Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 14, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
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 ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 111,436 | $ 46,022 |
Accounts receivable, net | 20,158 | 10,022 |
Advance on account of investment | 900,000 | |
Other current assets | 239,686 | 356,131 |
Total current assets | 371,280 | 1,312,175 |
Operating lease - Right of use asset | 177,385 | 201,518 |
Long term prepaid expenses | 22,580 | 25,723 |
Property and equipment, net | 37,545 | 27,777 |
Funds in respect of employee rights upon termination | 28,060 | 21,182 |
Investment in CrossMobile (note 1) | 4,835,733 | |
Total assets | 5,472,583 | 1,588,375 |
Current liabilities | ||
Accounts payable | 91,038 | 80,059 |
Current long term operating lease liability | 43,279 | 45,756 |
Other account liabilities | 405,300 | 638,388 |
Total current liabilities | 539,617 | 764,203 |
Liability for employee rights upon retirement | 159,247 | 157,860 |
Long term loan from parent company | 2,012,339 | 2,012,339 |
Long term operating lease liability | 119,196 | 173,227 |
Total liabilities | 2,830,399 | 3,107,629 |
Stockholders’ deficit | ||
Preferred stock, value | 3,500 | 3,500 |
Common stock, par $0.00001, 750,000,000,000 shares authorized at September 30, 2022 and December 31, 2021. 503,002,741,330 and 488,499,407,996 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively. | 66,984,719 | 66,839,685 |
Additional paid-in capital | (49,379,068) | (62,263,494) |
Proceeds on account of shares | 290,000 | |
Foreign currency translation adjustments | (5,495) | (5,495) |
Accumulated deficit | (15,251,472) | (6,093,450) |
Total stockholders’ equity (deficit) | 2,642,184 | (1,519,254) |
Total liabilities and stockholders’ deficit | 5,472,583 | 1,588,375 |
Series B Preferred Stock [Member] | ||
Stockholders’ deficit | ||
Preferred stock, value |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 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 issued | 5,000,000 | 5,000,000 |
Preferred stock, shares outstanding | 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 | 503,002,741,330 | 488,499,407,996 |
Common stock, shares outstanding | 503,002,741,330 | 488,499,407,996 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0007 | $ 0.0007 |
Preferred stock, shares authorized | 3,870,000 | 3,870,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Interim Condensed Consolidated
Interim Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | ||||
Revenues | $ 23,726 | $ 33,717 | $ 67,480 | $ 115,167 |
Research and development expenses | (111,570) | (120,701) | (354,593) | (374,561) |
General and administrative expenses | (106,828) | (466,847) | (377,168) | (736,501) |
Share based compensation expenses | (4,529,664) | (1,459,120) | (8,474,989) | (1,459,120) |
Operating loss | (4,724,336) | (2,012,951) | (9,139,270) | (2,455,015) |
Financing income (expenses), net | 8,881 | (19,519) | 45,515 | (50,435) |
Loss for the period | (4,715,455) | (2,032,470) | (9,093,755) | (2,505,450) |
Equity losses | (64,267) | (64,267) | ||
Net loss | $ (4,779,722) | $ (2,032,470) | $ (9,158,022) | $ (2,505,450) |
Basic and diluted net loss per share | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average number of shares outstanding used in computing basic and diluted net loss per share | 501,589,697,852 | 90,007,886,257 | 494,351,349,388 | 89,863,034,370 |
Interim Condensed Consolidate_2
Interim Condensed Consolidated Statements of Changes in Stockholders' 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 | $ 62,852,586 | $ (63,339,225) | $ (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 | |||||
Net loss | (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 | 3,870,000 | 5,000,000 | 89,789,407,996 | |||||
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 | 3,870,000 | 5,000,000 | 89,789,407,996 | |||||
Net loss | (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 | 3,870,000 | 5,000,000 | 91,989,407,996 | |||||
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 | 3,870,000 | 5,000,000 | 89,789,407,996 | |||||
Net loss | (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 | 3,870,000 | 5,000,000 | 89,789,407,996 | |||||
Issuance of shares | $ 17,000 | 153,000 | 170,000 | |||||
Issuance of shares, shares | 1,700,000,000 | |||||||
Net loss | (2,032,470) | (2,032,470) | ||||||
Share based compensation for services providers | 1,041,342 | 1,041,342 | ||||||
Issuance of shares in exchange for services | $ 5,000 | 245,000 | 250,000 | |||||
Issuance of shares in exchange for services, shares | 500,000,000 | |||||||
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 | 3,870,000 | 5,000,000 | 91,989,407,996 | |||||
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 service providers | 1,310,239 | 1,310,239 | ||||||
Proceeds on account of shares | 290,000 | 290,000 | ||||||
Net 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 | ||||||
Net loss | (9,158,022) | |||||||
Ending balance, value at Sep. 30, 2022 | $ 3,500 | $ 66,984,719 | (49,379,068) | 290,000 | (5,495) | (15,251,472) | 2,642,184 | |
Ending balance, shares at Sep. 30, 2022 | 5,000,000 | 503,002,741,330 | ||||||
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 | |||||||
Net loss | (2,741,504) | (2,741,504) | ||||||
Share based compensation for services providers | $ 300 | 2,457,605 | 2,457,905 | |||||
Share based payment to employees and service providers, shares | 30,000,000 | |||||||
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 | ||||||
Issuance of shares | $ 100,000 | 3,900,000 | 4,000,000 | |||||
Issuance of shares, shares | 10,000,000,000 | |||||||
Proceeds on account of shares | 40,000 | 40,000 | ||||||
Net loss | (4,779,722) | (4,779,722) | ||||||
Share based compensation for services providers | 4,650,066 | 4,650,066 | ||||||
Ending balance, value at Sep. 30, 2022 | $ 3,500 | $ 66,984,719 | $ (49,379,068) | $ 290,000 | $ (5,495) | $ (15,251,472) | $ 2,642,184 | |
Ending balance, shares at Sep. 30, 2022 | 5,000,000 | 503,002,741,330 |
Interim Condensed Consolidate_3
Interim Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss for the period | $ (9,158,022) | $ (2,505,450) |
Adjustments required to reconcile net loss for the period to net cash used in operating activities: | ||
Depreciation | 8,030 | 35,119 |
Increase (decrease) in liability for employee rights upon retirement | 1,387 | 43,804 |
Share based compensation | 8,474,989 | 1,459,120 |
Equity losses | 64,267 | |
Increase in accounts receivable | (10,136) | (19,327) |
Increase in other current assets | (92,556) | (11,264) |
Increase in accounts payable | 10,979 | 4,085 |
Increase (decrease) in other accounts liabilities | (117,284) | 315,553 |
Net cash used in operating activities | (818,346) | (678,360) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Loans received from (granted to) related parties | 7,186 | (1,634) |
Proceeds from related parties | (8,931) | |
Increase in asset for employee rights upon retirement | (6,878) | |
Purchase of property and equipment | (17,798) | |
Net cash used in investing activities | (17,490) | (10,565) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from stock issued for cash | 611,250 | 170,000 |
Proceeds on account of shares | 290,000 | |
Loan received from parent company | 212,345 | |
Net cash provided by financing activities | 901,250 | 382,345 |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 65,414 | (306,580) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 46,022 | 359,949 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 111,436 | 53,369 |
Non cash transactions: | ||
Issuance of shares for future services | 83,333 | |
Initial recognition of operating lease | 242,906 | |
Issuance of shares for the acquisition of investee | $ 4,000,000 | $ (242,906) |
GENERAL
GENERAL | 9 Months Ended |
Sep. 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. The Company, collectively with RNA are hereunder referred to as the “Group”. CrossMobile investment agreement On March 22, 2022 the Company, CrossMobile CrossMobile Sp. z o.o, a company formed under the laws of Poland (“CrossMobile”) and the shareholders of CrossMobile (of which Mr. Giora Rosenzweig, held 40.67 3.33 26 10,000,000,000 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% of CrossMobile’s outstanding share capital on a fully diluted basis. In the event the Company shall choose to exercise the option, the Company shall issue such number of restricted shares of common stock of the Company calculated based on pre-money valuation of CrossMobile as determined by an independent appraiser agreed between the Company and CrossMobile. See note 5(1). 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 September 30, 2022, the Group had $ 111,436 15,251,472 168,337 9,158,022 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. COVID-19 In early 2020, the World Health Organization declared the rapidly spreading coronavirus disease (COVID-19) outbreak a pandemic. This pandemic has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. The Company considered the impact of COVID-19 on its operations and determined that there were no material adverse impacts on the Company’s results of operations and financial position as of September 30, 2022. These estimates may change, as new events occur and additional information is obtained. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 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 interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. Operating results for the three months and nine months ended September 30, 2022, are not necessarily indicative of the results that may be expected for the year ending 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 financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Recent Accounting Pronouncements M WORLD HEALTH ENERGY HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) |
COMMON STOCK
COMMON STOCK | 9 Months Ended |
Sep. 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 nine months ended September 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 On August 10, 2022, the Company entered into an agreement with a consultant with a term of 12 months under which it undertook to issue to the Consultant 300,000,000 |
STOCK OPTIONS
STOCK OPTIONS | 9 Months Ended |
Sep. 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 1.12 391 0 6.25 200,000 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 On September 18, 2022, the Company granted options under the 2021 Plan (2021) to its Chief strategic affairs to purchase an aggregate of 10,000,000,000 0.0001 5,000,000,000 immediately vested and the remaining shall vest on 4 annual equal instalments commencing May 15, 2023 The fair value of the options was determined using the Black-Scholes pricing model, assuming a risk free rate of 3.62 306.5 0 5.54 3,999,451 WORLD HEALTH ENERGY HOLDINGS, INC . NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE 4 - STOCK OPTIONS (continue) The following table presents the Company’s stock option activity during the nine months ended September 30, 2022: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted 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 Granted 10,000,000,000 0.0001 Exercised - - Forfeited or expired - - Outstanding at September 30,2022 58,100,000,000 0.0001 Number of options exercisable at September 30, 2022 7,125,000,000 0.0001 The aggregate intrinsic value of the awards outstanding as of September 30, 2022 is 11,620,000 0.0003 The stock options outstanding as of September 30, 2022, have been separated into exercise prices, as follows: SCHEDULE OF STOCK OPTIONS OUTSTANDING RANGE OF EXERCISE PRICE Exercise price Stock options Weighted average remaining Stock options vested As of September 30, 2022 0.0001 58,100,000,000 3.49 7,125,000,000 58,100,000,000 3.49 7,125,000,000 The stock options outstanding as of December 31, 2021, have been separated into exercise prices, as follows: Exercise price Stock options Weighted average 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 nine months ended September 30, 2022 was $ 8,622,640 As of September 30, 2022, there was $ 15,212,104 WORLD HEALTH ENERGY HOLDINGS, INC . NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
SUBSEQUENT EVENTS | NOTE 5 – SUBSEQUENT EVENTS 1. On October 25, 2022, the Company exercised the option to acquire such additional shares of CrossMobile and following such exercise, the Company holds approximately 51% 10,000,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Unaudited Interim Financial Statements | Unaudited Interim Financial Statements The accompanying unaudited interim condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. Operating results for the three months and nine months ended September 30, 2022, are not necessarily indicative of the results that may be expected for the year ending 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 financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements M |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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, 2022: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted 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 Granted 10,000,000,000 0.0001 Exercised - - Forfeited or expired - - Outstanding at September 30,2022 58,100,000,000 0.0001 Number of options exercisable at September 30, 2022 7,125,000,000 0.0001 |
SCHEDULE OF STOCK OPTIONS OUTSTANDING RANGE OF EXERCISE PRICE | The stock options outstanding as of September 30, 2022, have been separated into exercise prices, as follows: SCHEDULE OF STOCK OPTIONS OUTSTANDING RANGE OF EXERCISE PRICE Exercise price Stock options Weighted average remaining Stock options vested As of September 30, 2022 0.0001 58,100,000,000 3.49 7,125,000,000 58,100,000,000 3.49 7,125,000,000 The stock options outstanding as of December 31, 2021, have been separated into exercise prices, as follows: Exercise price Stock options Weighted average Stock options vested As of December 31, 2021 0.0001 6,800,000,000 3.49 - 6,800,000,000 3.49 - |
GENERAL (Details Narrative)
GENERAL (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||||||
Jul. 22, 2022 | Jul. 13, 2022 | Jun. 22, 2022 | Mar. 22, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Cash and cash equivalents | $ 111,436 | $ 111,436 | $ 46,022 | ||||||||||
Accumulated deficit | 15,251,472 | 15,251,472 | $ 6,093,450 | ||||||||||
Working capital | 168,337 | 168,337 | |||||||||||
Net loss | 4,779,722 | $ 2,741,504 | $ 1,636,796 | $ 2,032,470 | $ 206,889 | $ 266,091 | $ 9,158,022 | $ 2,505,450 | |||||
Common Stock [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Net loss | |||||||||||||
Cross Mobile Investment Agreement [Member] | Common Stock [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Outstanding common share capital, percentage | 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] | |||||||||||||
Ownership percentage | 40.67% | ||||||||||||
Cross Mobile Investment Agreement [Member] | George Baumoehl [Member] | Cross Mobbnile [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Ownership percentage | 3.33% |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Aug. 10, 2022 | May 19, 2022 | May 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 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 nine months ended September 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 | $ 0.0003 | $ 0.0003 | ||||||
Shares issued, value | $ 4,000,000 | $ 287,250 | $ 284,000 | $ 170,000 | ||||
Common Stock [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Stock issued, shares | 10,000,000,000 | 1,633,333,334 | 2,840,000,000 | 1,700,000,000 | ||||
Shares issued, value | $ 100,000 | $ 16,333 | $ 28,400 | $ 17,000 | ||||
Consultant [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of restricted stock, shares | 300,000,000 | |||||||
Private Placement 2021 [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 2021 [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 | ||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |||
Number of options outstanding ending balance | 48,100,000,000 | 13,200,000,000 | 6,800,000,000 |
Weighted average exercise price, outstanding, ending | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Number of options, granted | 10,000,000,000 | 34,900,000,000 | 6,400,000,000 |
Weighted average exercise price, granted | $ 0.0001 | $ 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 | 58,100,000,000 | 48,100,000,000 | 13,200,000,000 |
Weighted average exercise price, outstanding, ending | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Number of options exercisable | 7,125,000,000 | ||
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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Offsetting Assets [Line Items] | ||
Number outstanding, options outstanding | 58,100,000,000 | 6,800,000,000 |
Weighted average remaining contractual life-years, options outstanding | 3 years 5 months 26 days | 3 years 5 months 26 days |
Stock options vested, outstanding | 7,125,000,000 | |
Exercise Price Range One [Member] | ||
Offsetting Assets [Line Items] | ||
Exercise price | $ 0.0001 | $ 0.0001 |
Number outstanding, options outstanding | 58,100,000,000 | 6,800,000,000 |
Weighted average remaining contractual life-years, options outstanding | 3 years 5 months 26 days | 3 years 5 months 26 days |
Stock options vested, outstanding | 7,125,000,000 |
STOCK OPTIONS (Details Narrativ
STOCK OPTIONS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 18, 2022 | May 15, 2022 | Feb. 14, 2022 | Jan. 01, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Options Granted | 10,000,000,000 | 34,900,000,000 | 6,400,000,000 | |||||||
Options exercisable price | $ 0.0001 | $ 0.0001 | ||||||||
Dividend yields | 0% | 0% | 0% | 0% | ||||||
Risk free interest rate | 3.62% | 2.84% | 1.85% | 1.12% | ||||||
Volatility factor | 306.50% | 305.10% | 397% | 391% | ||||||
Expected life | 5 years 6 months 14 days | 6 years 3 months | 6 years 3 months | 6 years 3 months | ||||||
Stock Issued During Period, Value, New Issues | $ 4,000,000 | $ 287,250 | $ 284,000 | $ 170,000 | ||||||
Options granted shares | 400,000,000 | |||||||||
Shares purchased | 100,000,000 | |||||||||
Expected life | 3 years | |||||||||
Estimated fair value | $ 3,999,451 | $ 200,000 | ||||||||
Stock options vested | 7,125,000,000 | 7,125,000,000 | ||||||||
Aggregate intrinsic value outstanding | $ 11,620,000 | $ 11,620,000 | ||||||||
Share price | $ 0.0003 | $ 0.0003 | ||||||||
Unrecognized compensation cost | $ 15,212,104,000,000 | $ 15,212,104,000,000 | ||||||||
General and Administrative Expense [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Compensation expense | $ 8,622,640 | |||||||||
Options Held [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Stock Issued During Period, Value, New Issues | $ 2,400,000 | |||||||||
Estimated fair value | $ 13,959,141 | |||||||||
Directors, Employees and Service Providers [Member] | 2021 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] | 2021 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 | |||||||||
Chief Strategic Affairs [Member] | 2021 Plan [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Options exercisable price | $ 0.0001 | |||||||||
Stock options granted | 10,000,000,000 | |||||||||
Options vesting, description | immediately vested and the remaining shall vest on 4 annual equal instalments commencing May 15, 2023 | |||||||||
Stock options vested | 5,000,000,000 | |||||||||
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 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Common Stock [Member] - shares | 3 Months Ended | ||||
Oct. 25, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | |
Stock issued during period, shares | 10,000,000,000 | 1,633,333,334 | 2,840,000,000 | 1,700,000,000 | |
Subsequent Event [Member] | Cross Mobile [Member] | |||||
Stock issued during period, shares | 10,000,000,000 | ||||
Subsequent Event [Member] | Cross Mobile [Member] | |||||
Equity ownership percenatge | 51% |