359,461 | 23,149 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 359,949 | 359,461 |
Non cash transaction: | ||
Debt set off | $ 250,609 |
General
General | 12 Months Ended |
Dec. 31, 2020 | |
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 and abandoned a variety of 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. (Hereinafter: “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 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. Merger Transaction On April 27, 2020, the Company completed a reverse triangular merger pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) among WHEN, R2GA, Inc., a Delaware corporation and a wholly owned subsidiary of WHEN (“Sub”), UCG, SG, and RNA. Under the terms of the Merger Agreement, R2GA merged with SG, with SG remaining as the surviving corporation and a wholly-owned subsidiary of the WHEN (the “Merger”). The Merger was effective as of April 27, 2020 whereby SG became a direct and wholly owned subsidiary of WHEN and RNA indirect wholly owned subsidiary of the Company. Each of Gaya Rozensweig and George Baumeohl, directors of the Company, are also the sole shareholders and directors of the Company. As consideration for the Merger, WHEN issued to UCG 3,870,000 Series B Convertible Preferred Stock, par value $0.0007 per share, of WHEN (the “Series B Preferred Shares”). Each share of the Series B Preferred Shares will automatically convert into 100,000 shares of WHEN’s common stock, par value $0.0007 (the “Common Stock”), for an aggregate amount of 387,000,000,000 shares of WHEN’s Common Stock, upon the filing with the Secretary of State of Delaware of an amendment to WHEN’s certificate of incorporation increasing the number of authorized shares of Common Stock that the Company is authorized to issue from time to time. The Company, collectively with SG, Sub and RNA are hereunder referred to as the “Group”. The transaction was accounted for as a reverse asset acquisition in accordance with generally accepted accounting principles in the United States of America (“GAAP”). 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 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 Recapitalization Transaction, the shareholders of SG received the largest ownership interest in the Company, and SG was determined to be the “accounting acquirer” in the Recapitalization 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. C. Going concern uncertainty Since inception, the Group has devoted substantially all its efforts to research and development. The Group is still in its development stage and the extent of the Group’s future operating losses and the timing of becoming profitable, if ever, are uncertain. As of December 31, 2020, the Group had $359,949 of cash and cash equivalents, net losses of $872,793, accumulated deficit of $1,496,637, and a negative working capital of $115,945. The Group will need to secure additional capital in the future in order to meet its anticipated liquidity needs primarily through the sale of additional Common Stock or other equity securities and/or debt financing. Funds from these sources may not be available to the Group on acceptable terms, if at all, and the Group cannot give assurance that it will be successful in securing such additional capital. These conditions raise substantial doubt about the Company’s ability to continue to operate as a “going concern.” The Company’s ability to continue operating as a going concern is dependent on several factors, among them is the ability to raise sufficient additional funding. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. D. The COVID-19 pandemic has caused states of emergency to be declared in various countries, travel restrictions imposed globally, quarantines established in certain jurisdictions and various institutions and companies being closed. COVID-19 has also adversely affect the Group’s ability to conduct its business effectively due to disruptions to its capabilities, availability and productivity of personnel, while the Group simultaneously attempts to comply with rapidly changing restrictions, such as travel restrictions, curfews and others. In particular, on January 24, 2021, the Government of Israel announced that effective January 26, 2021, non-Israeli residents or citizens, except for non-nationals whose lives are based in Israel, are not allowed to enter Israel, and the number of Israeli citizens permitted to enter the country per day will be capped at 3,000. In addition, the Ministry of Health in the State of Israel issued guidelines on March 11, 2020, which were most recently updated in March 2021, recommending people avoid gatherings in one space and providing that no gathering of more than 20 people should be held under any circumstances. Employers (including the Group) are also required to prepare and increase as much as possible the capacity and arrangement for employees to work remotely. In addition, on January 25, 2021, the President of the United States issued a proclamation to restrict travel to the United States from foreign nationals who have recently been in China, Iran, South Africa, and certain European and Latin America countries. Although to date these restrictions have not impacted the Group’s operations, the effect on its business, from the spread of COVID-19 and the actions implemented by the governments of the State of Israel, the United States and elsewhere across the globe, may worsen over time. The spread of COVID-19 may also result in the inability of the Group’s manufacturers to deliver components or finished products on a timely basis and may also result in the inability of the Group’s suppliers to deliver the parts required by its manufacturers to complete manufacturing of components or finished products. In addition, governments may divert spending from other budgeted resources as they seek to reduce and/or stop the spread of COVID-19. Such events may result in a period of business and manufacturing disruption, and in reduced operations, any of which could materially affect the Group’s business, financial condition and results of operations. The extent to which COVID-19 impacts the Group’s business will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. The Group is actively monitoring the pandemic and it is taking any necessary measures to respond to the situation in cooperation with the various stakeholders. E. Risk factors The Group face a number of risks, including uncertainties regarding finalization of the development process, demand and market acceptance of the Group’s products, the effects of technological changes, competition and the development of products by competitors. Additionally, other risk factors also exist, such as the ability to manage growth and the effect of planned expansion of operations on the Group’s future results. In addition, the Group expects to continue incurring significant operating costs and losses in connection with the development of its products and increased marketing efforts. As mentioned above, the Group has not yet generated significant revenues from its operations to fund its activities, and therefore the continuance of its activities as a going concern depends on the receipt of additional funding from its current stockholders and investors or from third parties. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Basis of Presentation | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies and Basis of Presentation | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION The financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP). Principles of Consolidation The consolidated financial statements are prepared in accordance with US GAAP. The consolidated financial statements of the Company include the Company and its wholly-owned and majority-owned subsidiaries. All inter-company balances and transactions have been eliminated. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, certain revenues and expenses, and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates. As applicable to these financial statements, the most significant estimates and assumptions relate to going concern assumptions. Functional Currency and Foreign Currency Translation and Transactions. Effective January 1, 2020, the Company adopted the US dollar as its functional currency. Prior to January 1, 2020, the functional currency of the Company was the New Israeli Shekel (“NIS”). The change in functional currency of the Company is due to the increased exposure to the US dollar as a result of the currency in the primary economic environment in which the Israeli subsidiary operates is the USD. Therefore, the currency of the primary economic environment in which the operations of the Company and its subsidiaries are conducted is the US dollar. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net loss for the year. Cash and cash equivalents Cash equivalents are short-term highly liquid investments which include short term bank deposits (up to three months from date of deposit), that are not restricted as to withdrawals or use that are readily convertible to cash with maturities of three months or less as of the date acquired. Property, plant and equipment, net 1. Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. When an asset is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in the Statements of Operations and Comprehensive Loss. 2. Rates of depreciation: % Computers and software 33 Furniture and office equipment 6 – 15 Impairment of long-lived assets The Group’s long-lived assets are reviewed for impairment in accordance with Accounting Standards Codification (“ASC”) Topic 360, “Property, Plant and Equipment”, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Deferred income taxes The Group accounts for income taxes in accordance with ASC Topic 740, “Income Taxes”. Accordingly, deferred income taxes are determined utilizing the asset and liability method based on the estimated future tax effects of differences between the financial accounting and the tax bases of assets and liabilities under the applicable tax law. Deferred tax balances are computed using the enacted tax rates expected to be in effect when these differences reverse. Valuation allowances in respect of deferred tax assets are provided for, if necessary, to reduce deferred tax assets to amounts more likely than not to be realized. The Group accounts for uncertain tax positions in accordance with ASC Topic 740-10, which prescribes detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in an enterprise’s financial statements. According to ASC Topic 740-10, tax positions must meet a more-likely-than-not recognition threshold. The Company’s accounting policy is to classify interest and penalties relating to uncertain tax positions under income taxes, however the Company did not recognize such items in its fiscal 2020 and 2019 financial statements and did not recognize any liability with respect to an unrecognized tax position in its balance sheets. Revenue recognition Revenue is recognized only when all of the following conditions have been met: (i) there is persuasive evidence of an arrangement; (ii) delivery has occurred; (iii) the fee is fixed or determinable; and (iv) collectability of the fee is reasonably assured. The Company usually sells its software licenses as part of an overall solution offered to a customer that combines the sale of software licenses. Research and development expenses Research and development expenses are charged to operations as incurred. Basic and diluted loss per ordinary share Basic loss per ordinary share is computed by dividing the loss for the period applicable to ordinary shareholders, by the weighted average number of shares of common stock outstanding during the period. Securities that may participate in dividends with the shares of common stock (such as the convertible preferred) are considered in the computation of basic loss per share under the two-class method. However, in periods of net loss, only the convertible preferred shares are considered, since such shares have a contractual obligation to share in the losses of the Company. In computing diluted loss per share, basic loss per share is adjusted to reflect the potential dilution that could occur upon the exercise of potential shares. Accordingly, in periods of net loss, no potential shares are considered. Concentrations of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents as well as certain other current assets that do not amount to a significant amount. Cash and cash equivalents, which are primarily held in Dollars and New Israeli Shekels, are deposited with major banks in Israel and United States. Management believes that such financial institutions are financially sound and, accordingly, minimal credit risk exists with respect to these financial instruments. The Company does not have any significant off-balance-sheet concentration of credit risk, such as foreign exchange contracts, option contracts or other foreign hedging arrangements. Contingencies The Company records accruals for loss contingencies arising from claims, litigation and other sources when it is probable that a liability has been incurred and the amount can be reasonably estimated. These accruals are adjusted periodically as assessments change or additional information becomes available. Legal costs incurred in connection with loss contingencies are expensed as incurred. Recent Accounting Pronouncements Accounting Pronouncements Adopted in 2020 In June 2016, the Financial Accounting Standards Board (FASB) issued an ASU that supersedes the existing impairment model for most financial assets to a current expected credit loss model. The new guidance requires an entity to recognize an impairment allowance equal to its current estimate of all contractual cash flows the entity does not expect to collect. The Company adopted this guidance effective January 1, 2020, with no material impact on its consolidated financial statements In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments. This guidance replaces the current incurred loss impairment methodology. Under the new guidance, on initial recognition and at each reporting period, an entity is required to recognize an allowance that reflects its current estimate of credit losses expected to be incurred over the life of the financial instrument based on historical experience, current conditions and reasonable and supportable forecasts. The guidance became effective on January 1, 2020, including interim periods within that year and requires a modified retrospective transition approach through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. Under the modified retrospective method of adoption, prior year reported results are not restated. The Company has performed its analysis of the impact on its financial instruments that are within the scope of this guidance and has concluded that there was no material impact to its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU No. 2018-13”) as part of the FASB’s broader disclosure framework project. ASU No. 2018-13 removes, modifies and adds certain disclosures, providing greater focus on requirements that clearly communicate the most important information to the users of the financial statements with respect to fair value measurements. The adoption of ASU No. 2018-13 as of January 1, 2020 did not have a material impact on the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in this ASU simplify the accounting for income taxes, eliminates certain exceptions to the general principles in Topic 740 and clarifies certain aspects of the current guidance to improve consistent application among reporting entities. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021 and interim periods within annual periods beginning after December 15, 2022, though early adoption is permitted, including adoption in any interim period for which financial statements have not yet been issued. This standard is not expected to have a material impact to the Company’s consolidated financial statements after evaluation. In August 2020, the FASB 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. 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 December 31, 2020 are not expected to have a material impact on the Company’s consolidated financial statements. |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | NOTE 3 – OTHER CURRENT ASSTES December 31, 2020 2019 Related Parties (Note 12 E) - 176,804 Government Institutions 8,356 16,921 Other Receivable 33,822 19,287 42,178 213,012 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | NOTE 4 – PROPERTY AND EQUIPMENT, NET December 31, 2020 2019 Computers 61,538 43,594 Furniture and office equipment 16,454 7,745 77,992 51,339 Less - accumulated depreciation (51,938 ) (34,114 ) Total property and equipment, net 26,054 17,225 In the years ended December 31, 2020 and 2019, depreciation was US$ 14,587 and US$15,720 respectively. |
Other Accounts Liabilities
Other Accounts Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Other Liabilities Disclosure [Abstract] | |
Other Accounts Liabilities | NOTE 5 –OTHER ACCOUNTS LIABILITIES December 31, 2020 2019 Employees and related institutions 227,760 51,128 Accrued expenses and other liabilities 90,501 9,439 Deferred revenues 11,381 6,842 Related parties 167,232 - Right Of Use liability arising from operating lease - 6,068 496,874 73,477 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 6 – COMMITMENTS AND CONTINGENCIES A. On December 16, 2020 RNA entered into a lease agreement for its offices in Herzliya for the period from January 1, 2021 until January 1, 2023 with an option to extend the agreement with additional year ended at December 31, 2023. Total monthly lease payments under the above agreement amounts to NIS 17,000 (approximately $5,000). In addition, the Company agreed to make a deposit guarantee in the amount of NIS 80,000 (approximately $24,883) to secure Company’s obligations under the agreement. B. On October 27, 2020 WHEN filed suit in State Court, Palm Beach County, Florida, against FSC Solutions, Inc. (“FSC”), Eli Gal Levy (“EL”) and Padem Consultants Sprl (collectively, the “Defendants”). The suit relates to the Stock Purchase Agreement entered into by WHEN with FSC and its shareholders, which included EL, pursuant to which WHEN acquired all of the issued and outstanding stock of FSC in exchange for the issuance of 70 billion shares of WHEN unregistered common stock. FSC was the putative owner of a software and trading platform which WHEN intended to use to enter into the on-line trading business. Subsequent to the completion of the acquisition, the Company determined that FSC did not have control over the trading platform and software the Company expected to acquire and operate. The Suit sought declaratory judgment to unwind the FSC transaction and cancel the shares of WHEN common stock issued in the FSC transaction that are still outstanding. A hearing was set for January 6, 2021 whereupon mediation was ordered. The Company has been in discussion with EL to resolve this issue |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Shareholders' Equity | NOTE 7 – SHAREHOLDERS’ EQUITY Description of the rights attached to the Shares in the Company: Common stock: The Company has authorized 110,000,000 shares of Common Stock. As of December 31, 2020 there were 89,789,407,996 shares of Common Stock issued and outstanding. Each share of common stock entitles the holder to one vote, either in person or by proxy, at meetings of stockholders. The holders are not permitted to vote their shares cumulatively. Accordingly, the stockholders of the Company’s common stock who hold, in the aggregate, more than fifty percent of the total voting rights can elect all of the directors and, in such event, the holders of the remaining minority shares will not be able to elect any of such directors. The vote of the holders of a majority of the issued and outstanding shares of common stock entitled to vote thereon is sufficient to authorize, affirm, ratify or consent to such act or action, except as otherwise provided by law. On September 10, 2020, the holders of a majority of the Company’s voting stock approved an increase in the number of the authorized shares of the Company’s common stock to 750,000,000,000 shares. As of December 31, 2020, the increase in authorized common stock was not yet effective. SERIES A PREFERRED STOCK The Company has authorized 10,000,000 Series A Preferred Stock $0.0007 par value per share (the “Preferred Stock Series A”). As of December 31, 2020, there are 5,000,000 shares of Preferred Stock Series A outstanding. The Preferred Stock Series A have the right to vote with the Common Stock on all matters. Each share of Preferred Stock Series A has 10,000 votes per share. Each of George Baumoehl and Gaya Rozensweig, the directors of the Company, hold 2,500,000 shares of the Preferred Stock Series A. SERIES B PREFERRED STOCK The Company has authorized 3,870,000 Series B Convertible Preferred Stock $0.0007 par value per share (the “Preferred Stock Series B”). As of December 31, 2020, there are 3,870,000 shares of Preferred Stock Series B outstanding. The Preferred Stock Series B are held by UCG, the principal shareholders of the Company. The principals shareholders of of UCG are George Baumoehl and Gaya Rozensweig, the directors of the Company The Preferred Stock Series B were issued to UCG as consideration for the Merger. Each share of the Series B Preferred Shares will convert into 100,000 shares of WHEN’s common stock, par value $0.0007 (the “Common Stock”), for an aggregate amount of 387,000,000,000 shares of WHEN’s Common Stock, upon the filing with the Secretary of State of Delaware of an amendment to WHEN’s certificate of incorporation increasing the number of authorized shares of Common Stock that the Company is authorized to issue from time to time |
Research and Development Expens
Research and Development Expenses | 12 Months Ended |
Dec. 31, 2020 | |
Research And Development Expenses | |
Research and Development Expenses | NOTE 8 – RESEARCH AND DEVELOPMENT EXPENSES Year ended December 31 2020 2019 Salaries and related expenses 286,266 129,811 Professional fees and other development costs 94,776 63,086 Depreciation and amortization 35,320 33,899 Vehicle maintenance 18,953 16,685 Rent and office maintenance 53,895 20,053 489,210 263,534 |
General and Administrative Expe
General and Administrative Expenses | 12 Months Ended |
Dec. 31, 2020 | |
General And Administrative Expenses | |
General and Administrative Expenses | NOTE 9 – GENERAL AND ADMINISTRATIVE EXPENSES Year ended December 31 2020 2019 Salaries and related expenses 267,036 107,144 Professional services 139,531 33,288 Rent and office maintenance 8,398 5,013 Office expenses 54,750 18,618 Depreciation and amortization 5,302 5,855 Advertising 7,273 46,151 Doubtful debts 12,773 1,233 Other expenses 28,600 9,235 523,663 226,537 |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Tax | NOTE 10 – INCOME TAX A. US resident companies are taxed on their worldwide income for corporate income tax purposes at a statutory rate of 21% this reflect certain effects of the Act which includes a reduction in the corporate tax rate from 35% to 21% as well as other changes. No further taxes are payable on this profit unless that profit is distributed. If certain conditions are met, income derived from foreign subsidiaries is tax exempt in the US under applicable tax treaties to avoid double taxation. Income of the Israeli company is taxable from 2018 and onwards, at corporate tax rate of 23%. The Company and its Israeli Subsidiary has not received final tax assessments since its inception. As of December 31, 2020, the Company and its Israeli Subsidiary has carryforward losses for tax purposes of approximately $9 million and $1.2 million, respectively, which can be offset against future taxable income, if any. B. The following is reconciliation between the theoretical tax on pre-tax income, at the tax rate applicable to the Company (federal tax rate) and the tax expense reported in the financial statements: Year ended December 31 2020 2019 Pretax loss 872,793 413,926 Federal tax rate 21 % 21 % Income tax computed at the ordinary tax rate 183,286 86,924 Non-deductible expenses (2,423 ) (19,615 ) Tax in respect of differences in corporate tax rates 13,860 (8,279 ) Losses and timing differences in respect of which no deferred taxes were generated (194,723 ) (59,030 ) - - C. Deferred taxes result primarily from temporary differences in the recognition of certain revenue and expense items for financial and income tax reporting purposes. Significant components of the Company’s future tax assets are as follows: Year ended December 31 2020 2019 Composition of deferred tax assets: Provision for employee related obligation 40,617 13,674 Allowance for doubtful accounts 7,127 4,025 Non capital loss carry forwards 2,182,415 85,711 Valuation allowance (2,230,159 ) (103,410 ) - - |
Loss Per Share of Common Stock
Loss Per Share of Common Stock | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Loss Per Share of Common Stock | NOTE 11 – LOSS PER SHARE OF COMMON STOCK Basic loss per share is computed by dividing net loss by the weighted average number of shares outstanding during the year. The weighted average number of shares of Common Stock used in computing basic and diluted loss per ordinary share for the years ended December 31, 2020 and 2019, are as follows: Year ended December 31 2020 2019 Number of shares Weighted average number of shares of Common Stock outstanding attributable to ordinary shareholders 60,840,910,336 100 |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Parties | NOTE 12 – RELATED PARTIES A. Transactions and balances with related parties Year ended December 31, 2020 2019 General and administrative expenses: Salaries and fees to officers 106,247 58,781 Research and development expenses: Salaries and fees to officers 61,532 32,082 B. Balances with related parties and officers: As of December 31, 2020 2019 Other current assets - 176,804 Other accounts liabilities 179,613 - Liability for employee rights upon retirement 95,451 36,148 Long term loan from related party 1,812,704 1,102,799 C. On October 21, 2020, RNA Ltd., the Company’s subsidiary, and Giora Rozensweig, the Company’s interim Chief Executive Officer, entered into an employment agreement providing for the employment (the “Giora Employment Agreement”) of Mr. Giora Rozensweig as RNA’s Chief Executive Officer, with retroactive application to July 1, 2020. Under the Giora Employment Agreement, Mr. Rozensweig is paid an annual salary of the current New Israeli Shekel equivalent of $124,080, payable monthly. Under the Giora Rozensweig Employment Agreement he also receives the following: (i) Manager’s Insurance under Israeli law for the benefit of Mr. Rosenzweig pursuant to which RNA contributes amounts equal to (a) 8-1/3 percent (and Mr. Rosenzweig contributes an additional 5%) of each monthly salary payment, and (b) 6.5% of Mr. Rosenzweig’s salary (with Mr. Rosenzweig contributing an additional 6%) to a pension fund, a form of deferred compensation program established under Israeli law. The Giora Employment Agreement also contains certain provisions for termination by RNA, which may result in a severance payment equal to twenty four months of base salary then in effect. D. On October 21, 2020, RNA Ltd., the Company’s subsidiary, and Gaya Rozensweig entered into an employment agreement providing for the employment (the “Gaya Employment Agreement”) of Ms. Gaya Rozensweig as RNA’s controller, with retroactive application to July 1, 2020. Under the Gaya Employment Agreement, Ms. Rozensweig is paid an annual salary of the current New Israeli Shekel equivalent of $86,880, payable monthly. Under the Rosenzweig Employment Agreement, she also receives the following: (i) Manager’s Insurance under Israeli law for the benefit of Ms. Rosenzweig pursuant to which RNA contributes amounts equal to (a) 8-1/3 percent (and Ms. Rosenzweig contributes an additional 5%) of each monthly salary payment, and (b) 6.5% of Ms. Rosenzweig’s salary (with Ms. Rosenzweig contributing an additional 6%) to a pension fund, a form of deferred compensation program established under Israeli law. The Gaya Employment Agreement also contains certain provisions for termination by RNA, which may result in a severance payment equal to twenty four months of base salary then in effect. E. The Company, UCG, RNA, Gaya Rozensweig, Giora Rozensweig and George Baumoehl entered into a Set-Off Agreement as of December 31, 2020 pursuant to which the parties set-off a debit balance of $250,609 owed by Gaya Rozensweig and Giora Rozensweig to RNA Ltd. against the credit balance of UCG, Inc. F. Giora Rozensweig and our subsidiary SG entered into an Irrevocable License and Royalty Agreement as of December 31, 2020 pursuant to which Mr. Rozensweig granted to SG an irrevocable worldwide license to certain technologies and the related intelelctual rights. In consideration of such license, Mr. Rozensweig is entitled to 1.5% of annual gross revenues, payable on a quarterly basis and only at such time as the aggregate gross revenues exceed $200,000. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Basis of Presentation (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements are prepared in accordance with US GAAP. The consolidated financial statements of the Company include the Company and its wholly-owned and majority-owned subsidiaries. All inter-company balances and transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, certain revenues and expenses, and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates. As applicable to these financial statements, the most significant estimates and assumptions relate to going concern assumptions. |
Functional Currency and Foreign Currency Translation and Transactions | Functional Currency and Foreign Currency Translation and Transactions. Effective January 1, 2020, the Company adopted the US dollar as its functional currency. Prior to January 1, 2020, the functional currency of the Company was the New Israeli Shekel (“NIS”). The change in functional currency of the Company is due to the increased exposure to the US dollar as a result of the currency in the primary economic environment in which the Israeli subsidiary operates is the USD. Therefore, the currency of the primary economic environment in which the operations of the Company and its subsidiaries are conducted is the US dollar. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net loss for the year. |
Cash and Cash Equivalents | Cash and cash equivalents Cash equivalents are short-term highly liquid investments which include short term bank deposits (up to three months from date of deposit), that are not restricted as to withdrawals or use that are readily convertible to cash with maturities of three months or less as of the date acquired. |
Property, Plant and Equipment, Net | Property, plant and equipment, net 1. Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. When an asset is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in the Statements of Operations and Comprehensive Loss. 2. Rates of depreciation: % Computers and software 33 Furniture and office equipment 6 – 15 |
Impairment of Long-lived Assets | Impairment of long-lived assets The Group’s long-lived assets are reviewed for impairment in accordance with Accounting Standards Codification (“ASC”) Topic 360, “Property, Plant and Equipment”, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. |
Deferred Income Taxes | Deferred income taxes The Group accounts for income taxes in accordance with ASC Topic 740, “Income Taxes”. Accordingly, deferred income taxes are determined utilizing the asset and liability method based on the estimated future tax effects of differences between the financial accounting and the tax bases of assets and liabilities under the applicable tax law. Deferred tax balances are computed using the enacted tax rates expected to be in effect when these differences reverse. Valuation allowances in respect of deferred tax assets are provided for, if necessary, to reduce deferred tax assets to amounts more likely than not to be realized. The Group accounts for uncertain tax positions in accordance with ASC Topic 740-10, which prescribes detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in an enterprise’s financial statements. According to ASC Topic 740-10, tax positions must meet a more-likely-than-not recognition threshold. The Company’s accounting policy is to classify interest and penalties relating to uncertain tax positions under income taxes, however the Company did not recognize such items in its fiscal 2020 and 2019 financial statements and did not recognize any liability with respect to an unrecognized tax position in its balance sheets. |
Revenue Recognition | Revenue recognition Revenue is recognized only when all of the following conditions have been met: (i) there is persuasive evidence of an arrangement; (ii) delivery has occurred; (iii) the fee is fixed or determinable; and (iv) collectability of the fee is reasonably assured. The Company usually sells its software licenses as part of an overall solution offered to a customer that combines the sale of software licenses. |
Research and Development Expenses | Research and development expenses Research and development expenses are charged to operations as incurred. |
Basic and Diluted Loss Per Ordinary Share | Basic and diluted loss per ordinary share Basic loss per ordinary share is computed by dividing the loss for the period applicable to ordinary shareholders, by the weighted average number of shares of common stock outstanding during the period. Securities that may participate in dividends with the shares of common stock (such as the convertible preferred) are considered in the computation of basic loss per share under the two-class method. However, in periods of net loss, only the convertible preferred shares are considered, since such shares have a contractual obligation to share in the losses of the Company. In computing diluted loss per share, basic loss per share is adjusted to reflect the potential dilution that could occur upon the exercise of potential shares. Accordingly, in periods of net loss, no potential shares are considered. |
Concentrations of Credit Risk | Concentrations of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents as well as certain other current assets that do not amount to a significant amount. Cash and cash equivalents, which are primarily held in Dollars and New Israeli Shekels, are deposited with major banks in Israel and United States. Management believes that such financial institutions are financially sound and, accordingly, minimal credit risk exists with respect to these financial instruments. The Company does not have any significant off-balance-sheet concentration of credit risk, such as foreign exchange contracts, option contracts or other foreign hedging arrangements. |
Contingencies | Contingencies The Company records accruals for loss contingencies arising from claims, litigation and other sources when it is probable that a liability has been incurred and the amount can be reasonably estimated. These accruals are adjusted periodically as assessments change or additional information becomes available. Legal costs incurred in connection with loss contingencies are expensed as incurred. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting Pronouncements Adopted in 2020 In June 2016, the Financial Accounting Standards Board (FASB) issued an ASU that supersedes the existing impairment model for most financial assets to a current expected credit loss model. The new guidance requires an entity to recognize an impairment allowance equal to its current estimate of all contractual cash flows the entity does not expect to collect. The Company adopted this guidance effective January 1, 2020, with no material impact on its consolidated financial statements In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments. This guidance replaces the current incurred loss impairment methodology. Under the new guidance, on initial recognition and at each reporting period, an entity is required to recognize an allowance that reflects its current estimate of credit losses expected to be incurred over the life of the financial instrument based on historical experience, current conditions and reasonable and supportable forecasts. The guidance became effective on January 1, 2020, including interim periods within that year and requires a modified retrospective transition approach through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. Under the modified retrospective method of adoption, prior year reported results are not restated. The Company has performed its analysis of the impact on its financial instruments that are within the scope of this guidance and has concluded that there was no material impact to its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU No. 2018-13”) as part of the FASB’s broader disclosure framework project. ASU No. 2018-13 removes, modifies and adds certain disclosures, providing greater focus on requirements that clearly communicate the most important information to the users of the financial statements with respect to fair value measurements. The adoption of ASU No. 2018-13 as of January 1, 2020 did not have a material impact on the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in this ASU simplify the accounting for income taxes, eliminates certain exceptions to the general principles in Topic 740 and clarifies certain aspects of the current guidance to improve consistent application among reporting entities. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021 and interim periods within annual periods beginning after December 15, 2022, though early adoption is permitted, including adoption in any interim period for which financial statements have not yet been issued. This standard is not expected to have a material impact to the Company’s consolidated financial statements after evaluation. In August 2020, the FASB 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. 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 December 31, 2020 are not expected to have a material impact on the Company’s consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies and Basis of Presentation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Rate of Depreciation | % Computers and software 33 Furniture and office equipment 6 – 15 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | December 31, 2020 2019 Related Parties (Note 12 E) - 176,804 Government Institutions 8,356 16,921 Other Receivable 33,822 19,287 42,178 213,012 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | December 31, 2020 2019 Computers 61,538 43,594 Furniture and office equipment 16,454 7,745 77,992 51,339 Less - accumulated depreciation (51,938 ) (34,114 ) Total property and equipment, net 26,054 17,225 |
Other Accounts Liabilities (Tab
Other Accounts Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Accounts Liabilities | December 31, 2020 2019 Employees and related institutions 227,760 51,128 Accrued expenses and other liabilities 90,501 9,439 Deferred revenues 11,381 6,842 Related parties 167,232 - Right Of Use liability arising from operating lease - 6,068 496,874 73,477 |
Research and Development Expe_2
Research and Development Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Research And Development Expenses Tables Abstract | |
Schedule of Research and Development Expenses | Year ended December 31 2020 2019 Salaries and related expenses 286,266 129,811 Professional fees and other development costs 94,776 63,086 Depreciation and amortization 35,320 33,899 Vehicle maintenance 18,953 16,685 Rent and office maintenance 53,895 20,053 489,210 263,534 |
General and Administrative Ex_2
General and Administrative Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
General And Administrative Expenses Tables Abstract | |
Schedule of General and Administrative Expenses | Year ended December 31 2020 2019 Salaries and related expenses 267,036 107,144 Professional services 139,531 33,288 Rent and office maintenance 8,398 5,013 Office expenses 54,750 18,618 Depreciation and amortization 5,302 5,855 Advertising 7,273 46,151 Doubtful debts 12,773 1,233 Other expenses 28,600 9,235 523,663 226,537 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Expense | B. The following is reconciliation between the theoretical tax on pre-tax income, at the tax rate applicable to the Company (federal tax rate) and the tax expense reported in the financial statements: Year ended December 31 2020 2019 Pretax loss 872,793 413,926 Federal tax rate 21 % 21 % Income tax computed at the ordinary tax rate 183,286 86,924 Non-deductible expenses (2,423 ) (19,615 ) Tax in respect of differences in corporate tax rates 13,860 (8,279 ) Losses and timing differences in respect of which no deferred taxes were generated (194,723 ) (59,030 ) - - |
Schedule of Deferred Tax Assets | C. Deferred taxes result primarily from temporary differences in the recognition of certain revenue and expense items for financial and income tax reporting purposes. Significant components of the Company’s future tax assets are as follows: Year ended December 31 2020 2019 Composition of deferred tax assets: Provision for employee related obligation 40,617 13,674 Allowance for doubtful accounts 7,127 4,025 Non capital loss carry forwards 2,182,415 85,711 Valuation allowance (2,230,159 ) (103,410 ) - - |
Loss Per Share of Common Stock
Loss Per Share of Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Number of Shares Basic and Diluted | Basic loss per share is computed by dividing net loss by the weighted average number of shares outstanding during the year. The weighted average number of shares of Common Stock used in computing basic and diluted loss per ordinary share for the years ended December 31, 2020 and 2019, are as follows: Year ended December 31 2020 2019 Number of shares Weighted average number of shares of Common Stock outstanding attributable to ordinary shareholders 60,840,910,336 100 |
Related Parties (Tables)
Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Expenses | A. Transactions and balances with related parties Year ended December 31, 2020 2019 General and administrative expenses: Salaries and fees to officers 106,247 58,781 Research and development expenses: Salaries and fees to officers 61,532 32,082 B. Balances with related parties and officers: As of December 31, 2020 2019 Other current assets - 176,804 Other accounts liabilities 179,613 - Liability for employee rights upon retirement 95,451 36,148 Long term loan from related party 1,812,704 1,102,799 |
General (Details Narrative)
General (Details Narrative) - USD ($) | Apr. 27, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred stock, par value | $ 0.0007 | $ 0.0007 | |
Cash and cash equivalents | $ 359,949 | $ 359,461 | |
Net loss | (872,793) | (413,926) | |
Accumulated deficit | (1,496,637) | $ (623,844) | |
Working capital | $ 115,945 | ||
Series B Convertible Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.0007 | $ 0.0007 | |
Merger Agreement [Member] | Series B Convertible Preferred Stock [Member] | UCG, INC. [Member] | |||
Number of shares issued | 3,870,000 | ||
Preferred stock, par value | $ 0.0007 | ||
Merger Agreement [Member] | Series B Preferred Stock [Member] | |||
Number of shares converted | 100,000 | ||
Aggregate amount of conversion shares | 387,000,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies and Basis of Presentation (Details) | Dec. 31, 2020 |
Computers and Software [Member] | |
Rate of depreciation | 33.00% |
Furniture and Office Equipment [Member] | Maximum [Member] | |
Rate of depreciation | 6.00% |
Furniture and Office Equipment [Member] | Minimum [Member] | |
Rate of depreciation | 15.00% |
Other Current Assets - Schedule
Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Assets | ||
Related Parties (Note 12 E) | $ 176,804 | |
Government Institutions | 8,356 | 16,921 |
Other Receivable | 33,822 | 19,287 |
Other Current Asstes | $ 42,178 | $ 213,012 |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 14,587 | $ 15,720 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Property and equipment, gross | $ 77,992 | $ 51,339 |
Less - accumulated depreciation | (51,938) | (34,114) |
Total Property and equipment, net | 26,054 | 17,225 |
Computers [Member] | ||
Property and equipment, gross | 61,538 | 43,594 |
Furniture and Office Equipment [Member] | ||
Property and equipment, gross | $ 16,454 | $ 7,745 |
Other Accounts Liabilities - Sc
Other Accounts Liabilities - Schedule of Other Accounts Liabilities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Liabilities [Abstract] | ||
Employees and related institutions | $ 227,760 | $ 51,128 |
Accrued expenses and other liabilities | 90,501 | 9,439 |
Deferred revenues | 11,381 | 6,842 |
Related parties | 167,232 | |
Right Of Use liability arising from operating lease | 6,068 | |
Other Accounts Liabilities | $ 496,874 | $ 73,477 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | Dec. 16, 2020USD ($) | Dec. 16, 2020ILS (₪) | Oct. 27, 2020 |
Stock purchase agreement, description | The suit relates to the Stock Purchase Agreement entered into by WHEN with FSC and its shareholders, which included EL, pursuant to which WHEN acquired all of the issued and outstanding stock of FSC in exchange for the issuance of 70 billion shares of WHEN unregistered common stock. FSC was the putative owner of a software and trading platform which WHEN intended to use to enter into the on-line trading business. | ||
Lease Agreement [Member] | |||
Monthly lease payments | $ | $ 5,000 | ||
Deposit guarantee, amount | $ | $ 24,883 | ||
New Israeli Shekel [Member] | Lease Agreement [Member] | |||
Monthly lease payments | ₪ | ₪ 17,000 | ||
Deposit guarantee, amount | ₪ | ₪ 80,000 |
Shareholders' Equity (Details N
Shareholders' Equity (Details Narrative) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Sep. 10, 2020 | Dec. 31, 2019 | |
Common stock, shares authorized | 110,000,000,000 | 750,000,000,000 | 110,000,000,000 |
Common stock, shares issued | 89,789,407,996 | 0 | |
Common stock, shares outstanding | 89,789,407,996 | 0 | |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |
Preferred stock, par value | $ 0.0007 | $ 0.0007 | |
Preferred stock, shares outstanding | 5,000,000 | 5,000,000 | |
Series A Preferred Stock [Member] | |||
Preferred stock, shares authorized | 10,000,000 | ||
Preferred stock, par value | $ 0.0007 | ||
Preferred stock, shares outstanding | 5,000,000 | ||
Common stock voting rights, description | Each share of Preferred Stock Series A has 10,000 votes per share. | ||
Series A Preferred Stock [Member] | George Baumoehl and Gaya Rozensweig [Member] | |||
Number of shares hold | 2,500,000 | ||
Series B Convertible Preferred Stock [Member] | |||
Preferred stock, shares authorized | 3,870,000 | 3,870,000 | |
Preferred stock, par value | $ 0.0007 | $ 0.0007 | |
Preferred stock, shares outstanding | 3,870,000 | 0 | |
Series B Convertible Preferred Stock [Member] | Merger Agreement [Member] | Common Stock [Member] | |||
Preferred stock, par value | $ 0.0007 | ||
Aggregate amount of conversion shares | 100,000 | ||
Number of shares issued | 387,000,000,000 |
Research and Development Expe_3
Research and Development Expenses - Schedule of Research and Development Expenses (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Total Research and Development Expenses | $ 489,210 | $ 263,534 |
Research and Development Expenses [Member] | ||
Salaries and related expenses | 286,266 | 129,811 |
Professional fees and other development costs | 94,776 | 63,086 |
Depreciation and amortization | 35,320 | 33,899 |
Vehicle maintenance | 18,953 | 16,685 |
Rent and office maintenance | 53,895 | 20,053 |
Total Research and Development Expenses | $ 489,210 | $ 263,534 |
General and Administrative Ex_3
General and Administrative Expenses - Schedule of General and Administrative Expenses (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Total general and administrative expenses | $ 523,663 | $ 226,537 |
General and Administrative Expenses [Member] | ||
Salaries and related expenses | 267,036 | 107,144 |
Professional services | 139,531 | 33,288 |
Rent and office maintenance | 8,398 | 5,013 |
Office expenses | 54,750 | 18,618 |
Depreciation and amortization | 5,302 | 5,855 |
Advertising | 7,273 | 46,151 |
Doubtful debts | 12,773 | 1,233 |
Other expenses | 28,600 | 9,235 |
Total general and administrative expenses | $ 523,663 | $ 226,537 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income tax rate | 21.00% | 21.00% |
Income tax description | US resident companies are taxed on their worldwide income for corporate income tax purposes at a statutory rate of 21% this reflect certain effects of the Act which includes a reduction in the corporate tax rate from 35% to 21% as well as other changes. | |
Operating loss carryforwards | $ 1,200,000 | |
Israel [Member] | ||
Income tax rate | 23.00% | |
Operating loss carryforwards | $ 9,000,000 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Pretax loss | $ 872,793 | $ 413,926 |
Federal tax rate | 21.00% | 21.00% |
Income tax computed at the ordinary tax rate | $ 183,286 | $ 86,924 |
Non-deductible expenses | (2,423) | (19,615) |
Tax in respect of differences in corporate tax rates | 13,860 | (8,279) |
Losses and timing differences in respect of which no deferred taxes were generated | (194,723) | (59,030) |
Income tax expense |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Provision for employee related obligation | $ 40,617 | $ 13,674 |
Allowance for doubtful accounts | 7,127 | 4,025 |
Non capital loss carry forwards | 2,182,415 | 85,711 |
Valuation allowance | (2,230,159) | (103,410) |
Net deferred taxes |
Loss Per Share of Common Stoc_2
Loss Per Share of Common Stock - Schedule of Weighted Average Number of Shares Basic and Diluted (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Weighted average number of shares of Common Stock | 60,840,910,336 | 100 |
Related Parties (Details Narrat
Related Parties (Details Narrative) | Oct. 21, 2020ILS (₪) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Gross revenues exceed | $ | $ 98,159 | $ 103,955 | |
Set-off Agreement [Member] | |||
Employment agreement, description | The Company, UCG, RNA, Gaya Rozensweig, Giora Rozensweig and George Baumoehl entered into a Set-Off Agreement as of December 31, 2020 pursuant to which the parties set-off a debit balance of $250,609 owed by Gaya Rozensweig and Giora Rozensweig to RNA Ltd. against the credit balance of UCG, Inc. | ||
Irrevocable License and Royalty Agreement [Member] | |||
Employment agreement, description | Giora Rozensweig and our subsidiary SG entered into an Irrevocable License and Royalty Agreement as of December 31, 2020 pursuant to which Mr. Rozensweig granted to SG an irrevocable worldwide license to certain technologies and the related intelelctual rights. In consideration of such license, Mr. Rozensweig is entitled to 1.5% of annual gross revenues, payable on a quarterly basis and only at such time as the aggregate gross revenues exceed $200,000. | ||
Gross revenues exceed | $ | $ 200,000 | ||
Giora Rozensweig, Interim Chief Executive Officer [Member] | |||
Employment agreement, description | Under the Giora Rozensweig Employment Agreement he also receives the following: (i) Manager's Insurance under Israeli law for the benefit of Mr. Rosenzweig pursuant to which RNA contributes amounts equal to (a) 8-1/3 percent (and Mr. Rosenzweig contributes an additional 5%) of each monthly salary payment, and (b) 6.5% of Mr. Rosenzweig's salary (with Mr. Rosenzweig contributing an additional 6%) to a pension fund, a form of deferred compensation program established under Israeli law. The Giora Employment Agreement also contains certain provisions for termination by RNA, which may result in a severance payment equal to twenty four months of base salary then in effect. | ||
Giora Rozensweig, Interim Chief Executive Officer [Member] | New Israeli Shekel [Member] | |||
Officer's compensation | ₪ | ₪ 124,080 | ||
Gaya Rozensweig [Member] | |||
Employment agreement, description | Under the Rosenzweig Employment Agreement, she also receives the following: (i) Manager's Insurance under Israeli law for the benefit of Ms. Rosenzweig pursuant to which RNA contributes amounts equal to (a) 8-1/3 percent (and Ms. Rosenzweig contributes an additional 5%) of each monthly salary payment, and (b) 6.5% of Ms. Rosenzweig's salary (with Ms. Rosenzweig contributing an additional 6%) to a pension fund, a form of deferred compensation program established under Israeli law. The Gaya Employment Agreement also contains certain provisions for termination by RNA, which may result in a severance payment equal to twenty four months of base salary then in effect. | ||
Gaya Rozensweig [Member] | New Israeli Shekel [Member] | |||
Officer's compensation | ₪ | ₪ 86,880 |
Related Parties - Schedule of R
Related Parties - Schedule of Related Party Transaction (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Other current assets | $ 176,804 | |
Other accounts liabilities | 179,613 | |
Liability for employee rights upon retirement | 95,451 | 36,148 |
Long term loan from related party | 1,812,704 | 1,102,799 |
General and Administrative Expenses [Member] | ||
Salaries and fees to officers | 106,247 | 58,781 |
Research and Development Expenses [Member] | ||
Salaries and fees to officers | $ 61,532 | $ 32,082 |