Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 22, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-30256 | |
Entity Registrant Name | WORLD HEALTH ENERGY HOLDINGS, INC. | |
Entity Central Index Key | 0000943535 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 1825 NW Corporate Blvd. Suite 110 | |
Entity Address, City or Town | Boca Raton | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33431 | |
City Area Code | (561) | |
Local Phone Number | 870-0440 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 478,789,407,996 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 53,369 | $ 359,949 |
Accounts receivable, net | 24,413 | 5,086 |
Other current assets | 277,406 | 42,178 |
T o t a l Current assets | 355,188 | 407,213 |
Right Of Use asset arising from operating lease | 213,184 | |
Long term prepaid expenses | 24,775 | 24,883 |
Property and Equipment, Net | 29,588 | 26,054 |
T o t a l assets | 622,735 | 458,150 |
Current Liabilities | ||
Accounts payable | 30,369 | 26,284 |
Right Of Use liabilities arising from operating lease | 42,986 | |
Other accounts liabilities | 1,224,072 | 496,874 |
T o t a l current liabilities | 1,297,427 | 523,158 |
Liability for employee rights upon retirement | 148,654 | 104,850 |
Long term loan from parent company | 2,025,049 | 1,812,704 |
Right Of Use liabilities arising from operating lease | 178,275 | |
T o t a l liabilities | 3,649,405 | 2,440,712 |
Stockholders’ Deficit | ||
Preferred stock, value | 3,500 | 3,500 |
Common stock, par $0.00001, 110,000,000,000 shares authorized, 91,989,407,996 shares issued and outstanding at September 30, 2021 and 89,789,407,996 shares issued and outstanding at December 31, 2020. | 62,874,586 | 62,852,586 |
Additional paid-in capital | (61,899,883) | (63,339,225) |
Foreign currency translation adjustments | (5,495) | (5,495) |
Accumulated deficit | (4,002,087) | (1,496,637) |
T o t a l stockholders’ deficit | (3,026,670) | (1,982,562) |
T o t a l liabilities and stockholders’ deficit | 622,735 | 458,150 |
Series B Convertible Preferred Stock [Member] | ||
Stockholders’ Deficit | ||
Preferred stock, value | $ 2,709 | $ 2,709 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares outstanding | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 5,000,000 | 5,000,000 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 110,000,000,000 | 110,000,000,000 |
Common Stock, Shares, Issued | 91,989,407,996 | 89,789,407,996 |
Common stock, shares outstanding | 91,989,407,996 | 89,789,407,996 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 3,870,000 | 3,870,000 |
Preferred stock, shares outstanding | 3,870,000 | 3,870,000 |
Preferred stock, shares issued | 3,870,000 | 3,870,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | ||||
Revenues | $ 33,717 | $ 24,798 | $ 115,167 | $ 52,906 |
Research and development expenses | (120,701) | (181,175) | (374,561) | (328,529) |
General and administrative expenses (Note 4) | (1,925,967) | (109,466) | (2,195,621) | (227,525) |
Operating loss | (2,012,951) | (265,843) | (2,455,015) | (503,148) |
Financing income (expense), net | (19,519) | (2,307) | (50,435) | 6,925 |
Net loss | (2,032,470) | (268,150) | (2,505,450) | (496,223) |
Other comprehensive loss - Foreign currency loss | (3,523) | (218) | ||
Comprehensive loss | $ (2,032,470) | $ (271,673) | $ (2,505,450) | $ (496,441) |
Loss per share (basic and diluted) | $ 0 | $ 0 | $ 0 | $ 0 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Shareholders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member]Series B Preferred Stock [Member] | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Foreign Currency Translation Adjustments [Member] | Retained Earnings [Member] | Total | Preferred Stock B [Member] |
Beginning balance, value at Dec. 31, 2019 | $ 2,709 | $ (2,681) | $ (5,495) | $ (623,844) | $ (629,311) | |||
Beginning balance shares at Dec. 31, 2019 | 3,870,000 | |||||||
Comprehensive loss for three months ended September 30, 2021 | 5,893 | (168,938) | (163,045) | |||||
Ending balance, value at Mar. 31, 2020 | 2,709 | (2,681) | 398 | (792,782) | (792,356) | |||
Ending balance, shares at Mar. 31, 2020 | 3,870,000 | |||||||
Beginning balance, value at Dec. 31, 2019 | 2,709 | (2,681) | (5,495) | (623,844) | (629,311) | |||
Beginning balance shares at Dec. 31, 2019 | 3,870,000 | |||||||
Comprehensive loss for three months ended September 30, 2021 | (496,441) | |||||||
Ending balance, value at Sep. 30, 2020 | 2,709 | $ 3,500 | $ 62,852,586 | (63,339,225) | (5,713) | (1,120,067) | (1,606,210) | |
Ending balance, shares at Sep. 30, 2020 | 5,000,000 | 89,789,407,996 | 3,870,000 | |||||
Beginning balance, value at Mar. 31, 2020 | 2,709 | (2,681) | 398 | (792,782) | (792,356) | |||
Beginning balance shares at Mar. 31, 2020 | 3,870,000 | |||||||
Effect of Reverse Capitalization | $ 3,500 | $ 62,852,586 | (63,336,544) | (480,458) | ||||
Effect of reverse capitalization share | 5,000,000 | 89,789,407,996 | ||||||
Comprehensive loss for three months ended September 30, 2021 | (2,588) | (59,135) | (61,723) | |||||
Ending balance, value at Jun. 30, 2020 | 2,709 | $ 3,500 | $ 62,852,586 | (63,339,225) | (2,190) | (851,917) | (1,334,537) | |
Ending balance, shares at Jun. 30, 2020 | 5,000,000 | 89,789,407,996 | 3,870,000 | |||||
Comprehensive loss for three months ended September 30, 2021 | (3,523) | (268,150) | (271,673) | |||||
Ending balance, value at Sep. 30, 2020 | 2,709 | $ 3,500 | $ 62,852,586 | (63,339,225) | (5,713) | (1,120,067) | (1,606,210) | |
Ending balance, shares at Sep. 30, 2020 | 5,000,000 | 89,789,407,996 | 3,870,000 | |||||
Beginning balance, value at Dec. 31, 2020 | 2,709 | $ 3,500 | $ 62,852,586 | (63,339,225) | (5,495) | (1,496,637) | (1,982,562) | |
Beginning balance shares at Dec. 31, 2020 | 5,000,000 | 89,789,407,996 | 3,870,000 | |||||
Comprehensive loss for three months ended September 30, 2021 | (266,091) | (266,091) | ||||||
Ending balance, value at Mar. 31, 2021 | 2,709 | $ 3,500 | $ 62,852,586 | (63,339,225) | (5,495) | (1,762,728) | (2,248,653) | |
Ending balance, shares at Mar. 31, 2021 | 5,000,000 | 89,789,407,996 | 3,870,000 | |||||
Beginning balance, value at Dec. 31, 2020 | 2,709 | $ 3,500 | $ 62,852,586 | (63,339,225) | (5,495) | (1,496,637) | (1,982,562) | |
Beginning balance shares at Dec. 31, 2020 | 5,000,000 | 89,789,407,996 | 3,870,000 | |||||
Ending balance, value at Jun. 30, 2021 | 2,709 | $ 3,500 | $ 62,852,586 | (63,339,225) | (5,495) | (1,969,617) | (2,455,542) | |
Ending balance, shares at Jun. 30, 2021 | 5,000,000 | 89,789,407,996 | 3,870,000 | |||||
Beginning balance, value at Dec. 31, 2020 | 2,709 | $ 3,500 | $ 62,852,586 | (63,339,225) | (5,495) | (1,496,637) | (1,982,562) | |
Beginning balance shares at Dec. 31, 2020 | 5,000,000 | 89,789,407,996 | 3,870,000 | |||||
Comprehensive loss for three months ended September 30, 2021 | (2,505,450) | |||||||
Ending balance, value at Sep. 30, 2021 | 2,709 | $ 3,500 | $ 62,874,586 | (61,899,883) | (5,495) | (4,002,087) | (3,026,670) | |
Ending balance, shares at Sep. 30, 2021 | 5,000,000 | 91,989,407,996 | 3,870,000 | |||||
Beginning balance, value at Mar. 31, 2021 | 2,709 | $ 3,500 | $ 62,852,586 | (63,339,225) | (5,495) | (1,762,728) | (2,248,653) | |
Beginning balance shares at Mar. 31, 2021 | 5,000,000 | 89,789,407,996 | 3,870,000 | |||||
Comprehensive loss for three months ended September 30, 2021 | (206,889) | (206,889) | ||||||
Ending balance, value at Jun. 30, 2021 | 2,709 | $ 3,500 | $ 62,852,586 | (63,339,225) | (5,495) | (1,969,617) | (2,455,542) | |
Ending balance, shares at Jun. 30, 2021 | 5,000,000 | 89,789,407,996 | 3,870,000 | |||||
Issuance of shares | $ 17,000 | 153,000 | 170,000 | |||||
Issuance of shares, shares | 1,700,000,000 | |||||||
Issuance of shares in exchange for services | $ 5,000 | 245,000 | 250,000 | |||||
Issuance of shares in exchange for services, shares | 500,000,000 | |||||||
Share based compensation for services providers (Note 4) | 1,041,342 | 1,041,342 | ||||||
Comprehensive loss for three months ended September 30, 2021 | (2,032,470) | (2,032,470) | ||||||
Ending balance, value at Sep. 30, 2021 | $ 2,709 | $ 3,500 | $ 62,874,586 | $ (61,899,883) | $ (5,495) | $ (4,002,087) | $ (3,026,670) | |
Ending balance, shares at Sep. 30, 2021 | 5,000,000 | 91,989,407,996 | 3,870,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss for the period | $ (2,505,450) | $ (496,223) |
Adjustments required to reconcile net loss for the period to net cash used in operating activities: | ||
Depreciation and amortization | 35,119 | 29,775 |
Share based payment to a service providers (Note 4) | 1,069,120 | |
Interest on lease liability | 25,090 | |
Increase in liability for employee rights upon retirement | 43,804 | 34,950 |
Increase in accounts receivable | (19,327) | (5,956) |
Increase in other current assets | (11,264) | (15,029) |
Increase in accounts payable | 4,085 | 5,183 |
Increase in other accounts liabilities | 727,199 | 47,351 |
Net cash used in operating activities | (631,624) | (399,949) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Loans granted to related parties | (1,634) | (242,091) |
Purchase of property and equipment | (8,931) | (9,218) |
Net cash used in investing activities | (10,565) | (251,309) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments of lease liability | (46,735) | (21,474) |
Proceeds from stock issued for cash | 170,000 | |
Loan received from parent company | 212,345 | 408,988 |
Net cash provided by financing activities | 335,610 | 387,514 |
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS | (1,567) | |
DECREASE IN CASH AND CASH EQUIVALENTS | (306,580) | (265,311) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 359,949 | 359,461 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 53,369 | 94,150 |
Non cash transactions: | ||
Initial recognition of operating lease right-of-use assets | 242,906 | |
Initial recognition of operating lease liability | (242,906) | |
Share base compensation to a service provider | $ (250,000) |
GENERAL
GENERAL | 9 Months Ended |
Sep. 30, 2021 | |
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. On October 7, 2021, the Company filed an amendment (the “Amendment”) to its Certificate of Incorporation, as amended, to increase the Company’s authorized share capital and to change the par value of the Company’s Common Stock. The Amendment increased the Company’s authorized share capital to 750,000,000,000 shares of common stock (from 110,000,000,000 shares) and changed the par value of the common stock to $ 0.00001 per share (from $ 0.0007 ). The Amendment was effective retroactive to September 28, 2021. 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 0.0007 100,000 0.0007 387,000,000,000 The Company, collectively with SG, Sub and RNA are hereunder referred to as the “Group”. WORLD HEALTH ENERGY HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE 1 – GENERAL 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. See also Note 5 (Subsequent Events) 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. Board and Shareholder Authority for Reverse Stock Split On June 21, 2021, Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation (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 1,000-to-1 and 15,000-to-1 (the “Reverse Stock Split”), when and as determined by the Company’s Board of Directors D. 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 September 30, 2021, the Group had $ 53,369 of cash and cash equivalents, net losses of $ 2,505,450 , accumulated deficit of $ 4,002,087 , and a negative working capital of $ 942,239 . 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 (see Note 3 in respect to subscription agreements signed between August and October 2021). 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. WORLD HEALTH ENERGY HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 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 | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION Unaudited Interim Financial Statements The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiary, prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with the instructions to Form 10-Q. In the opinion of management, the financial statements presented herein have not been audited by an independent registered public accounting firm but include all material adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the financial condition, results of operations and cash flows for the nine-months ended September 30, 2021. However, these results are not necessarily indicative of results for any other interim period or for the year ended December 31, 2021. The preparation of financial statements in conformity with GAAP requires the Company to make certain estimates and assumptions for the reporting periods covered by the financial statements. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses. Actual amounts could differ from these estimates. Certain information and footnote disclosures normally included in financial statements in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the U.S. Securities and Exchange Commission (“SEC”). These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report on published on the OTCIQ Alternative Reporting System, for the year ended December 31, 2021. Principles of Consolidation The consolidated financial statements are prepared in accordance with US GAAP. The consolidated financial statements of the Company include the Company and its wholly-owned and majority-owned subsidiaries. All inter-company balances and transactions have been eliminated. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, certain revenues and expenses, and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates. As applicable to these financial statements, the most significant estimates and assumptions relate to the going concern assumptions, stock based compensation and estimations in respect of service period upon issuance of shares to services provider. WORLD HEALTH ENERGY HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continue) Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities in our consolidated balance sheets. ROU assets represent Company’s right to use an underlying asset for the lease term and lease liabilities represent Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, the Company generally uses the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Stock-based compensation The Company measures and recognizes the compensation expense for all equity-based payments to employees based on their estimated fair values in accordance with ASC 718, “Compensation-Stock Compensation”. Share-based payments including grants of stock options are recognized in the statement of comprehensive loss as an operating expense based on the fair value of the award at the date of grant. The fair value of stock options granted is estimated using the Black-Scholes option-pricing model. The Company has expensed compensation costs, net of estimated forfeitures, applying the accelerated vesting method, over the requisite service period or over the implicit service period when a performance condition affects the vesting, and it is considered probable that the performance condition will be achieved. Share-based payments awarded to consultants (non-employees) are accounted for in accordance with ASC Topic 505-50, “Equity-Based Payments to Non-Employees”. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) 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”). The guidance in ASU 2020-06 simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to separately present certain conversion features in equity. In addition, the amendments in the ASU 2020-06 also simplify the guidance in ASC Subtopic 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity, by removing certain criteria that must be satisfied in order to classify a contract as equity, which is expected to decrease the number of freestanding instruments and embedded derivatives accounted for as assets or liabilities. Finally, the amendments revise the guidance on calculating earnings per share, requiring use of the if-converted method for all convertible instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets. WORLD HEALTH ENERGY HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) The amendments in ASU 2020-06 are effective for the Company for fiscal years beginning after December 15, 2021. Early adoption is permitted. The guidance must be adopted as of the beginning of the fiscal year of adoption. The Company is currently evaluating the impact of this new guidance, but does not expect it to have a material impact on its financial statements. |
COMMON STOCK
COMMON STOCK | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
COMMON STOCK | NOTE 3 – COMMON STOCK On August 31, 2021 the Company issued 500,000,000 0.00001 0.0005 250,000 27,778 350,000 Between August and October 2021, the Company and certain investors entered into subscription agreements for a private placement of units of the Company securities (the 2021 Private Placements”) where each unit (a “Unit” and collectively the “Units”) is comprised of (i) one (1) share of the Company’s Common Stock and (ii) one common stock purchase warrant to purchase an additional share of the Company’s Common Stock through the second anniversary thereof at a per share exercise price of $0.0002. The price per unit is $0.0001. Subscription agreements for an aggregate of $ 900,000 Through September 30, 2021, the Company received a total of $ 170,000 from these subscription proceeds and in consideration thereof issued 1,700,000,000 shares of Common Stock and warrants for an additional 1,700,000,000 shares of Common Stock. See Note 5 (Subsequent Events”) |
STOCK OPTIONS
STOCK OPTIONS | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK OPTIONS | NOTE 4 - STOCK OPTIONS On June 21, 2021, the board of directors of the Company approved the 2021 Equity Incentive Plan (the “2021 Plan”) pursuant to which the Company may issue awards, from time to time, consisting of non-qualified stock options, restricted stock grants and restricted stock units. In addition, stock option awards that qualify under Section 102 of the Israeli Tax Ordinance (New Version) 1961 (the “ITO”), and/or under Section 3(i) of the ITO, may be granted. On June 28, 2021, the Board of Directors of the Company approved the issuance of options to purchase 6,800,000,000 6,800,000,000 0.001 The fair value of the options was determined using the Black-Scholes pricing model, assuming a risk free rate of 0.27 %, a volatility factor of 342 %, dividend yields of 0 % and an expected life of 4 years and was estimated at $ 5,436,000 The following table presents the Company’s stock option activity during the nine months ended September 30, 2021: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Average Exercise Price Outstanding at December 31,2020 - - Granted 6,800,000,000 0.001 Exercised - - Forfeited or expired - - Outstanding at September 30,2021 6,800,000,000 0.001 Number of options exercisable at September 30, 2021 - - The aggregate intrinsic value of the awards outstanding as of September 30, 2021 is zero. These amounts represent the total intrinsic value, based on the Company’s stock price of $ 0.0006 The stock options outstanding as of September 30, 2021, have been separated into exercise prices, as follows: SCHEDULE OF STOCK OPTION OUTSTANDING RANGE OF EXERCISE PRICE Exercise price Stock options outstanding Weighted average remaining contractual life – years Stock options vested As of September 30, 2021 0.001 6,800,000,000 3.75 - 6,800,000,000 3.75 - Compensation expense recorded by the Company in respect of its stock-based compensation awards for the period of nine and three months ended September 30, 2021 was $ 1,041,342 and are included in General and Administrative expenses in the Statements of Operations. The Company had committed to issue 3,900,000,000 390,000 |
RELATED PARTIES
RELATED PARTIES | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 5 – RELATED PARTIES A. Transactions and balances with related parties SCHEDULE OF RELATED PARTY EXPENSES 2021 2020 2021 2020 Nine months ended September 30 Three months ended September 30 2021 2020 2021 2020 General and administrative expenses: Salaries and fees to officers 92,849 81,377 34,056 51,791 Research and development expenses: Salaries and fees to officers 61,921 46,779 21,600 31,357 WORLD HEALTH ENERGY HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) B. Balances with related parties and officers: As of September 30, As of December 31, 2021 2020 Other current assets 1,634 - Other accounts liabilities 120,000 191,994 Long term loan from related party 2,025,049 1,812,704 Liability for employee rights upon retirement 115,550 95,451 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 – COMMITMENTS AND CONTINGENCIES In December 16, 2020 the Company signed a lease agreement effective as from January 1, 2021, for office space in Herzliya, Israel for a period of 3 5,000 additional 1 year 5,500 221,261 213,184 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 A hearing was set for January 6, 2021 whereupon mediation was ordered. The Company has been in discussions with EL to resolve this issue. WORLD HEALTH ENERGY HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 7 – SUBSEQUENT EVENTS A. Following the effectiveness of the Amendment referred to in Note 3, the Company issued 387,000,000,000 shares of the Company’s common stock to UCG, Inc., a Florida corporation owned jointly by Gaya Rozensweig and George Baumeohl, the Company’s directors. upon the automatic conversion of all 3,870,000 outstanding shares of the Company’s Series B Preferred Shares issued in April 2020 in connection with the acquisition of RNA, Ltd. From UCG, Inc. The terms of the Series B Preferred Stock are described in Note 1B above. B. Between October 1, 2021 and the filing of this report the Company received additional subscription gross proceeds of $ 216,000 2,160,000,000 two year period, for an additional 2,160,000,000 0.0002 . C. On November 10, 2021, the Company entered into an agreement with a consultant with a term of 12 months under which it undertook to issue to the Consultant restricted stock for services rendered during the initial six months, representing $ 150,000 15,000 |
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 Statements | Unaudited Interim Financial Statements The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiary, prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with the instructions to Form 10-Q. In the opinion of management, the financial statements presented herein have not been audited by an independent registered public accounting firm but include all material adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the financial condition, results of operations and cash flows for the nine-months ended September 30, 2021. However, these results are not necessarily indicative of results for any other interim period or for the year ended December 31, 2021. The preparation of financial statements in conformity with GAAP requires the Company to make certain estimates and assumptions for the reporting periods covered by the financial statements. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses. Actual amounts could differ from these estimates. Certain information and footnote disclosures normally included in financial statements in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the U.S. Securities and Exchange Commission (“SEC”). These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report on published on the OTCIQ Alternative Reporting System, for the year ended December 31, 2021. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements are prepared in accordance with US GAAP. The consolidated financial statements of the Company include the Company and its wholly-owned and majority-owned subsidiaries. All inter-company balances and transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, certain revenues and expenses, and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates. As applicable to these financial statements, the most significant estimates and assumptions relate to the going concern assumptions, stock based compensation and estimations in respect of service period upon issuance of shares to services provider. WORLD HEALTH ENERGY HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continue) |
Leases | Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities in our consolidated balance sheets. ROU assets represent Company’s right to use an underlying asset for the lease term and lease liabilities represent Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, the Company generally uses the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. |
Stock-based compensation | Stock-based compensation The Company measures and recognizes the compensation expense for all equity-based payments to employees based on their estimated fair values in accordance with ASC 718, “Compensation-Stock Compensation”. Share-based payments including grants of stock options are recognized in the statement of comprehensive loss as an operating expense based on the fair value of the award at the date of grant. The fair value of stock options granted is estimated using the Black-Scholes option-pricing model. The Company has expensed compensation costs, net of estimated forfeitures, applying the accelerated vesting method, over the requisite service period or over the implicit service period when a performance condition affects the vesting, and it is considered probable that the performance condition will be achieved. Share-based payments awarded to consultants (non-employees) are accounted for in accordance with ASC Topic 505-50, “Equity-Based Payments to Non-Employees”. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) 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”). The guidance in ASU 2020-06 simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to separately present certain conversion features in equity. In addition, the amendments in the ASU 2020-06 also simplify the guidance in ASC Subtopic 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity, by removing certain criteria that must be satisfied in order to classify a contract as equity, which is expected to decrease the number of freestanding instruments and embedded derivatives accounted for as assets or liabilities. Finally, the amendments revise the guidance on calculating earnings per share, requiring use of the if-converted method for all convertible instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets. WORLD HEALTH ENERGY HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) The amendments in ASU 2020-06 are effective for the Company for fiscal years beginning after December 15, 2021. Early adoption is permitted. The guidance must be adopted as of the beginning of the fiscal year of adoption. The Company is currently evaluating the impact of this new guidance, but does not expect it to have a material impact on its financial statements. |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
SCHEDULE OF STOCK OPTION ACTIVITY | The following table presents the Company’s stock option activity during the nine months ended September 30, 2021: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Average Exercise Price Outstanding at December 31,2020 - - Granted 6,800,000,000 0.001 Exercised - - Forfeited or expired - - Outstanding at September 30,2021 6,800,000,000 0.001 Number of options exercisable at September 30, 2021 - - |
SCHEDULE OF STOCK OPTION OUTSTANDING RANGE OF EXERCISE PRICE | The stock options outstanding as of September 30, 2021, have been separated into exercise prices, as follows: SCHEDULE OF STOCK OPTION OUTSTANDING RANGE OF EXERCISE PRICE Exercise price Stock options outstanding Weighted average remaining contractual life – years Stock options vested As of September 30, 2021 0.001 6,800,000,000 3.75 - 6,800,000,000 3.75 - |
RELATED PARTIES (Tables)
RELATED PARTIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF RELATED PARTY EXPENSES | A. Transactions and balances with related parties SCHEDULE OF RELATED PARTY EXPENSES 2021 2020 2021 2020 Nine months ended September 30 Three months ended September 30 2021 2020 2021 2020 General and administrative expenses: Salaries and fees to officers 92,849 81,377 34,056 51,791 Research and development expenses: Salaries and fees to officers 61,921 46,779 21,600 31,357 WORLD HEALTH ENERGY HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) B. Balances with related parties and officers: As of September 30, As of December 31, 2021 2020 Other current assets 1,634 - Other accounts liabilities 120,000 191,994 Long term loan from related party 2,025,049 1,812,704 Liability for employee rights upon retirement 115,550 95,451 |
GENERAL (Details Narrative)
GENERAL (Details Narrative) - USD ($) | Oct. 02, 2021 | Apr. 27, 2020 | Jun. 21, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Oct. 07, 2021 | Oct. 06, 2021 | Aug. 31, 2021 | Dec. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Common Stock, Shares Authorized | 110,000,000,000 | 110,000,000,000 | 110,000,000,000 | ||||||||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||
Stockholders' Equity, Reverse Stock Split | Company’s 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 1,000-to-1 and 15,000-to-1 (the “Reverse Stock Split”), when and as determined by the Company’s Board of Directors | ||||||||||
Cash and Cash Equivalents, at Carrying Value | $ 53,369 | $ 53,369 | $ 359,949 | ||||||||
Net Income (Loss) Attributable to Parent | 2,032,470 | $ 268,150 | 2,505,450 | $ 496,223 | |||||||
Retained Earnings (Accumulated Deficit) | 4,002,087 | 4,002,087 | $ 1,496,637 | ||||||||
[custom:WorkingCapital-0] | $ 942,239 | $ 942,239 | |||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Merger Agreement [Member] | Series B Convertible Preferred Stock [Member] | UCG, INC. [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Number of shares issued | 3,870,000 | ||||||||||
Preferred stock, par value | $ 0.0007 | ||||||||||
Merger Agreement [Member] | Series B Preferred Stock [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Number of shares converted | 100,000 | ||||||||||
Number of common stock issued on conversion | 387,000,000,000 | ||||||||||
Subsequent Event [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Common Stock, Shares Authorized | 750,000,000,000 | 110,000,000,000 | |||||||||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.0007 | |||||||||
Number of shares issued | 2,160,000,000 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Aug. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Number of shares issued for services | 500,000,000 | |||
Common stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 |
Shares issued price per share | $ 0.0005 | |||
Allocation of share based compensation | $ 250,000 | |||
Share based compensation | $ 27,778 | $ 1,041,342 | ||
Milestone payment | $ 350,000 | |||
[custom:SubscriptionAgreementDescription] | Between August and October 2021, the Company and certain investors entered into subscription agreements for a private placement of units of the Company securities (the 2021 Private Placements”) where each unit (a “Unit” and collectively the “Units”) is comprised of (i) one (1) share of the Company’s Common Stock and (ii) one common stock purchase warrant to purchase an additional share of the Company’s Common Stock through the second anniversary thereof at a per share exercise price of $0.0002. The price per unit is $0.0001. Subscription agreements for an aggregate of $900,000 provide that the investors are to remit the subscription proceeds at the time of investment and in three month intervals thereafter, in each case in amounts equal to 20% of their committed amounts. Subscription agreements for a total of $170,000 were remitted at the time of execution. | |||
Subscription Agreement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Proceeds from Issuance of Private Placement | $ 170,000 | |||
[custom:NumberOfCommonStockAndWarrantsIssued] | 1,700,000,000 | |||
Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants | $ 1,700,000,000 | |||
Subscription Agreement [Member] | Investor [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Proceeds from subscription | $ 900,000 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - $ / shares | Jun. 28, 2021 | Sep. 30, 2021 |
Share-based Payment Arrangement [Abstract] | ||
Shares, Outstanding, Beginning Balance | ||
Weighted Average Exercise Price, Outstanding, Beginning | ||
Shares, Granted | 6,800,000,000 | |
Weighted Average Exercise Price, Granted | $ 0.001 | |
Shares, Exercised | ||
Weighted average exercise price, Exercised | ||
Shares, Forfeited or expired | ||
Weighted Average Exercise Price,Forfeited or expired | ||
Shares, Outstanding, Ending Balance | 6,800,000,000 | |
Weighted Average Exercise Price, Outstanding, Ending | $ 0.001 | |
Number of options exercisable | ||
Weighted Average Exercise Price, number of option exercisable | $ 0.001 |
SCHEDULE OF STOCK OPTION OUTSTA
SCHEDULE OF STOCK OPTION OUTSTANDING RANGE OF EXERCISE PRICE (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Offsetting Assets [Line Items] | |
Number Outstanding, Options Outstanding | 6,800,000,000 |
Weighted Average Remaining Contractual Life-years, Options Outstanding | 3 years 9 months |
Stock options vested, Outstanding | |
Exercise Price Range One [Member] | |
Offsetting Assets [Line Items] | |
Exercise Price Range, upper limit | $ / shares | $ 0.001 |
Number Outstanding, Options Outstanding | 6,800,000,000 |
Weighted Average Remaining Contractual Life-years, Options Outstanding | 3 years 9 months |
Stock options vested, Outstanding |
STOCK OPTIONS (Details Narrativ
STOCK OPTIONS (Details Narrative) - USD ($) | Jun. 28, 2021 | Aug. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of issuance of option purchased | 6,800,000,000 | |||
Exercise price of exercisable | $ 0.001 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.27% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 342.00% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 4 years | |||
Expected estimated amount of option | $ 5,436,000 | |||
Stock price | $ 0.0006 | $ 0.0006 | ||
Share-based Payment Arrangement, Noncash Expense | $ 27,778 | $ 1,041,342 | ||
Shares issued for services | 500,000,000 | |||
Value of shares issued for services | $ 250,000 | |||
Board of Directors [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of issuance of option purchased | 6,800,000,000 | |||
Board of Directors [Member] | First Anniversary Equal Installment [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of issuance of option purchased | 6,800,000,000 | |||
Consultant [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares issued for services | 3,900,000,000 | |||
Value of shares issued for services | $ 390,000 |
SCHEDULE OF RELATED PARTY EXPEN
SCHEDULE OF RELATED PARTY EXPENSES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Other current assets | $ 1,634 | $ 1,634 | |||
Other accounts liabilities | 120,000 | 120,000 | 191,994 | ||
Long term loan from related party | 2,025,049 | 2,025,049 | 1,812,704 | ||
Liability for employee rights upon retirement | 115,550 | 115,550 | $ 95,451 | ||
General and Administrative Expense [Member] | |||||
Salaries and fees to officers | 34,056 | $ 51,791 | 92,849 | $ 81,377 | |
Research and Development Expense [Member] | |||||
Salaries and fees to officers | $ 21,600 | $ 31,357 | $ 61,921 | $ 46,779 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) shares in Billions | Dec. 16, 2020 | Oct. 27, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Lessee, Lease, Description [Line Items] | ||||
Lease liability | $ 221,261 | |||
Right-of-use asset | $ 213,184 | |||
FSC Solutions Inc [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Number of shares issued for acquisitions | 70 | |||
Lease Agreement [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease term | 3 years | |||
Monthly payments | $ 5,000 | |||
Option to extend term | additional 1 year | |||
Additional monthly payment | $ 5,500 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Nov. 10, 2021 | Oct. 07, 2021 | Oct. 02, 2021 | Oct. 01, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Aug. 31, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||||||||
Common Stock, Shares, Outstanding | 91,989,407,996 | 91,989,407,996 | 89,789,407,996 | ||||||
Shares Issued, Price Per Share | $ 0.0005 | ||||||||
Number of shares for restricted stock value | $ 250,000 | ||||||||
Consultant [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of shares for restricted stock value | $ 390,000 | ||||||||
Restricted Stock [Member] | Consultant [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of shares for restricted stock value | $ 150,000 | ||||||||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Proceeds from private placement | $ 216,000 | ||||||||
Stock issued, shares | 2,160,000,000 | ||||||||
Warrants outstanding | 2,160,000,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 2 years | ||||||||
Additional stock exercisable | 2,160,000,000 | ||||||||
Shares Issued, Price Per Share | $ 0.0002 | ||||||||
Subsequent Event [Member] | Consultant [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Monthly payment | $ 15,000 | ||||||||
UCG, INC. [Member] | Subsequent Event [Member] | Series B Convertible Preferred Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Common Stock, Shares, Outstanding | 3,870,000 | ||||||||
Common Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock issued, shares | 1,700,000,000 | ||||||||
Number of shares for restricted stock value | $ 5,000 | ||||||||
Common Stock [Member] | UCG, INC. [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Conversion of stock shares issuable | 387,000,000,000 |