Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 22, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-30256 | |
Entity Registrant Name | WORLD HEALTH ENERGY HOLDINGS, INC. | |
Entity Central Index Key | 0000943535 | |
Entity Tax Identification Number | 59-2762023 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 1825 NW Corporate Blvd. Suite 110 | |
Entity Address, City or Town | Boca Raton | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33431 | |
City Area Code | (561) | |
Local Phone Number | 870-0440 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 503,002,741,330 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 407,979 | $ 46,022 |
Accounts receivable, net | 12,433 | 10,022 |
Payments on account of investment | 900,000 | 900,000 |
Other current assets | 175,964 | 356,131 |
T o t a l Current assets | 1,496,376 | 1,312,175 |
Right Of Use asset arising from operating lease | 176,328 | 201,518 |
Long term prepaid expenses | 22,857 | 25,723 |
Property and Equipment, Net | 36,153 | 27,777 |
Funds in respect of employee rights upon termination | 20,652 | 21,182 |
T o t a l assets | 1,752,366 | 1,588,375 |
Current Liabilities | ||
Accounts payable | 92,497 | 80,059 |
Right Of Use liabilities arising from operating lease | 42,733 | 45,756 |
Other account liabilities | 588,268 | 638,388 |
T o t a l current liabilities | 723,498 | 764,203 |
Liability for employee rights upon retirement | 152,663 | 157,860 |
Long term loan from parent company | 2,012,339 | 2,012,339 |
Right Of Use liabilities arising from operating lease | 132,026 | 173,227 |
T o t a l liabilities | 3,020,526 | 3,107,629 |
Stockholders’ Deficit | ||
Preferred stock, value | 3,500 | 3,500 |
Common stock, par $0.00001, 750,000,000,000 shares authorized at June 30, 2022 and December 31, 2021. 493,002,741,330 and 488,499,407,996 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively. | 66,884,719 | 66,839,685 |
Additional paid-in capital | (57,929,134) | (62,263,494) |
Proceeds on account of shares | 250,000 | |
Foreign currency translation adjustments | (5,495) | (5,495) |
Accumulated deficit | (10,471,750) | (6,093,450) |
T o t a l stockholders’ deficit | (1,268,160) | (1,519,254) |
T o t a l liabilities and stockholders’ deficit | 1,752,366 | 1,588,375 |
Series B Convertible Preferred Stock [Member] | ||
Stockholders’ Deficit | ||
Preferred stock, value |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value | $ 0.0007 | $ 0.0007 |
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 | 750,000,000,000 | 750,000,000,000 |
Common stock, shares issued | 493,002,741,330 | 488,499,407,996 |
Common stock, shares outstanding | 493,002,741,330 | 488,499,407,996 |
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 outstanding | 0 | 0 |
Preferred stock, shares issued | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | ||||
Revenues | $ 11,212 | $ 48,801 | $ 43,754 | $ 81,450 |
Research and development expenses | (119,518) | (81,089) | (243,024) | (253,860) |
General and administrative expenses | (147,704) | (145,169) | (270,341) | (269,654) |
Share based compensation expenses | (2,518,832) | (3,945,323) | ||
Operating loss | (2,774,842) | (177,457) | (4,414,934) | (442,064) |
Financing income (expenses), net | 33,338 | (29,432) | 36,634 | (30,916) |
Net loss | (2,741,504) | (206,889) | (4,378,300) | (472,980) |
Comprehensive loss | $ (2,741,504) | $ (206,889) | $ (4,378,300) | $ (472,980) |
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] | Proceeds On Account Of Shares [Member] | Foreign Currency Translation Adjustments [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 2,709 | $ 3,500 | $ 62,852,585 | $ (63,339,224) | $ (5,495) | $ (1,496,637) | $ (1,982,562) | |
Beginning balance, shares at Dec. 31, 2020 | 3,870,000 | 5,000,000 | 89,789,407,996 | |||||
Comprehensive loss | (266,091) | (266,091) | ||||||
Ending balance, value at Mar. 31, 2021 | $ 2,709 | $ 3,500 | $ 62,852,585 | (63,339,224) | (5,495) | (1,762,728) | (2,248,653) | |
Ending balance, shares at Mar. 31, 2021 | 3,870,000 | 5,000,000 | 89,789,407,996 | |||||
Beginning balance, value at Dec. 31, 2020 | $ 2,709 | $ 3,500 | $ 62,852,585 | (63,339,224) | (5,495) | (1,496,637) | (1,982,562) | |
Beginning balance, shares at Dec. 31, 2020 | 3,870,000 | 5,000,000 | 89,789,407,996 | |||||
Comprehensive loss | (472,980) | |||||||
Ending balance, value at Jun. 30, 2021 | $ 2,709 | $ 3,500 | $ 62,852,585 | (63,339,224) | (5,495) | (1,969,617) | (2,455,542) | |
Ending balance, shares at Jun. 30, 2021 | 3,870,000 | 5,000,000 | 89,789,407,996 | |||||
Beginning balance, value at Mar. 31, 2021 | $ 2,709 | $ 3,500 | $ 62,852,585 | (63,339,224) | (5,495) | (1,762,728) | (2,248,653) | |
Beginning balance, shares at Mar. 31, 2021 | 3,870,000 | 5,000,000 | 89,789,407,996 | |||||
Comprehensive loss | (206,889) | (206,889) | ||||||
Ending balance, value at Jun. 30, 2021 | $ 2,709 | $ 3,500 | $ 62,852,585 | (63,339,224) | (5,495) | (1,969,617) | (2,455,542) | |
Ending balance, shares at Jun. 30, 2021 | 3,870,000 | 5,000,000 | 89,789,407,996 | |||||
Beginning balance, value at Dec. 31, 2021 | $ 3,500 | $ 66,839,685 | (62,263,494) | (5,495) | (6,093,450) | (1,519,254) | ||
Beginning balance, shares at Dec. 31, 2021 | 5,000,000 | 488,499,407,996 | ||||||
Issuance of shares | $ 28,400 | 255,600 | 284,000 | |||||
Issuance of shares, shares | 2,840,000,000 | |||||||
Share based payment to employees and service providers | 1,310,239 | 1,310,239 | ||||||
Share based payment to employees and service providers, shares | ||||||||
Proceeds on account of shares | 290,000 | 290,000 | ||||||
Comprehensive loss | (1,636,796) | (1,636,796) | ||||||
Ending balance, value at Mar. 31, 2022 | $ 3,500 | $ 66,868,085 | (60,697,655) | 290,000 | (5,495) | (7,730,246) | (1,271,811) | |
Ending balance, shares at Mar. 31, 2022 | 5,000,000 | 491,339,407,996 | ||||||
Beginning balance, value at Dec. 31, 2021 | $ 3,500 | $ 66,839,685 | (62,263,494) | (5,495) | (6,093,450) | (1,519,254) | ||
Beginning balance, shares at Dec. 31, 2021 | 5,000,000 | 488,499,407,996 | ||||||
Comprehensive loss | (4,378,300) | |||||||
Ending balance, value at Jun. 30, 2022 | $ 3,500 | $ 66,884,719 | (57,929,134) | 250,000 | (5,495) | (10,471,750) | (1,268,160) | |
Ending balance, shares at Jun. 30, 2022 | 5,000,000 | 493,002,741,330 | ||||||
Beginning balance, value at Mar. 31, 2022 | $ 3,500 | $ 66,868,085 | (60,697,655) | 290,000 | (5,495) | (7,730,246) | (1,271,811) | |
Beginning balance, shares at Mar. 31, 2022 | 5,000,000 | 491,339,407,996 | ||||||
Issuance of shares | $ 16,333 | 310,917 | (40,000) | 287,250 | ||||
Issuance of shares, shares | 1,633,333,334 | |||||||
Share based payment to employees and service providers | $ 300 | 2,457,605 | 2,457,905 | |||||
Share based payment to employees and service providers, shares | 30,000,000 | |||||||
Comprehensive loss | (2,741,504) | (2,741,504) | ||||||
Ending balance, value at Jun. 30, 2022 | $ 3,500 | $ 66,884,719 | $ (57,929,134) | $ 250,000 | $ (5,495) | $ (10,471,750) | $ (1,268,160) | |
Ending balance, shares at Jun. 30, 2022 | 5,000,000 | 493,002,741,330 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss for the period | $ (4,378,300) | $ (472,980) |
Adjustments required to reconcile net loss for the period to net cash used in operating activities: | ||
Depreciation and amortization | 4,930 | 3,456 |
Increase (decrease) in liability for employee rights upon retirement | (5,197) | 26,301 |
Share based compensation | 3,945,323 | |
Interest on lease liability | (19,034) | (11,613) |
Increase in accounts receivable | (2,411) | (14,951) |
Increase in other current assets | 8,668 | (11,017) |
Increase (decrease) in accounts payable | 12,438 | (3,571) |
Increase (decrease) in other accounts liabilities | (50,120) | 13,686 |
Net cash used in operating activities | (483,703) | (470,689) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Loans received from (granted to) related parties | 7,186 | (5,226) |
Proceeds from related parties | (6,515) | |
Loan to investee company | (10,000) | |
Increase in asset for employee rights upon retirement | 530 | |
Purchase of property and equipment | (13,306) | |
Net cash provided by (used in) investing activities | (15,590) | (11,741) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from stock issued for cash | 611,250 | |
Payments on account of shares | 250,000 | |
Loan received from parent company | 167,736 | |
Net cash provided by financing activities | 861,250 | 167,736 |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 361,957 | (314,694) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 46,022 | 359,949 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 407,979 | 45,255 |
Non cash transactions: | ||
Initial recognition of operating lease right-of-use assets | 242,906 | |
Initial recognition of operating lease liability | $ (242,906) |
GENERAL
GENERAL | 6 Months Ended |
Jun. 30, 2022 | |
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. CrossMobile investment agreement On March 22, 2022 the Company, CrossMobile Sp. z o.o, a company formed under the laws of Poland (“CrossMobile”) and the shareholders of CrossMobile (of which Mr. Giora Rozensweig, holds 40.67% and Mr. George Baumeohl holds 3.33% , of the issued preferred share capital of CrossMobile), entered into an Investment Agreement (the “Agreement”) pursuant to which the Company is to purchase 26% of the outstanding common share capital of CrossMobile on a fully diluted basis, in consideration of the issuance by the Company to CrossMobile of 10,000,000,000 restricted shares of Company common stock (the “Initial Investment”). The preferred share capital of CrossMobile provides certain privileges, including the right to participate in CrossMobile shareholder meetings at a rate of two votes for each preferred share and preference as to distribution of dividends at a rate equal to twice the dividends distributed to the holders of the common shares in CrossMobile CrossMobile filed an application with the Polish Companies Registrar on June 22, 2022 to increase CrossMobile’s share capital in order to effectuate the issuance to WHEN of the CrossMobile ordinary shares representing 26 10,000,000,000 26 10,000,000,000 CrossMobile is a licensed mobile virtual network operator (“MVNO”) in Poland, providing the necessary licenses and key infrastructure in the EU. With its involvement in CrossMobile, the Company expects to provide advanced cybersecurity solutions and other next-generation value-added services to CrossMobile’s future product offerings. In addition, through January 22, 2024, the Company has the option to purchase additional shares of CrossMobile, such that following such additional purchase, the Company shall hold approximately 51% WORLD HEALTH ENERGY HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE 1 – GENERAL (continue) B. 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 June 30, 2022, the Group had $ 407,979 10,471,750 772,878 4,378,300 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 during 2022). 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. C. 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. D. COVID-19 The COVID-19 pandemic continues to create business and economic uncertainty and volatility in the global markets. Many countries around the world are experiencing further outbreaks of the pandemic, following which governments are once again imposing various restrictions. At the same time, there is a recovery trend in the volume of economic activity around the world that leads on one hand, to significant demand for certain products and services and on the other hand, disruptions to worldwide supply chain routes and some raw materials. The Group continues to take measures to ensure the health and safety of its employees, suppliers, other business partners and the communities in which it operates in order to ensure, among others, the operation level, the proper functioning of its facilities and to minimize the pandemic’s potential impact on its business. Manufacturing continues at the Group’s sites without interruptions. However, there is still a difficulty in assessing the future impacts of the pandemic on the Group’s operations, inter alia, in light of the uncertainty of its duration, the extent of its intensity and effects on global supply chains and global markets, and additional countermeasures that may be taken by governments and central banks. WORLD HEALTH ENERGY HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2022 | |
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 six-months ended June 30, 2022. However, these results are not necessarily indicative of results for any other interim period or for the year ended December 31, 2022. 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, 2022. 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 and share based compensation. WORLD HEALTH ENERGY HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continue) Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board 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. 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 | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
COMMON STOCK | NOTE 3 – COMMON STOCK 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 0.0001 900,000 151,250 1,140,000,000 1,140,000,000 During the six months ended June 30, 2022, the Company and certain investors entered into subscription agreements for a private placement of units of the Company securities in an aggregated amount of $ 500,000 0.0002 0.0001 5% 500,000 2,500,000,000 2,500,000,000 In May 2022, the Company and certain investors entered into subscription agreements for a private placement of units of the Company securities (the May 2022 Private Placements”) in an aggregated amount of $ 250,000 0.0006 0.0003 833,333,334 833,333,334 On May 19, 2022 the Company issued 30,000,000 9,000 WORLD HEALTH ENERGY HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) |
STOCK OPTIONS
STOCK OPTIONS | 6 Months Ended |
Jun. 30, 2022 | |
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. Mr. Tromer, the CEO of CrossMobile, was appointed to the Company’s advisory board in February 2022. In connection with his service on the advisory board, on February 14, 2022, he was awarded options under the Company’s 2021 Equity Incentive Plan to purchase 6,000,000,000 0.0001 25% 1,500,000,000 400,000,000 The fair value of the options was determined using the Black-Scholes pricing model, assuming a risk free rate of 1.85 397 0 6.25 2,400,000 On January 1, 2022, the Company granted options to purchase 400,000,000 100,000,000 3 The fair value of the options was determined using the Black-Scholes pricing model, assuming a risk free rate of 1.12% , a volatility factor between 391% , dividend yields of 0% and an expected life of 6.25 years and was estimated at $ 200,000 . On May 15, 2022, the Company granted options under the 2021 Plan (2021) to directors, employees and service providers to purchase an aggregate of 34,900,000,000 0.0001 5,000,000,000 The options vest on an annual basis with 25% of the option grant vesting on each anniversary of the option grant. Following vesting the options are exercisable through the sixth month anniversary following the last instalment vesting date. The fair value of the options was determined using the Black-Scholes pricing model, assuming a risk free rate of 2.84% 305.1% 0% 6.25 13,959,141 WORLD HEALTH ENERGY HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) The following table presents the Company’s stock option activity during the six months ended June 30, 2022: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Average Exercise Price Outstanding at December 31,2021 6,800,000,000 0.0001 Granted 6,400,000,000 0.0001 Exercised - - Forfeited or expired - - Outstanding at March 31,2022 13,200,000,000 0.0001 Granted 34,900,000,000 0.0001 Exercised - - Forfeited or expired - - Outstanding at June 30,2022 48,100,000,000 0.0001 Number of options exercisable at June 30, 2022 3,541,666,667 0.0001 The aggregate intrinsic value of the awards outstanding as of June 30, 2022 is 19,240,000 0.0005 The stock options outstanding as of June 30, 2022, have been separated into exercise prices, as follows: SCHEDULE OF STOCK OPTIONS OUTSTANDING RANGE OF EXERCISE PRICE Exercise price Stock options outstanding Weighted average remaining contractual life – years Stock options vested As of June 30, 2022 0.0001 48,100,000,000 3.72 3,541,666,667 48,100,000,000 3.72 3,541,666,667 The stock options outstanding as of December 31, 2021, have been separated into exercise prices, as follows: Exercise price Stock options outstanding Weighted average remaining contractual life – years Stock options vested As of December 31, 2021 0.0001 6,800,000,000 3.49 - 6,800,000,000 3.49 - Compensation expense recorded by the Company in respect of its stock-based compensation awards for the period of six months ended June 30, 2022 was $ 3,759,144 WORLD HEALTH ENERGY HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) |
RELATED PARTIES
RELATED PARTIES | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 5 – RELATED PARTIES A. Transactions and balances with related parties SCHEDULE OF RELATED PARTY EXPENSES 2022 2021 2022 2021 Six months ended June 30 Three months ended June 30 2022 2021 2022 2021 General and administrative expenses: Salaries and fees to officers 2,028,654 58,793 1,067,882 19,380 (*) of which share based compensation 1,943,090 - 1,023,625 - Share based compensation 1,943,090 - 1,023,625 - Research and development expenses: Salaries and fees to officers 69,723 40,321 46,308 17,668 (*) of which share based compensation 26,040 - 26,040 - Share based compensation 26,040 - 26,040 - B. Balances with related parties and officers: As of June 30, As of December 31, 2022 2021 Other current assets - 7,186 Other accounts liabilities 120,000 120,000 Liability for employee rights upon retirement 167,731 213,371 Long term loan from related party 2,012,339 2,012,339 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 6 – SUBSEQUENT EVENTS On July 13, 2022 the Company issued 10,000,000,000 26 On August 10, 2022, the Company entered into follow on agreement with a consultant providing investor relations services since November 2021 pursuant to which the Company undertook to issue to the Consultant an additional 300 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
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 six-months ended June 30, 2022. However, these results are not necessarily indicative of results for any other interim period or for the year ended December 31, 2022. 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, 2022. |
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 and share based compensation. WORLD HEALTH ENERGY HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continue) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board 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. 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) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF STOCK OPTION ACTIVITY | The following table presents the Company’s stock option activity during the six months ended June 30, 2022: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Average Exercise Price Outstanding at December 31,2021 6,800,000,000 0.0001 Granted 6,400,000,000 0.0001 Exercised - - Forfeited or expired - - Outstanding at March 31,2022 13,200,000,000 0.0001 Granted 34,900,000,000 0.0001 Exercised - - Forfeited or expired - - Outstanding at June 30,2022 48,100,000,000 0.0001 Number of options exercisable at June 30, 2022 3,541,666,667 0.0001 |
SCHEDULE OF STOCK OPTIONS OUTSTANDING RANGE OF EXERCISE PRICE | The stock options outstanding as of June 30, 2022, have been separated into exercise prices, as follows: SCHEDULE OF STOCK OPTIONS OUTSTANDING RANGE OF EXERCISE PRICE Exercise price Stock options outstanding Weighted average remaining contractual life – years Stock options vested As of June 30, 2022 0.0001 48,100,000,000 3.72 3,541,666,667 48,100,000,000 3.72 3,541,666,667 The stock options outstanding as of December 31, 2021, have been separated into exercise prices, as follows: Exercise price Stock options outstanding Weighted average remaining contractual life – years Stock options vested As of December 31, 2021 0.0001 6,800,000,000 3.49 - 6,800,000,000 3.49 - |
RELATED PARTIES (Tables)
RELATED PARTIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF RELATED PARTY EXPENSES | A. Transactions and balances with related parties SCHEDULE OF RELATED PARTY EXPENSES 2022 2021 2022 2021 Six months ended June 30 Three months ended June 30 2022 2021 2022 2021 General and administrative expenses: Salaries and fees to officers 2,028,654 58,793 1,067,882 19,380 (*) of which share based compensation 1,943,090 - 1,023,625 - Share based compensation 1,943,090 - 1,023,625 - Research and development expenses: Salaries and fees to officers 69,723 40,321 46,308 17,668 (*) of which share based compensation 26,040 - 26,040 - Share based compensation 26,040 - 26,040 - B. Balances with related parties and officers: As of June 30, As of December 31, 2022 2021 Other current assets - 7,186 Other accounts liabilities 120,000 120,000 Liability for employee rights upon retirement 167,731 213,371 Long term loan from related party 2,012,339 2,012,339 |
GENERAL (Details Narrative)
GENERAL (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||||
Jan. 22, 2024 | Aug. 10, 2022 | Jul. 22, 2022 | Jul. 13, 2022 | Jun. 22, 2022 | Mar. 22, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Cash and cash equivalents | $ 407,979 | $ 407,979 | $ 46,022 | ||||||||
Accumulated deficit | 10,471,750 | 10,471,750 | $ 6,093,450 | ||||||||
Working capital | 772,878 | 772,878 | |||||||||
Net income losses | $ 2,741,504 | $ 206,889 | $ 4,378,300 | $ 472,980 | |||||||
Subsequent Event [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 300,000,000 | 10,000,000,000 | |||||||||
Cross Mobile Investment Agreement [Member] | Subsequent Event [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Additional share capital percentage | 51% | ||||||||||
Cross Mobile Investment Agreement [Member] | Common Stock [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Purchase Price of Common Stock, Percent | 26% | 26% | 26% | ||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 10,000,000,000 | 10,000,000,000 | 10,000,000,000 | ||||||||
Cross Mobile Investment Agreement [Member] | Giora Rosenzweig [Member] | Cross Mobbnile [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Equity Method Investment, Ownership Percentage | 40.67% | ||||||||||
Cross Mobile Investment Agreement [Member] | George Baumoehl [Member] | Cross Mobbnile [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Equity Method Investment, Ownership Percentage | 3.33% |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
May 19, 2022 | May 31, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Subscription agreement description | 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. During the six months ended June 30, 2022, the Company received a total of $151,250 on account of these subscription and in consideration thereof issued 1,140,000,000 shares of Common Stock and warrants for an additional 1,140,000,000 shares of Common Stock and the balance is presented as proceeds on account of shares | ||||
Share price | $ 0.0005 | $ 0.0005 | |||
Shares issued, value | $ 287,250 | $ 284,000 | |||
Common Stock [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Stock issued, shares | 1,633,333,334 | 2,840,000,000 | |||
Shares issued, value | $ 16,333 | $ 28,400 | |||
Private Placement Two Thousand Twenty One [Member] | Subscription Agreements [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Exercise price | $ 0.0002 | 0.0002 | |||
Share price | 0.0001 | $ 0.0001 | |||
Aggregated amount | $ 900,000 | ||||
Private Placement Two Thousand Twenty One [Member] | Subscription Agreements [Member] | Common Stock [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from private placement | $ 151,250 | ||||
Stock issued, shares | 1,140,000,000 | ||||
Common stock warrants | 1,140,000,000 | ||||
Private Placement [Member] | Subscription Agreements [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Exercise price | $ 0.0006 | $ 0.0002 | $ 0.0002 | ||
Aggregated amount | $ 500,000 | ||||
Proceeds from private placement | $ 250,000 | ||||
Warrant exercise price increase | $ 0.0001 | ||||
Issued share capital, percent | 5% | ||||
Share price | $ 0.0003 | ||||
Private Placement [Member] | Subscription Agreements [Member] | Common Stock [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from private placement | $ 500,000 | ||||
Stock issued, shares | 30,000,000 | 833,333,334 | 2,500,000,000 | ||
Common stock warrants | 2,500,000,000 | ||||
Common stock and warrants issued | 833,333,334 | ||||
Shares issued, value | $ 9,000 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - $ / shares | 3 Months Ended | |
Jun. 30, 2022 | Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Number of options outstanding ending balance | 13,200,000,000 | 6,800,000,000 |
Weighted average exercise price, outstanding, ending | $ 0.0001 | $ 0.0001 |
Number of options, granted | 34,900,000,000 | 6,400,000,000 |
Weighted average exercise price, granted | $ 0.0001 | $ 0.0001 |
Number of options, exercised | ||
Weighted average exercise price, exercised | ||
Number of options, forfeited or expired | ||
Weighted average exercise price, forfeited or expired | ||
Number of options outstanding ending balance | 48,100,000,000 | 13,200,000,000 |
Weighted average exercise price, outstanding, ending | $ 0.0001 | $ 0.0001 |
Number of options exercisable | 3,541,666,667 | |
Weighted average exercise price, number of option exercisable | $ 0.0001 |
SCHEDULE OF STOCK OPTIONS OUTST
SCHEDULE OF STOCK OPTIONS OUTSTANDING RANGE OF EXERCISE PRICE (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Offsetting Assets [Line Items] | ||
Number outstanding, options outstanding | 48,100,000,000 | 6,800,000,000 |
Weighted average remaining contractual life-years, options outstanding | 3 years 8 months 19 days | 3 years 5 months 26 days |
Stock options vested, outstanding | 3,541,666,667 | |
Exercise Price Range One [Member] | ||
Offsetting Assets [Line Items] | ||
Exercise price | $ 0.0001 | $ 0.0001 |
Number outstanding, options outstanding | 48,100,000,000 | 6,800,000,000 |
Weighted average remaining contractual life-years, options outstanding | 3 years 8 months 19 days | 3 years 5 months 26 days |
Stock options vested, outstanding | 3,541,666,667 |
STOCK OPTIONS (Details Narrativ
STOCK OPTIONS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
May 15, 2022 | Feb. 14, 2022 | Jan. 01, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Options Granted | 34,900,000,000 | 6,400,000,000 | ||||
Options exercisable price | $ 0.0001 | $ 0.0001 | ||||
Dividend yields | 0% | 0% | 0% | |||
Risk free interest rate, maximum | 2.84% | 1.85% | ||||
Volatility factor maximum | 305.10% | 397% | ||||
Expected life | 6 years 3 months | 6 years 3 months | 6 years 3 months | |||
Shares issued, value | $ 287,250 | $ 284,000 | ||||
Options granted shares | 400,000,000 | |||||
Shares purchased | 100,000,000 | |||||
Expected life | 3 years | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested in Period, Fair Value | $ 200,000 | |||||
Aggregate intrinsic value outstanding | $ 19,240,000 | $ 19,240,000 | ||||
Share price | $ 0.0005 | $ 0.0005 | ||||
Compensation expense | $ 3,759,144 | |||||
Minimum [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Risk free interest rate, maximum | 1.12% | |||||
Volatility factor maximum | 391% | |||||
Options Held [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Shares issued, value | $ 13,959,141 | $ 2,400,000 | ||||
Directors Employees And Service Providers [Member] | Two Thousand Twenty One Plan [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Options exercisable price | $ 0.0001 | |||||
Stock options granted | 34,900,000,000 | |||||
Chief Executive Officer [Member] | Two Thousand Twenty One Plan [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Stock options granted | 5,000,000,000 | |||||
Options vesting, description | The options vest on an annual basis with 25% of the option grant vesting on each anniversary of the option grant. Following vesting the options are exercisable through the sixth month anniversary following the last instalment vesting date. | |||||
Cross Mobile Investment Agreement [Member] | Henryk Tomasz Tromer [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Options Granted | 6,000,000,000 | |||||
Options exercisable price | $ 0.0001 | |||||
Share vested | 400,000,000 | |||||
Cross Mobile Investment Agreement [Member] | Henryk Tomasz Tromer [Member] | First Anniversary [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Dividend yields | 25% | |||||
Share vested | 1,500,000,000 |
SCHEDULE OF RELATED PARTY EXPEN
SCHEDULE OF RELATED PARTY EXPENSES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Share based compensation | $ 2,518,832 | $ 3,945,323 | |||
Other current assets | $ 7,186 | ||||
Other accounts liabilities | 120,000 | 120,000 | 120,000 | ||
Liability for employee rights upon retirement | 167,731 | 167,731 | 213,371 | ||
Long term loan from related party | 2,012,339 | 2,012,339 | $ 2,012,339 | ||
General and Administrative Expense [Member] | |||||
Salaries and fees to officers | 1,067,882 | 19,380 | 2,028,654 | 58,793 | |
Share based compensation | 1,023,625 | 1,943,090 | |||
Research and Development Expense [Member] | |||||
Salaries and fees to officers | 46,308 | 17,668 | 69,723 | 40,321 | |
Share based compensation | $ 26,040 | $ 26,040 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - shares | Aug. 10, 2022 | Jul. 13, 2022 |
Subsequent Event [Line Items] | ||
Number of restricted stock, shares | 300,000,000 | 10,000,000,000 |
Percentage of equity stake | 26% |