WHEN World Health Energy Holdings Inc (PK)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

MARK ONE

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

for the Quarterly Period ended September 30, 2023; or

 

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

for the transition period from ________ to ________

 

WORLD HEALTH ENERGY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		59-2762023
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

 

1825 NW Corporate Blvd. Suite 110, Boca Raton, FL		33431
(Address of principal executive offices)		Zip Code

 

(561) 870-0440

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐		Accelerated filer	☐
Non-accelerated filer	☐		Smaller reporting company	☒
			Emerging growth company	☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

As of November 20, 2023, there were issued and outstanding 520,796,074,663 shares of the registrant’s common stock, par value $0.00001 per share, were outstanding.

 

 

 

WORLD HEALTH ENERGY HOLDINGS, INC.

Form 10-Q

September 30, 2023

 

	Page
PART I — FINANCIAL INFORMATION
Item 1 – Financial Statements – Unaudited	3
Condensed Consolidated Balance Sheets – September 30, 2023 and December 31, 2022	4
Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2023 and 2022	5
Condensed Consolidated Statement of Changes in Stockholders’ Deficit for the three and nine months ended September 30, 2023 and 2022	6
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022	8
Notes to Condensed Consolidated Financial Statements	9
Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3 – Quantitative and Qualitative Disclosures About Market Risk	29
Item 4 – Controls and Procedures	29
Item 1 – Legal Proceedings	30
Item 1A – Risk Factors	31
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 3 – Defaults upon Senior Securities	32
Item 4 – Mine Safety Disclosures	32
Item 5 – Other Information	32
Item 6 – Exhibits	32
Exhibit Index	32
SIGNATURES	33

 

 

WORLD HEALTH ENERGY HOLDINGS, INC.

 

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

AS OF SEPTEMBER 30, 2023

 

(UNAUDITED)

 

 

WORLD HEALTH ENERGY HOLDINGS, INC .

 

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

AS OF SEPTEMBER 30, 2023

IN U.S. DOLLARS

(UNAUDITED)

 

TABLE OF CONTENTS

 

	Page
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
Condensed Consolidated Balance Sheets	4
Condensed Consolidated Statements of Comprehensive Loss	5
Condensed Consolidated Statements of Stockholders’ Equity	6
Condensed Consolidated Statements of Cash Flows	8
Notes to Condensed Consolidated Financial Statements	9

 

 

WORLD HEALTH ENERGY HOLDINGS, INC .

CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS

(U.S. dollars except share and per share data)

 

		September 30,				December 31,
		2023				2022
		(Unaudited)				(Audited)
A s s e t s
Current Assets
Cash and cash equivalents			135,623				56,346
Accounts receivable, net			48,834				23,362
Prepaid Share-based payment to service providers			-				55,556
Related party			54,394				50,253
Other current assets			87,713				90,991
T o t a l Current assets			326,564				276,508
Non-current assets
Right-of-use asset			129,566				166,882
Long term prepaid expenses			21,790				23,679
Property and equipment, net			50,808				43,167
Funds in respect of employee rights upon termination			28,373				28,824
Investment in investee (Note 5)			151,876				-
Intangible assets			9,693,958				9,693,958
Total non-current assets			10,076,371				9,956,510
T o t a l assets			10,402,935				10,233,018
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable			159,659				107,979
Current operating lease liability			46,641				57,971
Other current  liabilities			545,054				621,733
T o t a l current liabilities			751,354				787,683
Non-current Liabilities
Liability for employee rights upon retirement			183,489				180,066
Long term loan from parent company			2,012,339				2,012,339
Long term operating lease liability			64,339				96,102
Deferred tax liability			872,456				872,456
T o t a l Non-current liabilities			3,132,623				3,160,963
T o t a l liabilities			3,883,977				3,948,646
Stockholders’ Equity
Series A preferred stock $0.0007 par value, 10,000,000 shares authorized, 5,000,000 shares issued and outstanding as of September 30, 2023, and December 31, 2022			3,500				3,500
Preferred stock, value			3,500				3,500
Common stock $0.00001 par value, 750,000,000,000 shares authorized as of September 30, 2023 and December 31, 2022. 520,796,074,663 and 516,302,741,330 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively			67,162,651				67,117,718
Additional paid-in capital			(35,031,087	)			(40,614,231	)
Proceeds on account of shares			150,000				-
Treasury stock at cost – 20,000,000,000 shares of common stock			(8,000,000	)			(8,000,000	)
Accumulated other comprehensive loss			(2,324	)			(2,611	)
Accumulated deficit			(21,528,482	)			(16,035,848	)
Total Company’s stockholders’ equity			2,754,258				2,468,528
Non-controlling interests			3,764,700				3,815,844
T o t a l stockholders’ equity			6,518,958				6,284,372
T o t a l liabilities and stockholders’ equity			10,402,935				10,233,018

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

 

 

WORLD HEALTH ENERGY HOLDINGS, INC .

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(U.S. dollars except share and per share data)

 

		2023				2022				2023				2022
		Nine months ended								Three months ended
		September 30								September 30
		2023				2022				2023				2022
		(Unaudited)								(Unaudited)
Revenues			162,784				67,480				27,799				23,726
Research and development expenses			(1,433,087	)			(979,555	)			(427,965	)			(528,211	)
Selling and marketing expenses			(36,889	)			-				(6,693	)			-
General and administrative expenses			(4,245,311	)			(8,227,195	)			(1,112,471	)			(4,219,851	)
Loss from operations			(5,552,503	)			(9,139,270	)			(1,519,330	)			(4,724,336	)
Finance income, net			8,595				45,515				(6,908	)			8,881
Loss before equity in net loss of equity investments			(5,543,908	)			(9,093,755	)			(1,526,238	)			(4,715,455	)
Less: Share in net gain (loss) of equity investments			(1,117	)			(64,267	)			(890	)			(64,267	)
Net loss			(5,545,025	)			(9,158,022	)			(1,527,128	)			(4,779,722	)
Net loss attributable to non-controlling interests			52,392				-				26,450				-
Net loss attributable to the Company’s stockholders			(5,492,633	)			(9,158,022	)			(1,500,678	)			(4,779,722	)
Basic and diluted net loss per share attributable to common stockholders			(0.00	)			(0.00	)			(0.00	)			(0.00	)
Weighted average number of shares outstanding used in computing basic and diluted net loss per share			518,983,559,401				494,351,349,388				518,062,280,925				501,589,697,852
Comprehensive loss:
Net loss			(5,545,025	)			(9,158,022	)			(1,527,128	)			(4,779,722	)
Other comprehensive income - Foreign currency translation adjustments			1,535				-				13,276				-
Comprehensive loss			(5,543,490	)			(9,158,022	)			(1,513,852	)			(4,779,722	)
Net - loss attributable to non-controlling interests			52,392				-				26,450				-
Other comprehensive income attributable to non-controlling interests			(1,248	)			-				(6,505	)			-
Comprehensive loss attributable to the Company’s stockholders			(5,492,346	)			(9,158,022	)			(1,493,907	)			(4,779,722	)

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

 

 

WORLD HEALTH ENERGY HOLDINGS, INC .

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

(U.S. dollars, except share and per share data)

 

		Number of Shares				Amount				Number of Shares				Amount				Additional paid-in capital				Proceeds on account of shares				Treasury shares				Accumulated Other Comprehensive Income				Accumulated deficit				Total Company’s stockholders’ equity (deficit)				Non-Controlling Interest				Total stockholders’ equity (deficit)
		Series A Preferred Stock								Common Stock
		Number of Shares				Amount				Number of Shares				Amount				Additional paid-in capital				Proceeds on account of shares				Treasury shares				Accumulated Other Comprehensive Income				Accumulated deficit				Total Company’s stockholders’ equity (deficit)				Non-Controlling Interest				Total stockholders’ equity (deficit)
BALANCE AS OF DECEMBER 31, 2021			5,000,000				3,500				488,499,407,996				66,839,685				(62,263,494	)			-				-				(5,495	)			(6,093,450	)			(1,519,254	)			-				(1,519,254	)
CHANGES DURING THE PERIOD OF THREE MONTHS ENDED MARCH 31, 2022:
Issuance of shares			-				-				2,840,000,000				28,400				255,600								-				-				-				284,000				-				284,000
Share-based payment to employees and services providers			-				-				-				-				1,310,239								-				-				-				1,310,239				-				1,310,239
Proceeds on account of shares			-				-				-				-				-				290,000				-				-				-				290,000				-				290,000
Net loss			-				-				-				-																				(1,636,796	)			(1,636,796	)			-				(1,636,796	)
BALANCE AS OF MARCH 31, 2022			5,000,000				3,500				491,339,407,996				66,868,085				(60,697,655	)			290,000				-				(5,495	)			(7,730,246	)			(1,271,811	)			-				(1,271,811	)
CHANGES DURING THE PERIOD OF THREE MONTHS ENDED JUNE 30, 2022:
Issuance of shares			-				-				1,633,333,334				16,334				310,917				(40,000	)			-				-				-				287,250				-				287,250
Share-based payment to employees and services providers			-				-				30,000,000				300				2,457,605				-				-				-				-				2,457,905				-				2,457,905
Net loss			-				-				-				-																				(2,741,504	)			(2,741,504	)			-				(2,741,504	)
BALANCE AS OF JUNE 30, 2022			5,000,000				3,500				493,002,741,330				66,884,719				(57,929,134	)			250,000				-				(5,495	)			(10,471,750	)			(1,268,160	)			-				(1,268,160	)
Beginning balance, value			5,000,000				3,500				493,002,741,330				66,884,719				(57,929,134	)			250,000				-				(5,495	)			(10,471,750	)			(1,268,160	)			-				(1,268,160	)
CHANGES DURING THE PERIOD OF THREE  MONTHS ENDED SEPTEMBER 30, 2022:
Issuance of shares for CrossMobile investment			-				-				10,000,000,000				100,000				3,900,000				-				-				-				-				4,000,000				-				4,000,000
Share-based payment to employees and services providers			-				-				-				-				4,650,066				-				-				-				-				4,650,066				-				4,650,066
Proceeds on account of shares			-				-				-				-				-				40,000				-				-				-				40,000				-				40,000
Net loss			-				-				-				-																				(4,779,722	)			(4,779,722	)			-				(4,779,722	)
BALANCE AS OF SEPTEMBER 30, 2022			5,000,000				3,500				503,002,741,330				66,984,719				(49,379,068	)			290,000				-				(5,495	)			(15,251,472	)			2,642,184				-				2,642,184
Ending balance value			5,000,000				3,500				503,002,741,330				66,984,719				(49,379,068	)			290,000				-				(5,495	)			(15,251,472	)			2,642,184				-				2,642,184

 

 

WORLD HEALTH ENERGY HOLDINGS, INC .

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(U.S. dollars, except share and per share data)

 

		Number of Shares				Amount				Number of Shares				Amount				Additional paid-in capital				Proceeds on account of shares				Treasury shares				Accumulated Other Comprehensive Income				Accumulated deficit				Total Company’s stockholders’ equity (deficit)				Non-Controlling Interest				Total stockholders’ equity (deficit)
		Series A Preferred Stock								Common Stock
		Number of Shares				Amount				Number of Shares				Amount				Additional paid-in capital				Proceeds on account of shares				Treasury shares				Accumulated Other Comprehensive Income				Accumulated deficit				Total Company’s stockholders’ equity (deficit)				Non-Controlling Interest				Total stockholders’ equity (deficit)
BALANCE AS OF DECEMBER 31, 2022			5,000,000				3,500				516,302,741,330				67,117,718				(40,614,231	)			-				(8,000,000	)			(2,611	)			(16,035,848	)			2,468,528				3,815,844				6,284,372
CHANGES DURING THE PERIOD OF THREE MONTHS ENDED MARCH 31, 2023:
Issuance of shares			-				-				1,640,000,000				16,400				512,600				-				-				-				-				529,000				-				529,000
Share-based payment to employees and services providers			-				-				-				-				2,219,109				-				-				-				-				2,219,109				-				2,219,109
Other comprehensive loss			-				-				-				-				-				-				-				(2,273	)							(2,273	)			(1,216	)			(3,489	)
Net loss			-				-				-				-																				(2,464,300	)			(2,464,300	)			(13,012	)			(2,477,312	)
BALANCE AS OF MARCH 31, 2023			5,000,000				3,500				517,942,741,330				67,134,118				(37,882,522	)			-				(8,000,000	)			(4,884	)			(18,500,148	)			2,750,064				3,801,616				6,551,680
CHANGES DURING THE PERIOD OF THREE MONTHS ENDED JUNE 30, 2023:
Issuance of shares			-				-				2,083,333,333				20,833				279,167				-				-				-				-				300,000				-				300,000
Issuance of shares for investment in an investee			-				-				770,000,000				7,700				146,300				-				-				-				-				154,000				-				154,000
Share-based payment to employees and services providers			-				-				-				-				1,263,005				-				-				-				-				1,263,005				-				1,263,005
Other comprehensive loss			-				-				-				-				-				-				-				(4,211	)							(4,211	)			(4,041	)			(8,252	)
Net loss			-				-				-				-																				(1,527,656	)			(1,527,656	)			(12,930	)			(1,540,586	)
BALANCE AS OF JUNE 30, 2023			5,000,000				3,500				520,796,074,663				67,162,651				(36,194,050	)			-				(8,000,000	)			(9,095	)			(20,027,804	)			2,935,202				3,784,645				6,719,847
Beginning balance, value			5,000,000				3,500				520,796,074,663				67,162,651				(36,194,050	)			-				(8,000,000	)			(9,095	)			(20,027,804	)			2,935,202				3,784,645				6,719,847
CHANGES DURING THE PERIOD OF THREE MONTHS ENDED SEPTEMBER 30, 2023:
Share-based payment to employees and services providers			-				-				-				-				1,162,963				-				-				-				-				1,162,963				-				1,162,963
Proceeds on account of shares			-				-				-				-				-				150,000				-				-				-				150,000				-				150,000
Other comprehensive loss			-				-				-				-				-				-				-				6,771								6,771				6,505				13,276
Net loss			-				-				-				-																				(1,500,678	)			(1,500,678	)			(26,450	)			(1,527,128	)
BALANCE AS OF SEPTEMBER 30, 2023			5,000,000				3,500				520,796,074,663				67,162,651				(35,031,087	)			150,000				(8,000,000	)			(2,324	)			(21,528,482	)			2,754,258				3,764,700				6,518,958
Ending balance, value			5,000,000				3,500				520,796,074,663				67,162,651				(35,031,087	)			150,000				(8,000,000	)			(2,324	)			(21,528,482	)			2,754,258				3,764,700				6,518,958

 

 

WORLD HEALTH ENERGY HOLDINGS, INC .

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollars)

 

		2023				2022
		Nine months ended
		September 30,
		2023				2022
		(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss for the period			(5,545,025	)			(9,158,022	)
Adjustments required to reconcile net loss for the period to net cash used in operating activities:
Depreciation			13,345				8,030
Change in liability for employee rights upon retirement			3,874				(5,491	)
Share in losses of non-consolidated entity			1,117				64,267
Share-based compensation expense			4,700,633				8,474,989
Change in operating lease liability			(5,778	)			-
Change in accounts receivable			(25,473	)			(10,136	)
Change in other current assets			5,054				(92,556	)
Change in accounts payable			51,680				10,979
Change in other accounts liabilities			72,699				(117,284	)
Net cash used in operating activities			(727,874	)			(825,224	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Loans received from (granted to) related parties			(4,028	)			7,186
Purchase of property and equipment			(20,986	)			(17,798	)
Net cash used in investing activities			(25,014	)			(10,612	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock			681,000				611,250
Proceeds on account of shares			150,000				290,000
Net cash provided by financing activities			831,000				901,250
Effect of exchange rate changes on cash and cash equivalents			1,165				-
INCREASE IN CASH AND CASH EQUIVALENTS			79,277				65,414
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD			56,346				46,022
CASH AND CASH EQUIVALENTS AT END OF PERIOD			135,623				111,436
Supplemental disclosure of cash flow information:
Non cash transactions:
Investment in purchase of equity method investment			154,000				-
Issuance of shares in exchange for debt			144,000				-

 

The accompanying notes are an integral part of the condensed consolidated financial statement

 

 

WORLD HEALTH ENERGY HOLDINGS, INC .

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

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 a variety of internally developed 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. (“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 SG Merger Agreement, SG 77 Inc., a Delaware corporation and a wholly-owned subsidiary of UCG (“SG”), was incorporated on April 16, 2020 and all of the cybersecurity rights and interests held by UCG, including the share ownership of RNA, were assigned to SG.

 

B.

SG Transaction

 

On April 27, 2020, the Company completed a reverse triangular merger pursuant to the Agreement and Plan of Merger (“SG Merger Agreement”) among the Company, R2GA, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Sub”), UCG, SG, and RNA. Under the terms of the SG Merger Agreement, R2GA merged with SG, with SG as the surviving corporation and a wholly-owned subsidiary of the Company (“SG Merger”). The SG Merger was effective as of April 27, 2020, whereby SG became a direct and wholly owned subsidiary of the Company and RNA became an indirect wholly owned subsidiary of the Company.

 

As consideration for the SG Merger, the Company issued 3,870,000 Series B convertible preferred stock, par value $0.0007 per share, to UCG. Each share of the Series B convertible preferred stock will automatically convert into 100,000 shares of common stock, par value $0.0007, for an aggregate amount of 387,000,000,000 shares of common stock, upon the filing with the Secretary of State of Delaware of an amendment to the Company’s certificate of incorporation increasing the number of authorized shares of common stock that the Company is authorized to issue from time to time.

 

On October 7, 2021, and following the approval by the stockholders, the Company increase its authorized shares to 750,000,000,000 (from 110,000,000,000 shares) and changed the par value of the common stock to $0.00001 (from $0.0007) (see Note 10).

 

Following the effectiveness of the Amendment referred to above, on December 3, 2021, the Company issued 387,000,000,000 shares of common stock to UCG upon the automatic conversion of all 3,870,000 outstanding Series B convertible preferred stock issued in April 2020 in connection with the acquisition of RNA from UCG.

 

The SG Merger was accounted for as a reverse asset acquisition. 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 SG 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 reverse asset acquisition transaction, the shareholders of SG received the largest ownership interest in the Company, and SG was determined to be the “accounting acquirer” in the a reverse asset acquisition transaction.

 

As a result, the historical financial statements of the Company were replaced with the historical financial statements of SG. The number of shares prior to the reverse capitalization have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction.

 

9

 

 

WORLD HEALTH ENERGY HOLDINGS, INC .

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 – GENERAL (continued)

 

C.

CrossMobile Transaction

 

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 Rosenzweig, held 40.67% and Mr. George Baumeohl held 3.33% of the issued preferred share capital of CrossMobile) entered into an Investment Agreement (“CrossMobile Agreement”) pursuant to which the Company is to purchase 26% of the outstanding common shares 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 the Company’s common stock (the “Initial Investment”).

 

On July 13, 2022, the Company issued 10,000,000,000 common shares with fair value of $4 million to Crossmobile to consummate the transaction.

 

CrossMobile is a licensed mobile virtual network operator 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, under the CrossMobile Agreement, the Company had the option, through January 22, 2024, to purchase additional shares of CrossMobile (“Additional Share Purchase Option”) such that following the additional purchase, the Company shall hold approximately 51% of CrossMobile’s outstanding common shares 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.

 

On October 25, 2022, the Company exercised the Additional Share Purchase Option (see Note 1C to the annual financial statements of 2022) and acquired the additional 25% shares of CrossMobile such that following the acquisition, the Company increased its holding from 26% to 51% of CrossMobile’s outstanding common stock on a fully diluted basis. In consideration for the exercise of the Additional Share Purchase Option, the Company issued 10,000,000 restricted common stock on November 28, 2022 to Crossmobile.

 

The Company concluded that the acquired set of assets held at CrossMobile does not meet the definition of a business as substantially all the fair value of the gross assets is concentrated in the license held by CrossMobile. CrossMobile is at it start up stages and has no substantial operations. The only significant asset is the license which constitute more than 90% of the consideration paid.

 

The acquisition of the additional 25% constitute an asset acquisition in stages and resulted in obtaining control over all assets of CrossMobile and consolidating CrossMobile as of October 25, 2022.

 

The Company used the cost accumulation method to determine the cost of the acquisition. The Company used the carrying value of its 26% interest and did not recognize any gain or loss on the interest held at CrossMobile previously.

 

The consideration for the assets of CrossMobile was made through the issuance of 20,000,000,000 WHEN common shares with total fair value of $8 million ($0.0004 per share) and was issued to CrossMobile and not the shareholders of CrossMobile. Hence, upon obtaining control over all the assets of CrossMobile, the Company has gained control over its own shares held at CrossMobile. Based on the guidance in ASC 810-10-45-5, shares held by a subsidiary would not be considered outstanding and hence, the 20,000,000,000 common shares of the Company held by CrossMobile are presented as treasury shares in the consolidated balance sheet.

 

The assets acquisition of CrossMobile resulted in 49% noncontrolling interests in CrossMobile. The Company analogized from ASC 805-30-30-1 and added the fair value of the noncontrolling interests to the consideration paid for the assets acquired.

 

As described above the entire consideration paid by WHEN was with its shares, issued to CrossMobile. Based on the guidance in ASC 810-10-45-5 the shares are not considered outstanding. The Company concluded that the fair value of the consideration paid to be based on the fair value of the noncontrolling interests determined to be $7.9 million.

 

10

 

 

WORLD HEALTH ENERGY HOLDINGS, INC .

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 – GENERAL (continued)

 

Substantially all the consideration were allocated to the license, in addition to $0.9 million costs incurred in connection of the transaction, and hence the license was recognized at $8.8 million.

 

In addition, the Company recorded deferred tax liability and corresponding increase of the license value in an amount of $0.872 million, based on ASC 740-10-55-170 that accounts for situations when an asset is acquired outside of a business combination and the tax basis of the asset differs from the amount paid assuming tax basis of $0.

 

The Company, collectively with SG, RNA and CrossMobile are hereunder referred to as the “Group”.

 

D.

InstaView Transaction

 

On January 26, 2023, the Company, InstaView Ltd. (“InstaView”) and the shareholder of InstaView entered into an Investment Agreement (the “InstaView Investment Agreement”) pursuant to which the Company purchased 26% of the outstanding common share capital of InstaView on a fully diluted basis, in consideration of the issuance by the Company to InstaView of 770,000,000 restricted   shares of Company common stock. Under the InstaView Investment Agreement, subject to InstaView meeting annual revenues target specified in the Investment Agreement for each of the years ending December 31, 2023, 2024 and 2025, as certified by InstaView and its accountants and verified by the Company, the InstaView shareholder would be entitled to potentially up to an additional 230,000,000 shares of the Company’s common stock over this three year period (“contingent consideration”). As of the date of the transaction and as of the balance sheet date respectively, the Company estimates the fair value of the contingent consideration is immaterial.

 

In addition, under the InstaView Investment Agreement, the Company has the option to purchase additional shares of InstaView in each of calendar years 2023, 2024 and 2025, representing, in each such year, respectively, 7%, 8% and 10% of the share capital of InstaView for consideration consisting of, respectively, 207,307,692, 236,923,077 and 296,153,846 additional shares of the Company (“the Purchase Option”).

 

In connection with the InstaView Investment Agreement, the Company, InstaView and the InstaView shareholder also entered into a shareholders agreement pursuant to which the Company was granted standard preemptive rights, veto rights over certain corporate action by InstaView , restrictions on transfer of shares, rights of first offer and tag along rights. In addition, the InstaView shareholder undertook to not compete with InstaView for so long as he is an InstaView shareholder and for a three year period thereafter.

 

The Company determined the value of the 770,000,000 restricted common shares of Company common stock issued to InstaView based on Company’s share price on the agreement date at $154,000 and recorded an equity investment asset in the balance sheet. As of the date of the transaction, the company allocated a total of $62,083 dollars out of this amount to the Purchase Option. The Purchase Option is presented according to a cost model. See also note 2 below as to Company’s accounting policy related to InstaView transaction .

 

E.

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 (“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. Pursuant to the Reverse Stock Split, each one thousand or fifteen thousand shares of common stock, or any other figure within that range, as shall be determined by the Board of Directors at a later time, will be automatically converted, without any further action by the stockholders, into one share of common stock. The Reverse Stock Split Certificate of Amendment will be effective upon receipt of approval from the Financial Industry Regulatory Authority (“FINRA”) for the Reverse Stock Split and the filing with the Secretary of the State of Delaware. As of the date of this report, the Board of Directors has not determined any particular range for the Reverse Stock Split and no application has been presented to FINRA.

 

11

 

 

WORLD HEALTH ENERGY HOLDINGS, INC .

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 – GENERAL (continued)

 

F.

Liquidity

 

The Group is subject to certain inherent risks and uncertainties associated with the development of its business. To date, substantially all the Company’s efforts and investments have been devoted to the growth of its business, organically and inorganically. These investments have historically been funded by raising outside capital, and as a result of these efforts, the Company has generally incurred significant losses and used net cash outflows from operations since inception and it may continue to incur such losses and use net cash outflows for the foreseeable future until such time it reaches scale of profitability without needing to rely on funding from outside capital to sustain its operations.

 

During the nine-months ended September 30, 2023, the Company incurred a net loss of $5,545 thousands and used net cash flows in its operations of $728 thousands. As of September 30, 2023, the Company had unrestricted cash and cash equivalents of $136 thousands available to fund its operations, and an accumulated deficit of $21,528 thousands.

 

In response to the risks and uncertainties described above, the Group and George Baumeohl, a Company director, have entered into an investment agreement signed on November 1, 2022, where the director has committed to invest up to $3,000,000 through August 2025, as needed by the Company through the purchase of shares of the Company’s common stock. As of September 30, 2023 an amount of $925,000 out of the $3,000,000 was invested in the Company. See also note 3c.

 

the Company continues to carefully evaluate its liquidity position and while it is difficult to predict its future liquidity requirements with certainty, the Company currently expects it will be able to generate sufficient liquidity to fund its operations over the next twelve months beyond the issuance date.

 

G.

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.

 

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, 2023. However, these results are not necessarily indicative of results for any other interim period or for the year ended December 31, 2023. 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, for the year ended December 31, 2022.

 

Principles of Consolidation

 

The consolidated financial statements are prepared in accordance with 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.

 

12

 

 

WORLD HEALTH ENERGY HOLDINGS, INC .

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continued)

 

Use of Estimates

 

The preparation of unaudited condensed consolidated financial statements in conformity with GAAP 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.

 

Investment in investee

 

The Company accounts of its options in InstaView in accordance with ASC 321, Investments – Equity Securities. The Company elected the measurement alternative under which the options are measured at cost as they have no readily determinable fair value. The carrying amount of the investment is included within Investment in investee, non-current assets in the Consolidated Balance Sheets. The equity securities will be carried at cost less impairment, if any, and subsequently measured to fair value upon observable price changes in an orderly transaction for the identical or similar investments with any gains or losses recorded to the consolidated statement of operations and comprehensive income. No amortization expenses were recorded in the nine months ended September 30, 2023 un respect of Instaview.

 

Recently Adopted Accounting Pronouncements

 

In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update 2016-13, Financial Instruments — Credit Losses (Topic 326), which changes the impairment model for most financial assets, including accounts receivable, and replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. The guidance is effective for the Company for interim and annual periods beginning after December 15, 2022, with early adoption permitted. Effective January 1, 2023, the Company adopted this standard using a modified retrospective transition approach, which required a cumulative effect adjustment to the balance sheet as of January 1, 2023. The adoption of this standard did not have a material impact to our condensed consolidated financial statements.

 

NOTE 3 – COMMON STOCK

 

a.

On February 8, 2023, the Company entered into an investment agreement with a shareholder pursuant to which it raised $60,000 from the private placement of share of our common stock at a per share purchase price of $0.0003, in respect of which it issued to the shareholder to 200,000,000 shares of Common Stock.

 

b.

On February 8, 2023, the Company issued to the investor specified in item a above and designee an aggregate of 1,440,000,000 shares of common stock in satisfaction of a loan made by the shareholder to the Company in the principal amount of $120,000 plus interest of $24,000 of accrued interest, originally received for a period of 10-year.

 

c.

On May 5, 2023 and on June 30, 2023, the Company issued to George Baumeohll, a director and a shareholder, an aggerate of 2,083,333,333 shares of common stock for aggregate subscription proceeds of $625,000   under the November 1, 2022, investment agreement with Mr. Baumeohll in respect of which he is entitled to shares of the Company’s common stock, at a per share price of $0.0003. Mr. Baumeohll also advance the Company $150,000 during the three months ended September for which shares have not been issue to balance sheet date.

 

d.

On May 15, 2023, the Company issued 770,000,000 shares of common stock as consideration under InstaView Transaction (see note 1D above).

 

13

 

 

WORLD HEALTH ENERGY HOLDINGS, INC .

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 4 - STOCK OPTIONS

 

1.

The following table presents the Company’s stock option activity for employees and directors, during the three and nine months ended September 30, 2023:

 SCHEDULE OF STOCK OPTION ACTIVITY

		Number of Options				Weighted Average Exercise Price
Outstanding at December 31,2022			46,600,000,000				0.001
Granted			2,000,000				0.001
Exercised			-				-
Forfeited or expired			-				-
Outstanding at March 31,2023			46,602,000,000				0.001
Granted			-				-
Exercised			-				-
Forfeited or expired			-				-
Outstanding at June 30,2023			46,602,000,000				0.001
Granted			-				-
Exercised			-				-
Forfeited or expired			(10,000,000,000	)			(0.001	)
Outstanding at September 30,2023			36,602,000,000				0.001
Number of options exercisable at September 30, 2023			12,100,000,000				0.001

 

The aggregate intrinsic value of the awards outstanding as of September 30, 2023 is 0. These amounts represent the total intrinsic value, based on the Company’s stock price of $0.0001 as of September 30, 2023, less the weighted exercise price. This represents the potential amount received by the option holders had all option holders exercised their options as of that date.

 

The stock options outstanding as of September 30, 2023, 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 September 30, 2023
	0.001				46,602,000,000				3.02				12,100,000,000
					46,602,000,000				3.02				12,100,000,000

 

Compensation expense recorded by the Company in respect of its stock-based compensation awards for the period of nine months ended September 30, 2023 was $4,700,633 and are included in the Statements of Operations of which $1,049,008 were recorded as part of research and development expenses $3,651,625 as part of general and administration expenses.

 

As of September 30, 2023, the total share-based compensation costs not yet recognized related to unvested stock options was $5,333,666 million, which is expected to be recognized over the weighted-average remaining requisite service period of 3.02 years

 

14

 

 

WORLD HEALTH ENERGY HOLDINGS, INC .

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

	2.	On January 26, 2023, RNA entered into two consulting agreements for the design of new generation of Internet Of Things (“IOT”) devices and for research and update of international needs of IOT devices with two consultants under which it undertook to issue to each of the consultant Non-Plan option to purchase 1,000,000,000 shares of the Company’s common stock at per share exercise price of $0.0002, exercisable over 4 years, of which options for 250,000,000 of the share will vest on each of the anniversaries of the execution of the agreement, beginning with January 24, 2024 and thereafter on each subsequent anniversary, subject to continued services with RNA. The fair value of both of the options was determined using the Black-Scholes pricing model at $563,230, assuming a risk free rate of 3.72%, a volatility factor of 186.71%, dividend yields of 0% and an expected life of 4 years. Total compensation expenses during the nine months ended September 30, 2023 amounted to $183,343 and were recorded as share based compensation under research and development expenses.
	3.	On May 7, 2023, RNA entered into a consulting agreement with a consultant pursuant to which the Company granted the consultant a Non-Plan option to purchase 1,000,000,000 shares of the Company’s common stock at per share exercise price of $0.0002, exercisable over 4 years, of which options for 250,000,000 of the share will vest on each of the anniversaries of the execution of the agreement, beginning with May 7, 2024 and thereafter on each subsequent anniversary, subject to continued services with RNA. The fair value of both of the options was determined using the Black-Scholes pricing model at $184,701, assuming a risk free rate of 3.63%, a volatility factor of 186.23%, dividend yields of 0% and an expected life of 4 years. Total compensation expenses during the nine months ended September 30, 2023 amounted to $36,074 and were recorded as share based compensation under research and development expenses.

 

NOTE 5 - EQUITY METHOD INVESTMENTS IN UNCONSOLIDATED AFFILIATES

 

The Company applies the equity method to investments when it has an ability to exercise significant influence over the operational decision-making authority and financial policies of the investee. During the nine months ended September 30, 2023, the Company accounted for its 26% investments in InstaView as equity method investment from January 26, 2023.

 

The following tables summarize the carrying amounts, including changes therein, of our equity method investment in InstaView during the period:

 SCHEDULE OF EQUITY METHOD INVESTMENT

		Nine months ended September 30, 2023
Opening balance		$	-
Equity investment			91,917
Other comprehensive loss			(1,007	)
Equity loss			(1,117	)
Investments under equity method.			89,793
Purchased Option			62,083
Investment in investee as of September 30, 2023		$	151,876

 

15

 

 

NOTE 6 – RELATED PARTIES

SCHEDULE OF RELATED PARTY EXPENSES  

A.

Transactions and balances with related parties

 

		2023				2022				2023				2022
		Nine months ended September 30								Three months ended September 30
		2023				2022				2023				2022
		(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)
General and administrative expenses:
Salaries and fees to officers			1,940,058				5,071,652				519,897				3,042,998
(*) of which share based compensation			1,788,288				4,929,013				458,692				2,985,923
Research and development expenses:
Salaries and fees to officers			195,342				158,698				58,128				88,975
(*) of which share based compensation			118,513				77,969				27,029				51,929

 

B.

Balances with related parties and officers:

 

		As of September 30,				As of December 31,
		2023				2022
		(Unaudited)				(Audited)
Other current assets			54,394				50,253
Other accounts liabilities			128,300				-
Liability for employee rights upon retirement			123,795				229,167
Long term loan from related party (*)			2,012,339				2,012,339

 

(*)	Received from UCG by December 31, 2021. The loan bears no interest.

 

16

 

 

NOTE 7 – SUBSEQUENT EVENTS

 

1.

Significant portion of Company’s operations are conducted in Israel and several of Company’s members of our board of directors, management, as well as a majority of Company’s employees and consultants, including employees of our service providers, are located in Israel, our business and operations are directly affected by economic, political, geopolitical and military conditions affecting Israel.

 

In October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on Israeli population and industrial centers located along Israel’s border with the Gaza Strip and in other areas within the State of Israel. These attacks resulted in extensive deaths, injuries and kidnapping of civilians and soldiers in the southern part of the country. Following the attack, Israel’s security cabinet declared war against Hamas and a military campaign against these terrorist organizations commenced in parallel to their continued rocket and terror attacks. In the weeks since the initial attack by Hamas, hostilities along Israel’s northern border with Hezbollah located in Lebanon have accelerated, and this clash may escalate in the future into a greater regional conflict.

 

Following the brutal attacks on Israel, the mobilization of army reserves and the government declaring a state of war in October 2023, there was a decrease in Israel’s economic and business activity. The security situation has led, inter alia, to a disruption in the supply chain and production, a decrease in the volume of national transportation and a shortage in manpower due to employees being called for active reserve duty. These events may imply wider macroeconomic indications of a deterioration of Israel’s economic standing, which may have a material adverse effect on the Company and its ability to effectively conduct its business, operations and affairs.

 

The intensity and duration of Israel’s current war is difficult to predict, and as are such war’s economic implications on the Company’s business and operations and on Israel’s economy in general. As at the reporting date the Company is unable to assess the extent of the effect of the war on its business activities and on the business activities of its subsidiaries, and on their medium and long term results. The Company is continuing to regularly follow developments on the matter and is examining the effects on its operations and the value of its assets. As of the date of the filing, the still on-going War has no direct material short term effect on the Company’s activities.

 

2.

On October 16, 2023, UCG, Inc. (“UCG”), the holder of approximately 75% of the issued and outstanding shares of the Company, executed and delivered a binding term sheet (the “Term Sheet”) with Cuentas Inc. (“Cuenats”), a company currently listed on The Nasdaq Stock Market LLC. Pursuant to the terms of the Term Sheet, UCG will transfer all its shares in the Company to Cuentas in exchange for the issuance to UCG of that number of shares of Cuentas which will represent 50% of the issued and outstanding shares of Cuentas on a fully diluted basis. It is contemplated that within the following 45 days, the parties will complete their due diligence processes and execute definitive agreements incorporating the terms of the Term Sheet. The share exchange is contingent on obtaining the approval of Nasdaq and the shareholders of Cuentas to the contemplated transaction, the filing with the Securities and Exchange Commission of a registration statement on Form S-4, an independent third-party appraisal of the value of the Company shares, the grant by the Nasdaq Stock Market of an extension at least through April 1, 2024 for Cuentas to comply with Nasdaq’s minimum stockholder equity requirements and other customary closing conditions. The parties agreed to use their best efforts to consummate the transaction as soon as practicable, but not later than December 15, 2023, unless extended in writing. Either party has the right to terminate the Term Sheet if the closing does not occur on or before said date or the parties are unable to enter into a definitive stock purchase agreement before expiration of the 45-day diligence period.

 

Following the execution of the Term Sheet, the Company shall proceed to obtain the necessary regulatory approval of a reverse stock split of its outstanding common stock solely in connection with an uplisting to a U.S. National Exchange.

 

Upon the consummation of the share exchange contemplated by the Term Sheet, the board of directors of Cuentas shall be increased to nine members. UCG and the Cuentas Shareholders will each designate two members, with the remaining five independent directors to be nominated by mutual agreement of UCG and the Cuentas Shareholders.

 

The Term Sheet further provides that each of Giora Rozensweig, the interim CEO of the Company, George Baumeohl, a director of the Company and a principal of UCG, Arik Maimon, CEO and President of Cuentas and Michael De Prado, the President of Cuentas, will enter into stockholders’ agreement, the terms of which are currently being negotiated, reflecting the parties’ agreement to certain matters relating to the management of Cuentas. This agreement is currently being negotiated and will be included in the definitive agreement for shareholder approval.

 

The Term Sheet also contemplates that at the closing of the share exchange, Cuentas may enter into employment agreements with Giora Rozensweig, the interim CEO of the Company, who shall be designated as co-Executive Chairman of the Cuentas Board. The agreement will be on the same terms and conditions as the current Cuentas Chairman and CEO, and/or co-CEO of Cuentas and an additional Company designated person shall serve in a senior capacity as an officer of Cuentas.

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Forward-Looking Statements

 

The following discussion should be read in conjunction with the financial statements and related notes contained elsewhere in this Quarterly Report on Form 10-Q, as well as our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 as filed with the Securities and Exchange Commission (the “SEC”) on April 17, 2023. Certain statements made in this discussion are “forward-looking statements” within the meaning of the private securities litigation reform act of 1995,. These statements are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by the Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used herein, the words “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “future,” “intend,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks relating to the Company’s business, industry, and the Company’s operations and results of operations. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

 

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

 

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. The following discussion should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this report.

 

Overview

 

World Health Energy Holdings (“WHEN” or the “Company” or “us” ) is primarily engaged in the cybersecurity technology field. On April 27, 2020, WHEN completed a reverse triangular merger pursuant to the Merger Agreement among the Company, R2GA, UCG, SG, and RNA. Under the terms of the Merger Agreement, R2GA merged with and into SG, with SG remaining as the surviving corporation and a wholly-owned subsidiary of the Company. The Merger became effective as of April 27, 2020. Each of Gaya Rozensweig and George Baumeohl, directors of the Company, are also the sole shareholders and directors of UCG.

 

RNA is primarily a research and development company that has been performing software design services in the field of cybersecurity. SG is primarily engaged in the marketing and distribution of cybersecurity related products. In anticipation of the transaction contemplated under the Merger Agreement, SG was formed and all of the cybersecurity rights and interests held by UCG, including the share ownership of RNA, were assigned to SG.

 

Following the closing, each of SG 77 and RNA became wholly-owned subsidiaries of the Company.

 

 

Acquisition of CrossMobnile

 

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 our CEO, Giora Rosenzweig, holds 40.67% and George Baumeohl, a director, holds 6.67%, of the issued preferred share capital of CrossMobile), entered into an Investment Agreement (the “Agreement”) pursuant to which the Company purchased in July 2022 an initial 26% equity stake 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 . In addition, for 18 months following the date of the Agreement, the Company has the option to purchase additional shares of CrossMobile, (the “Additional Share Purchase Option”), such that following such additional purchase, the Company shall hold approximately 51% of CrossMobile’s outstanding share capital on a fully diluted basis. On October 25, 2022, the Company exercised the Additional Share Purchase Option to acquire such additional shares of CrossMobile and the Company now holds approximately 51% of CrossMobile’s outstanding share capital on a fully diluted basis and proportionally voting rights. In consideration for the exercise of the Additional Share Purchase Option, the Company issued to CrossMobile an additional 10,000,000 shares of the Company’s common stock.

 

CrossMobile provides public mobile telephone services in Europe, (without its own radio infrastructure) We believe that the acquisition of CrossMobile provides an opportunity in our evolution and provides us with a strong foothold in the European mobile telecom market.. CrossMobile is planning to roll-out a comprehensive suite of value-added services for B2B and B2C customers in the telecom industry.

 

With our involvement in CrossMobile, we expect to provide advanced cybersecurity solutions and other next-generation value-added services to CrossMobile’s future product offerings.

 

The global telecom services market size was valued at USD 1,805.61 billion in 2022 and is expected to expand at a compound annual growth rate (CAGR) of 6.2% from 2023 to 2030 ¹. The global cyber security market size is projected to grow from $172.32 billion in 2023 to $424.97 billion in 2030, at a CAGR of 13.8%². By combining the telecom focus with our existing cyber security product offering, our plan is to bring to market a new standard of service in value added telecom and security solutions for B2B and B2C customers alike.

 

During the nine months ended September 30, 2023, CrossMobile accomplished the following

 

	a.	Be in the air with standard packages of Voice, SMS and Data in Poland and International Roaming.
	b.	Commence initial sales business customers of standard packages of Voice, SMS and Data in Poland and International Roaming that will generate first invoice in July 2023
	c.	Due to the need of focusing on sales, technical issues and corporate governance we postponed until Q3 to fully Initiate cooperation with existing or build new Telecom operators similar to CrossMobile to fully optimize ROI on the investment made in people and IT Systems. Focus areas will be USA, UK, Asia Pacific and selected countries in Europe with high potential.

 

CrossMobile began marketing its services in October 2023 and to date has signed up approximately ___ subscribers for two year committed subscription agreement. The subscribers include B2B and B2c customers. 

 

Acquisition of Instaview

 

On Feb. 26, 2023 we completed the acquisition of an initial 26% of Instaview Ltd. (“Instaview”), an emerging technology company in the field of AI-based image processing systems, thermal cameras, home and enterprise security, livestock tracking and control appliances plus much more.

 

Instaview is engaged in the field of image processing systems and thermal cameras. Over the past 18 years, Instview has provided innovative security and managing solutions in hundreds of projects in Israel and overseas.

 

We believe that there is synergy between Instaview and our activities and marks the beginning of the revolution of the home and enterprise security market, which is estimated to be $120 billion in 2022 and projected to grow at a compound annual growth rate of 8% through 2030.”

 

1 Grand View Research, from https://www.grandviewresearch.com/industry-analysis/global-telecom-services-market

2 https://www.fortunebusinessinsights.com/industry-reports/cyber-security-market-101165

 

 

Combined WHEN Product Offerings

 

Our product offerings are comprised of three complementary segments, namely

 

	1.	Cyber Care, which is the long standing and core business segment of WHEN
	2.	AI based image processing systems such as audio-video systems and security cameras solutions being an off-line extension of the on-line Cyber Care services entered through the acquisition of 26% shares in Instaview
	3.	Mobile telecom GSM which is a new business segment, linking the off and on line business segments entered through the recent acquisition of CrossMobile

 

All three are targeting commercial enterprises (B2B) and individual users (B2C).

 

Cyber Care

 

B2B Offerings—Our B2B Cybersecurity system software development and implementation program focuses on developing a threat management software that provides innovative solutions for the constantly evolving cyber challenges of businesses, non-governmental organizations (NGO’s) and governmental entities.

 

In 2021 we launched OTOGRAPH, our comprehensive cybersecurity and information security system, to enable business enterprises to monitor, analyze and prevent suspicious or harmful behavior on corporate networks and connected devices. The OTOGRAPH is designed to analyze and prevent internal or external abuse or abnormal activity on enterprise devices, such as PCs, mobile phones, servers or any other operating system (OS)-based Internet of things (IOT) devices. IoT devices are the nonstandard computing devices that connect wirelessly to a network and have the ability to transmit data.

 

The rapid transition to open and cloud-based remote workforce has exposed businesses and organizations across the world to higher risks of cyber-attacks and information security breaches. To enable businesses to better protect their data and workflow, we developed a Business Behavioral Analysis (BBA) system that enables business leaders to track all activity from any given location on a one-stop dashboard. Developed over the past two years, OTOGRAPH provides aggregated data and a wide variety of real-time analytics such as real time monitoring of online behavior, applications and system behavior, data breaches, internal and external connections analytics, productivity analysis and psycholinguistic analysis. Corporations and organizations can then use the dashboard to detect suspicious human or device activities that put their company at risk.

 

 

OTOGRAPH was developed based on based on a state of the art intelligence technology combined with AI technology that processes and analyzes massive amounts of behavioral and communication data and enables organizations to make real time accurate preventive assessments and decisions to protect company assets and ensure operational efficiency. OTOGRAPH deploys a unique Business Behavioral Analysis (BBA) machine learning software. Behavioral digital data is extracted from all endpoint devices that are connected to the company’s network infrastructure – whether physically, wirelessly or remotely. The data is processed and analyzed to learn and to reveal the unique digital behavioral pattern of the organization as a whole and of every endpoint or individual.

 

OTOGRAPH then sets baselines of normal patterns for each, and constantly searches for anomalies – deviations from those expected patterns. The anomalies are detected automatically and instantly, categorized by their type and generate push alerts which are sent to the business leader’s dashboard and enabling him to respond to the threat.

 

OTOGRAPH is continuously learning and calibrating the normal patterns and their thresholds to minimize the number of false alarms and constantly adapt to the changing needs of organizations in real time. Our B2C Cybersecurity division targets families concerned with external cyber threats and exposures in addition to monitoring a child’s behavioral patterns that may alert parents to potential tragedies caused by cyber bullying, pedophiles, other predators, and depression.

 

B2C

 

SG’s Parental System offers a comprehensive solution which is designed to enable parents wishing to observe their children’s online behavior to learn if they are accessing inappropriate websites and content and/or to protect them from a range of threats including cyberbullying, pedophiles and other predators and identity theft.

 

The Parental System line is positioned as the “ultimate parental cyber solution”. This system incorporates a range of features enabling parents to view and manage their children’s Android phones and devices. The key elements of our proprietary solutions include the following: analysis of all incoming and outgoing written data; analysis of all incoming and outgoing audio communication; real time location tracking; environmental surroundings analysis; and cyber activity analysis.

 

The Parental System has similar features to those of the B2B yet tailored to fit the needs of parents and guardians to protect their children. Such variations focus on online behavioral patterns whether vocally, via short message service (“SMS”) or social media platforms. If there is a change in behavior patterns, the product is designed to immediately send the parent or adult guardian an alert. For example, as stated in several international reports, one of the identifiable indicators before suicide is social withdrawal, something which today appears as a significant decrease in text message exchanges. The system categorizes this decrease as a red flag. Moreover, there are certain words and phrases which increase in use prior to suicide which the system will detect these it will put them in the red flag category.*

 

* https://www.mayoclinic.org/healthy-lifestyle/tween-and-teen-health/in-depth/teen-suicide/art-20044308

 

While analyzing voice calls based on; tone of speech, lengths of the conversation and the frequency of calls, Parental System Analytics is capable of identifying changes in behavioral patterns and flagging these changes. For example, studies showed that with deteriorating mental health, the frequency of calls decreases and the sentences along with the length of the conversations get shorter. Any such discrepancy in behavior patterns will send a real time alert to the parent or legal guardian, potentially avoiding a tragedy.

 

 

Strategy Cyber Care: We believe that the technology underlying our product offering is our primary competitive advantage. The strength of our solution is driven by several proprietary technologies and methodologies that we have developed, coupled with how we have combined them into our highly versatile platform incl. the mobile telecom platform discussed below. These advantages enable our end users to

 

	●	Prevent trade secret and data leakage;
	●	Protect against hackers;
	●	Minimize loss of productivity;
	●	Detect embezzlements and thefts;
	●	Defend employees from harassments;
	●	Prevent talent and client poaching;
	●	Avoid human errors;
	●	Develop a new level of decision-making ability based on accurate and real-time data; and
	●	Assist parents and legal guardians in monitoring their minor children’s’ cyber online activities.

 

The Company’s go-to-market strategy focuses principally on generating revenue from software, services and licensing. The Company intends to drive revenue growth and to achieve margins that are consistent with those of other enterprise software companies.

 

We currently intend to sell substantially all of our products and services to distributors and resellers, which will sell to end-user customers, which we refer to in this report as our customers.

 

The implementation of our strategies is subject to our raising significant cash resources, of which no assurance can be provided that we will be successful in raising the needed capital on commercially reasonable terms. As of the date of this prospectus, we have no commitments for any capital raise.

 

Mobile telecom GSM

 

Following the first step, our next planned strategy is to add the advanced B2B and B2B Cyber Care bundled with the audio-video systems and security cameras solution and offer them as an integrated part of our GSM solutions. This will give our B2B the possibility to use the AI and BBA as a tool to increase not only security but as well efficiency in sales organizations where soft skills, emotions and personal relations are crucial.

 

In respect to the B2C market our strategy is to give families a tool to protect their assets and entire households in particular kids or pets and evenelderly members being fragile newcomers in the world of e-commerce, on-line banking and on-line dating.

 

The third step expected to be initiated in Q3 2023 in is to copy and paste the same scenario of combining Cyber Care and Mobile Telecom to other selected markets in North Africa, the USA and Europe.

 

To execute this strategy CrossMobile has engaged with not only telecom industry experts but as well high level sales experts from international FMCG sector that is expected to bring a new standard of cross selling and customer experience to the telecom market.

 

 

Letter of Intent with Cuentas Inc.

 

On October 16, 2023, UCG, Inc. (“UCG”), the holder of approximately 75% of the issued and outstanding shares of WHEN, executed and delivered a binding term sheet (the “Term Sheet”) with Cuentas Inc. (“Cuentas”), a company currently listed on The Nasdaq Stock Market LLC. Pursuant to the terms of the Term Sheet, UCG will transfer all its shares in WHEN to Cuentas in exchange for the issuance to UCG of that number of shares of Cuentas which will represent 50% of the issued and outstanding shares of Cuentas on a fully diluted basis. It is contemplated that within 45 days of the execution of the Term Sheet, the parties will complete their due diligence processes and execute definitive agreements incorporating the terms of the Term Sheet. The share exchange is contingent on obtaining the approval of Nasdaq and the shareholders of Cuentas to the contemplated transaction, the filing with the Securities and Exchange Commission of a registration statement on Form S-4, an independent third-party appraisal of the value of the Cuentas shares, the grant by the Nasdaq Stock Market of an extension at least through April 1, 2024 for Cuentas to comply with Nasdaq’s minimum stockholder equity requirements and other customary closing conditions. The parties agreed to use their best efforts to consummate the transaction as soon as practicable, but not later than December 15, 2023, unless extended in writing. Either party has the right terminate Term Sheet if the closing does not occur on or before said date or the parties are unable to enter into a definitive stock purchase agreement before expiration of the 45-day diligence period.

 

Upon the consummation of the share exchange contemplated by the Term Sheet, the board of directors of Cuentas shall be increased to nine members. UCG and the Cuentas Shareholders will each designate two members, with the remaining five independent directors to be nominated by mutual agreement of UCG and the Cuentas Shareholders.

 

The Term Sheet further provides that each of Giora Rozensweig, the interim CEO of the Company, George Baumeohl, a director of the Company and a principal of UCG, Arik Maimon, CEO and President of Cuentas and Michael De Prado, the President of Cuentas, will enter into stockholders’ agreement, the terms of which are currently being negotiated, reflecting the parties’ agreement to certain matters relating to the management of Cuentas. This agreement is currently being negotiated and will be included in the definitive agreement for shareholder approval.

 

The Term Sheet also contemplates that at the closing of the share exchange, Cuentas may enter into employment agreements with Giora Rozensweig, the interim CEO of the Company, who shall be designated as co-Executive Chairman of the Cuentas Board. The agreement will be on the same terms and conditions as the current Cuentas Chairman and CEO, and/or co-CEO of Cuentas and an additional Company designated person shall serve in a senior capacity as an officer of Cuentas.

 

Comparison of the Three Months Ended September 30, 2023 to the Three Months Ended September 30, 2022

 

Summary of Results of Operations

 

		Three months ended
		September 30
		2023				2022
Revenues		$	27,799				23,726
Operating Expenses
Research and development expenses			(427,965	)			(528,211	)
Selling and marketing expenses			6,693)	)			-
General and administrative expenses			(1,112,471	)			(4,219,851	)
Operating loss			1,519,330)	)			(4,724,336	)
Financing income, net			(6,908	)			8,881
Loss before equity in net loss of equity investments			1,526,238)	)			(4,715,455	)
Less: Equity in net loss of equity investments			(890	)			(64,267	)
Net loss			1,527,128)	)			(4,779,722	)
Net loss attributable to non-controlling interests			26,450				-
Net loss attributable to the Company’s stockholders			1,500,678)	)			(4,779,522	)

 

Revenues

 

Our total revenue consists of sales of our products and services.

 

 

Operating Expenses

 

Our current operating expenses consist of three components - research and development expenses, selling and marketing expenses and general and administrative expenses.

 

Research and Development Expenses, net

 

We expect to continue incurring substantial expenses for the next several years as we continue to develop our product lines. We are unable, with any certainty, to estimate either the costs or the timelines in which those expenses will be incurred. The design and development activities will consume a large proportion of our current, as well as projected, resources.

 

Our research and development costs include costs are comprised of:

 

● internal recurring costs, such as personnel-related costs (salaries, employee benefits, equity compensation and other costs), materials and supplies, facilities and maintenance costs attributable to research and development functions; and

 

● fees paid to external parties who provide us with contract services, such as preclinical testing, manufacturing and related testing and clinical trial activities.

 

The following table discloses the breakdown of research and development expenses:

 

		Three Months Ended September 30
		2023				2022
Salaries and related expenses		$	12,161				75,698
Share-based compensation expenses			298,617				416,641
Subcontractors and other development costs			104,899				12,498
Depreciation and amortization			4,772				8,034
Rent and office maintenance			855				8,527
Other expenses			6,661				6,813
Total		$	427,965				528,211

 

Selling and Marketing Expenses

 

Selling and marketing expenses consist primarily of salaries and related expenses, professional services and other expenses.

 

The following table discloses the breakdown of selling and marketing expenses:

 

		Three Months Ended September 30
		2023				2022
Professional services			6,693				-
Total		$	6,693				-

 

We expect that our selling and marketing expenses will increase as we continue to increase our selling and marketing efforts in 2023 following the acquisition of Cross Mobile and our efforts to be in the air with standard packages of Voice, SMS and Data in Poland and International Roaming and initiate cooperation with existing or build new Telecom operators.

 

General and Administrative Expenses

 

General and administrative expenses consist primarily of salaries and related expenses, professional services, rent and office maintenance and other non-personnel related expenses.

 

 

The following table discloses the breakdown of general and administrative expenses:

 

		Three Months Ended September 30
		2023				2022
Salaries and related expenses		$	98,457				61,746
Share-based compensation expenses			829,943				4,113,024
Professional services			141,487				27,022
Rent and office maintenance			2,472				8,100
Other expenses			40,112				9,959
Total		$	1,112,471				4,219,851

 

Revenues

 

Revenues for the three months ended September 30, 2023 and 2022 were $27,799 and $23,726, respectively. We expect to start generating revenues from our mobile telephone services in Europe through CrossMobile during the forth quarter of 2023.

 

Research and Development Expenses. Research and development expenses consist of salaries and related expenses, share-based compensation expenses, consulting fees, service providers’ costs and overhead expenses. Research and development expenses increased from $427,965 during the three months ended September 30, 2022 to $528,211 during the three months ended September 30, 2023. The decrease resulted primarily from decrease in non-cash share-based compensation expenses, salaries and related expenses and in rent and maintenance costs partially offset by increase in consulting fees and service providers’ costs associated with our development activities.

 

Selling and Marketing Expenses. Selling and marketing expenses consist primarily of professional fees. Selling and marketing expenses for the three months ended September 30, 2023 amounted to $6,693 as compared to $0 for the three months ended September 30, 2022. The increase is primarily attributable to expenses incurred in connection with the purchase of 51% of CrossMobile, which we completed in November 2022.

 

General and Administrative Expenses. General and administrative expenses consist primarily of salaries and related expenses, share-based compensation expenses and other non-personnel related expenses such as legal expenses. General and administrative expenses decreased from $4,219,851 for the three months ended September 30, 2022 to $1,112,471 in the three months ended September 30, 2023. The decrease is primarily attributed to the decrease in non-cash share-based compensation expenses partially offset by increase in professional services.

 

Financing Income, Net. Financing income, net decreased from $33,338 of financing income for the three months ended September 30, 2022 to financing income, net of $10,614 for the three months ended September 30, 2023. The decrease is mainly a result of currency exchange differences between the Dollar and the New Israeli Shekel.

 

Net Loss. As a result of the foregoing, our net loss for the three months ended September 30, 2023 was $1,527,128 compared to $4,779,722 for the three months ended September 30, 2022.

 

 

Comparison of the Nine Months Ended September 30, 2023 to the Nine Months Ended September 30, 2022

 

Summary of Results of Operations

 

		Nine months ended
		September 30
		2023				2022
Revenues		$	162,784				67,480
Operating Expenses
Research and development expenses			(1,433,087	)			(979,555	)
Selling and marketing expenses			(36,889	)			-
General and administrative expenses			(4,245,311	)			(8,227,195	)
Operating loss			(5,552,503	)			(9,139,270	)
Financing income, net			8,595				45,515
Loss before equity in net loss of equity investments			(5,545,025	)			(9,093,755	)
Less: Equity in net loss of equity investments			(1,117	)			(64,267	)
Net loss			(5,545,025	)			(9,158,022	)
Net loss attributable to non-controlling interests			52,392				-
Net loss attributable to the Company’s stockholders			(5,492,633	)			(9,158,022	)

 

Revenues

 

Our total revenue consists of sales of our products and services. We expect to start generating revenues from our mobile telephone services in Europe through CrossMobile during the forth quarter of 2023.

 

Operating Expenses

 

Our current operating expenses consist of three components - research and development expenses, selling and marketing expenses and general and administrative expenses.

 

Research and Development Expenses, net

 

We expect to continue incurring substantial expenses for the next several years as we continue to develop our product lines. We are unable, with any certainty, to estimate either the costs or the timelines in which those expenses will be incurred. The design and development activities will consume a large proportion of our current, as well as projected, resources.

 

Our research and development costs include costs are comprised of:

 

● internal recurring costs, such as personnel-related costs (salaries, employee benefits, equity compensation and other costs), materials and supplies, facilities and maintenance costs attributable to research and development functions; and

 

● fees paid to external parties who provide us with contract services, such as preclinical testing, manufacturing and related testing and clinical trial activities.

 

The following table discloses the breakdown of research and development expenses:

 

		Nine Months Ended September 30
		2023				2022
Salaries and related expenses		$	185,844				251,797
Share-based compensation expenses			1,049,008				624,962
Subcontractors and other development costs			119,618				29,698
Depreciation and amortization			13,345				8,105
Rent and office maintenance			47,944				38,796
Other expenses			17,328				26,197
Total		$	1,433,087				979,555

 

 

Selling and Marketing Expenses

 

Selling and marketing expenses consist primarily of salaries and related expenses, professional services and other expenses.

 

The following table discloses the breakdown of selling and marketing expenses:

 

		Nine Months Ended September 30
		2023				2022
Professional services			30,197				-
Total		$	30,197				-

 

We expect that our selling and marketing expenses will increase as we continue to increase our selling and marketing efforts in 2023 following the acquisition of Cross Mobile and our efforts to be in the air with standard packages of Voice, SMS and Data in Poland and International Roaming and initiate cooperation with existing or build new Telecom operators.

 

General and Administrative Expenses

 

General and administrative expenses consist primarily of salaries and related expenses, professional services, rent and office maintenance and other non-personnel related expenses.

 

The following table discloses the breakdown of general and administrative expenses:

 

		Nine Months Ended September 30
		2023				2022
Salaries and related expenses		$	248,373				190,795
Share-based compensation expenses			3,651,625				7,850,027
Professional services			247,896				84,156
Rent and office maintenance			94,717				65,516
Other expenses			2,700				36,701
Total		$	4,245,311				8,227,195

 

Revenues

 

Revenues for the nine months ended September 30, 2023 and 2022 were $162,784 and $67,480, respectively. The increase in our revenues resulted primarily from services provided under a development agreement in an amount of $90,000 recognized during the nine months ended September 30, 2023. We expect to start generating revenues from our mobile telephone services in Europe through CrossMobile during the forth quarter of 2023

 

Research and Development Expenses. Research and development expenses consist of salaries and related expenses, share-based compensation expenses, consulting fees, service providers’ costs and overhead expenses. Research and development expenses increased from $979,555 during the nine months ended September 30, 2022 to $1,433,087 during the nine months ended September 30, 2023. The increase resulted primarily from increase in non-cash share-based compensation expenses, consulting fees, service providers’ and in rent and maintenance costs partially offset by decrease in salaries and related expenses and depreciation costs associated with our development activities.

 

Selling and Marketing Expenses. Selling and marketing expenses consist primarily of professional fees. Selling and marketing expenses for the nine months ended September 30, 2023 amounted to $36,889 as compared to $0 for the nine months ended September 30, 2022. The increase is primarily attributable to expenses incurred in connection with the purchase of 51% of CrossMobile, which we completed in November 2022.

 

 

General and Administrative Expenses. General and administrative expenses consist primarily of salaries and related expenses, share-based compensation expenses and other non-personnel related expenses such as legal expenses. General and administrative expenses decreased from $8,227,195 for the nine months ended September 30, 2022 to $4,245,311 in the nine months ended September 30, 2023. The decrease is primarily attributed to the decrease in non-cash share-based compensation expenses partially offset by increase in professional services, salaries and related expenses and other non-personnel related expenses.

 

Financing Income, Net. Financing income, net decreased from $45,515 of financing income for the nine months ended September 30, 2022 to financing income, net of $8,595 for the nine months ended September 30, 2023. The decrease is mainly a result of currency exchange differences between the Dollar and the New Israeli Shekel.

 

Net Loss. As a result of the foregoing, our net loss for the nine months ended September 30, 2023 was $5,545,025 compared to $9,093,755 for the nine months ended September 30, 2022.

 

Financial Condition, Liquidity and Capital Resources

 

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. At September 30, 2023 and December 31, 2022, we had current assets of $326,564 and $276,508, respectively, and total assets of $10,402,935 and $10,233,018 respectively. The increase in total assets is mainly due to the increase in intangible assets attributable to the purchase of 26% of the issued and outstanding shares of InstaView. We had current liabilities of $751,354 as compared to $787,683 as of September 30, 2023 and December 31, 2022, respectively and total liabilities of $3,883,977 as compared to $3,948,646 as of September 30, 2023 and December 31, 2022, respectively.

 

At September 30, 2023, we had a cash balance of $135,623 compared to the cash balance of $56,346 as of December 31, 2022. We have no cash equivalents.

 

At September 30, 2023, we had a negative working capital of $424,790 as compared with a working capital deficiency of $511,175 at December 31, 2022.

 

In November 2022, we entered into an investment agreement with George Baumeohl, our director, pursuant to which Mr. Baumeohl has agreed to support our operation by way of an equity investment of up to $3 million through August 2025, as needed. The agreement provides for sales of our common stock to Mr. Baumeohl at per share purchase prices ranging between $0.0003 and $0.0005. Between August 14m 2023 and the date of this report, we received an aggregate of $300,000 from Mr. Baumeohl in respect of which we will issue to him 1,000,000,000 shares of our common stock at a share price of $0.0003.

 

In addition, in February 2023, the Company issued to an investor and a designee an aggregate of 1,440,000,000 shares of common stock in satisfaction of a loan made by the investor to the Company in the principal amount of $120,000 plus interest of $24,000 of accrued interest for the 10-year loan period.

 

Management believes that funds on hand, as well as the subscription proceeds that we are to receive on a periodic basis under the committed subscription agreements with our director, will enable us to fund our operations and capital expenditure requirements through the next twelve months. We are substantially dependent on the periodic investment by our director and any disruption of this arrangement will likely materially adversely affect our business.

 

We may seek to raise any necessary additional capital through a combination of private or public equity offerings, debt financings, collaborations, strategic alliances, licensing arrangements and other marketing and distribution arrangements. To the extent that we raise additional capital through marketing and distribution arrangements or other collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights, future revenue streams, or product candidates or to grant licenses on terms that may not be favorable to us. If we raise additional capital through private or public equity offerings, the ownership interest of our existing stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect our stockholders’ rights. If we raise additional capital through debt financing, we may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends.

 

 

Critical Accounting Policies

 

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated balance sheets and consolidated statements of operations. Actual results may differ significantly from those estimates.

 

While our significant accounting policies are described in more detail in the notes to our audited consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K we believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our consolidated financial statements.

 

Off-Balance Sheet Arrangements We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures.

 

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported as specified in the SEC’s rules and forms and that such information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our Interim Chief Executive Officer, to allow timely decisions regarding required disclosure. Management, with the participation of our Interim Chief Executive Officer, performed an evaluation of the effectiveness of our disclosure controls and procedures as of September 30, 2023. Based on that evaluation, our management, including our Chief Executive Officer, concluded that our disclosure controls and procedures were not effective as of September 30, 2023.

 

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. As disclosed in Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2022, our management concluded that our internal control over financial reporting was not effective at December 31, 2022. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. The limitation of the Company’s internal control over financial reporting was due to the applied risk-based approach which is indicative of many small companies with limited number of staff in corporate functions. The identified weakness were:

 

●	Material Weakness – We did not maintain effective controls over certain aspects of the financial reporting process because we (i) lacked a sufficient complement of personnel with a level of accounting expertise and an adequate supervisory review structure that is commensurate with our financial reporting requirements and (ii) we lacked controls over the disclosure of our business operations.
●	lack of segregation of duties Significant Deficiencies – Inadequate segregation of duties.

 

 

We expect to be materially dependent upon third parties to provide us with accounting consulting services for the foreseeable future which we believe will mitigate the impact of the material weaknesses discussed above. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP and establish an audit committee and implement internal controls and procedures, there are no assurances that the material weaknesses and significant deficiencies in our disclosure controls and procedures will not result in errors in our financial statements which could lead to a restatement of those financial statements.

 

Changes in Internal Controls over Financial Reporting.

 

There have been no changes in our internal control over financial reporting during the fiscal quarter ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II—OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

On October 27, 2020 WHEN filed suit in State Court, Palm Beach County, Florida, against FSC Solutions, Inc. (“FSC”), Eli Gal Levy (“EL”) and Padem Consultants Sprl (collectively, the “Defendants”). The suit relates to the Stock Purchase Agreement entered into by WHEN with FSC and its shareholders, which included EL, pursuant to which WHEN acquired all of the issued and outstanding stock of FSC in exchange for the issuance of 70 billion shares of WHEN unregistered common stock. FSC was the putative owner of a software and trading platform which WHEN intended to use to enter into the on-line trading business. Subsequent to the completion of the acquisition, we determined that FSC did not have control over the trading platform and software we expected to acquire and operate. The suit seeks declaratory judgment to unwind the FSC transaction and cancel the shares of WHEN common stock issued in the FSC transaction that are still outstanding.

 

A hearing was set for January 6, 2021 whereupon mediation was ordered. Mediation meetings were held but no resolution was reached. The Florida lawsuit is currently pending.

 

On or about, January 19, 2022, EL filed a lawsuit in the Delaware Court of Chancery seeking to remove the restrictive legend from all the shares of Common Stock held by EL (the “2022 Lawsuit”), which are approximately 23,000,000,000 shares. The Company retained the services of Delaware counsel and has moved to dismiss or stay the 2022 Lawsuit in favor of the previously filed Florida lawsuit, which involves the same parties and same issues. The Company’s motion is currently pending in the Delaware Court of Chancery.

 

On June 24, 2022 the Company filed an amended complaint in Palm Beach County, Florida (CASE NO. 50-2020- CA-011735), alleging violation of Fla. Stat. 517.301, seeking declaratory relief with regard to the status of the shares held and transferred by EL, and seeking a temporary injunction with regard to the transfer of any subject shares. EL answered the complaint and a hearing has been set for September 12, 2023.

 

At the hearing on September 12, 2023, the Company’s counterclaims were dismissed but the defenses as to the status of the shares at the time of sale by EL were upheld. EL has contacted the Company to negotiate a settlement.

 

The Company intends to continue to vigorously pursue this action and avail itself of all options lawfully available to it.

 

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not aware of any such legal proceedings or claims against us.

 

 

ITEM 1A. RISK FACTORS

 

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022, which could materially affect our business, financial condition, or future results.

 

There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022, except as noted below.

 

Our principal executive offices and other significant operations are located in Israel, and, therefore, our results may be adversely affected by political, economic and military instability in Israel, including the recent attack by Hamas and other terrorist organizations from the Gaza Strip and Israel’s war against them.

 

Our executive offices and corporate headquarters are located in Israel. In addition, most of our officers are residents of Israel. Accordingly, political, economic and military and security conditions in Israel and the surrounding region may directly affect our business. Any conflicts, political instability, terrorism, cyberattacks or any other hostilities involving Israel or the interruption or curtailment of trade between Israel and its present trading partners could adversely affect our operations. Ongoing and revived hostilities in the Middle East or other Israeli political or economic factors, could harm our operations.

 

In October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on Israeli population and industrial centers located along Israel’s border with the Gaza Strip and in other areas within the State of Israel. These attacks resulted in extensive deaths, injuries and kidnapping of civilians and soldiers. Following the attack, Israel’s security cabinet declared war against Hamas and a military campaign against these terrorist organizations commenced in parallel to their continued rocket and terror attacks.

 

The intensity and duration of Israel’s current war against Hamas is difficult to predict, as are such war’s economic implications on the Company’s business and operations and on Israel’s economy in general. These events may be intertwined with wider macroeconomic indications of a deterioration of Israel’s economic standing, which may have a material adverse effect on the Company and its ability to effectively conduct some of its operations.

 

In connection with the Israeli security cabinet’s declaration of war against Hamas and possible hostilities with other organizations, several hundred thousand Israeli military reservists were drafted to perform immediate military service. Certain of our consultants in Israel have been called, and additional employees (or their spouses or partners) may be called, for service in the current or future wars or other armed conflicts with Hamas, and such persons may be absent for an extended period of time. As a result, our operations in Israel may be disrupted by such absences, which disruption may materially and adversely affect our business, prospects, financial condition and results of operations.

 

Following the attack by Hamas on Israel’s southern border, Hezbollah in Lebanon has also launched missile, rocket and shooting attacks against Israeli military sites, troops, and Israeli towns in northern Israel. In response to these attacks, the Israeli army has carried out a number of targeted strikes on sites belonging to Hezbollah in southern Lebanon. It is possible that other terrorist organizations, including Palestinian military organizations in the West Bank, as well as other hostile countries, such as Iran, will join the hostilities. Such hostilities may include terror and missile attacks. Any hostilities involving Israel or the interruption or curtailment of trade between Israel and its trading partners could adversely affect our operations and results of operations. Our commercial insurance does not cover losses that may occur as a result of events associated with war and terrorism. Although the Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that this government coverage will be maintained or that it will sufficiently cover our potential damages. Any losses or damages incurred by us could have a material adverse effect on our business. Any armed conflicts or political instability in the region would likely negatively affect business conditions and could harm our results of operations.

 

Further, in the past, the State of Israel and Israeli companies have been subjected to economic boycotts. Several countries still restrict business with the State of Israel and with Israeli companies. These restrictive laws and policies may have an adverse impact on our operating results, financial condition or the expansion of our business. A campaign of boycotts, divestment and sanctions has been undertaken against Israel, which could also adversely impact our business.

 

 

Prior to the Hamas attack in October 2023, the Israeli government pursued extensive changes to Israel’s judicial system. In response to the foregoing developments, individuals, organizations and institutions, both within and outside of Israel, have voiced concerns that the proposed changes may negatively impact the business environment in Israel including due to reluctance of foreign investors to invest or transact business in Israel as well as to increased currency fluctuations, downgrades in credit rating, increased interest rates, increased volatility in securities markets, and other changes in macroeconomic conditions. The risk of such negative developments has increased in light of the recent Hamas attacks and the war against Hamas declared by Israel, regardless of the proposed changes to the judicial system and the related debate. To the extent that any of these negative developments do occur, they may have an adverse effect on our business, our results of operations and our ability to raise additional funds, if deemed necessary by our management and board of directors.

 

The Company is dependent on the funding arrangement with its director and any disruption of such funding arrangement is likely to have a material adverse effect our liquidity and operations.

 

Management has prepared an assessment as to the Company’s ability to continue as a going concern in accordance with ASC 205-40, Going Concern (“ASC 205-40”) and has concluded the adverse conditions associated with the Company’s operating results and financial condition do not individually or in the aggregate raise substantial doubt about the Company’s ability to continue as a going concern as of the issuance date of the Company’s consolidated financial statements as of and for the period of nine months ended September 30, 2023 (the “issuance date”).  Management reached this conclusion based on their belief, in consideration of the criteria prescribed by ASC 205-40, that it is probable the Company will be able to meet its obligations as they become due for the next twelve months beyond the issuance date based on the investment agreement with Mr. George Baumeohl, a Company director, entered into on November 1, 2022, where the director has committed to invest up to $3,000,000 through August 2025, as needed by the Company through the purchase of shares of the Company’s common stock. Notwithstanding management’s conclusion, in the event for whatever reason the funds under such investment agreement are not remitted to the Company as needed, then the Company’s operations and liquidity are likely to be materially adversely affected.

 

Note 1 to the consolidated financial statements discloses all the matters of which management is aware of that is relevant to the Company’s ability to continue as a going concern, including the adverse conditions or events that identified by management, their evaluation of the significance of these conditions and events in relation to the Company’s ability to meet its obligations. Our report is not modified with respect to this matter.

 

ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS

 

1. On August 14, 2023, the Company received subscription proceeds of $150,000 under the investment agreement with Mr. Baumeohll in respect of which in respect of which the Company issueMr. Baumeohl 500,000,000 shares of Common Stock.

 

2. On October 3, 2023, the Company received subscription proceeds of $150,000 under the investment agreement with Mr. Baumeohll in respect of which in respect of which the Company issueMr. Baumeohl 500,000,000 shares of Common Stock.

 

We relied upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”) by virtue of Section 4(a)(2) thereof and/or Regulation S promulgated by the SEC under the Act with respect to the issuance of such securities.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

None.

 

ITEM 5. OTHER INFORMATION:

 

None

 

ITEM 6. EXHIBITS

 

Exhibit Index:

 

10.1		Term Sheet between World Health Energy Holdings, Inc. and Cuentas Inc. dated October 16, 2023(incorporated by reference to the Current Report on Form 8-K filed on October 20, 2023).
31.1*		Certification of Interim Chief Executive Officer (Principal Executive Officer and Principal Financial and Accounting Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
32.1*		Certification of Interim Chief Executive Officer (Principal Executive Officer and Principal Financial and Accounting Officer), as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* Filed herewith

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

WORLD HEALTH ENERGY HOLDINGS, INC.
(Registrant)
By:	/s/ Giora Rozensweig
	Giora Rozensweig
	Interim Chief Executive Officer
	(Principal Executive Officer and Principal Financial and Accounting Officer)
Date:	November 20, 2023

 

 

EXHIBIT 31.1

 

RULE 13a-14(a) CERTIFICATION

 

I, Giora Rozensweig, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023, of World Health Energy Holdings, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financing reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 20, 2023
/s/ Giora Rozensweig
Giora Rozensweig, Chief Executive Officer
(Principal Executive Officer and Principal Financial
and Accounting Officer)

 

 

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 (AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)

 

In connection with the Quarterly Report on Form 10-Q of World Health Energy Holdings, Inc. (the “Company”) for the for the fiscal quarter ended September 30, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, Giora Rozensweig, Interim Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

 

1. The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of

 

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

/s/ Giora Rozensweig
Giora Rozensweig
Chief Executive Officer (Principal Executive Officer and
Principal Financial and Accounting Officer)
November 20, 2023

 

 

v3.23.3

Cover - shares	9 Months Ended
	Sep. 30, 2023	Nov. 20, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
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		520,796,074,663

v3.23.3

Condensed Interim Consolidated Balance Sheets - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current Assets
Cash and cash equivalents	$ 135,623	$ 56,346
Accounts receivable, net	48,834	23,362
Prepaid Share-based payment to service providers		55,556
Other current assets	87,713	90,991
T o t a l Current assets	326,564	276,508
Non-current assets
Right-of-use asset	129,566	166,882
Long term prepaid expenses	21,790	23,679
Property and equipment, net	50,808	43,167
Funds in respect of employee rights upon termination	28,373	28,824
Investment in investee (Note 5)	151,876
Intangible assets	9,693,958	9,693,958
Total non-current assets	10,076,371	9,956,510
T o t a l assets	10,402,935	10,233,018
Current Liabilities
Accounts payable	159,659	107,979
Current operating lease liability	46,641	57,971
Other current  liabilities	545,054	621,733
T o t a l current liabilities	751,354	787,683
Non-current Liabilities
Liability for employee rights upon retirement	183,489	180,066
Long term loan from parent company	2,012,339	2,012,339
Long term operating lease liability	64,339	96,102
Deferred tax liability	872,456	872,456
T o t a l Non-current liabilities	3,132,623	3,160,963
T o t a l liabilities	3,883,977	3,948,646
Stockholders’ Equity
Preferred stock, value	3,500	3,500
Common stock $0.00001 par value, 750,000,000,000 shares authorized as of September 30, 2023 and December 31, 2022. 520,796,074,663 and 516,302,741,330 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively	67,162,651	67,117,718
Additional paid-in capital	(35,031,087)	(40,614,231)
Proceeds on account of shares	150,000
Treasury stock at cost – 20,000,000,000 shares of common stock	(8,000,000)	(8,000,000)
Accumulated other comprehensive loss	(2,324)	(2,611)
Accumulated deficit	(21,528,482)	(16,035,848)
Total Company’s stockholders’ equity	2,754,258	2,468,528
Non-controlling interests	3,764,700	3,815,844
T o t a l stockholders’ equity	6,518,958	6,284,372
T o t a l liabilities and stockholders’ equity	10,402,935	10,233,018
Series A Preferred Stock [Member]
Stockholders’ Equity
Preferred stock, value	3,500	3,500
Related Party [Member]
Current Assets
Related party	54,394	50,253
Other current assets	$ 54,394	$ 50,253

v3.23.3

Condensed Interim Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares authorized	750,000,000,000	750,000,000,000
Common stock, shares issued	520,796,074,663	516,302,741,330
Common stock, shares outstanding	520,796,074,663	516,302,741,330
Treasury stock, shares	20,000,000,000	20,000,000,000
Series A Preferred Stock [Member]
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 oustanding	5,000,000	5,000,000

v3.23.3

Condensed Interim Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Revenues	$ 27,799	$ 23,726	$ 162,784	$ 67,480
Research and development expenses	(427,965)	(528,211)	(1,433,087)	(979,555)
Selling and marketing expenses	(6,693)		(36,889)
General and administrative expenses	(1,112,471)	(4,219,851)	(4,245,311)	(8,227,195)
Loss from operations	(1,519,330)	(4,724,336)	(5,552,503)	(9,139,270)
Finance income, net	(6,908)	8,881	8,595	45,515
Loss before equity in net loss of equity investments	(1,526,238)	(4,715,455)	(5,543,908)	(9,093,755)
Less: Share in net gain (loss) of equity investments	(890)	(64,267)	(1,117)	(64,267)
Net loss	(1,527,128)	(4,779,722)	(5,545,025)	(9,158,022)
Net loss attributable to non-controlling interests	26,450		52,392
Net loss attributable to the Company’s stockholders	$ (1,500,678)	$ (4,779,722)	$ (5,492,633)	$ (9,158,022)
Basic net loss per share	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
Diluted net loss per share	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
Weighted average number of shares outstanding used in computing basic net loss per share	518,062,280,925	501,589,697,852	518,983,559,401	494,351,349,388
Weighted average number of shares outstanding used in computing diluted net loss per share	518,062,280,925	501,589,697,852	518,983,559,401	494,351,349,388
Comprehensive loss:
Net loss	$ (1,527,128)	$ (4,779,722)	$ (5,545,025)	$ (9,158,022)
Other comprehensive income - Foreign currency translation adjustments	13,276		1,535
Comprehensive loss	(1,513,852)	(4,779,722)	(5,543,490)	(9,158,022)
Net - loss attributable to non-controlling interests	26,450		52,392
Other comprehensive income attributable to non-controlling interests	(6,505)		(1,248)
Comprehensive loss attributable to the Company’s stockholders	$ (1,493,907)	$ (4,779,722)	$ (5,492,346)	$ (9,158,022)

v3.23.3

Condensed Interim Consolidated Statements of Changes in Shareholders' Deficit - USD ($)	Series A Preferred Stock [Member] Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Proceeds on Account of Shares [Member]	Treasury Stock, Common [Member]	AOCI Including Portion Attributable to Noncontrolling Interest [Member]	Retained Earnings [Member]	Parent [Member]	Noncontrolling Interest [Member]	Total
Beginning balance, value at Dec. 31, 2021	$ 3,500	$ 66,839,685	$ (62,263,494)			$ (5,495)	$ (6,093,450)	$ (1,519,254)		$ (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		284,000
Issuance of shares, shares		2,840,000,000
Share-based payment to employees and services providers			1,310,239					1,310,239		1,310,239
Proceeds on account of shares				290,000				290,000		290,000
Net loss							(1,636,796)	(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)		(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)		(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		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)		(1,271,811)
Beginning balance, shares at Mar. 31, 2022	5,000,000	491,339,407,996
Issuance of shares		$ 16,334	310,917	(40,000)				287,250		287,250
Issuance of shares, shares		1,633,333,334
Share-based payment to employees and services providers		$ 300	2,457,605					2,457,905		2,457,905
Net loss							(2,741,504)	(2,741,504)		(2,741,504)
Share-based payment to employees and services 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)		(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		4,000,000
Issuance of shares, shares		10,000,000,000
Share-based payment to employees and services providers			4,650,066					4,650,066		4,650,066
Proceeds on account of shares				40,000				40,000		40,000
Net loss							(4,779,722)	(4,779,722)		(4,779,722)
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		2,642,184
Ending balance, shares at Sep. 30, 2022	5,000,000	503,002,741,330
Beginning balance, value at Dec. 31, 2022	$ 3,500	$ 67,117,718	(40,614,231)		(8,000,000)	(2,611)	(16,035,848)	2,468,528	3,815,844	6,284,372
Beginning balance, shares at Dec. 31, 2022	5,000,000	516,302,741,330
Issuance of shares		$ 16,400	512,600					529,000		529,000
Issuance of shares, shares		1,640,000,000
Share-based payment to employees and services providers			2,219,109					2,219,109		2,219,109
Net loss							(2,464,300)	(2,464,300)	(13,012)	(2,477,312)
Other comprehensive loss						(2,273)		(2,273)	(1,216)	(3,489)
Ending balance, value at Mar. 31, 2023	$ 3,500	$ 67,134,118	(37,882,522)		(8,000,000)	(4,884)	(18,500,148)	2,750,064	3,801,616	6,551,680
Ending balance, shares at Mar. 31, 2023	5,000,000	517,942,741,330
Beginning balance, value at Dec. 31, 2022	$ 3,500	$ 67,117,718	(40,614,231)		(8,000,000)	(2,611)	(16,035,848)	2,468,528	3,815,844	6,284,372
Beginning balance, shares at Dec. 31, 2022	5,000,000	516,302,741,330
Net loss										(5,545,025)
Ending balance, value at Sep. 30, 2023	$ 3,500	$ 67,162,651	(35,031,087)	150,000	(8,000,000)	(2,324)	(21,528,482)	2,754,258	3,764,700	6,518,958
Ending balance, shares at Sep. 30, 2023	5,000,000	520,796,074,663
Beginning balance, value at Mar. 31, 2023	$ 3,500	$ 67,134,118	(37,882,522)		(8,000,000)	(4,884)	(18,500,148)	2,750,064	3,801,616	6,551,680
Beginning balance, shares at Mar. 31, 2023	5,000,000	517,942,741,330
Issuance of shares		$ 20,833	279,167					300,000		300,000
Issuance of shares, shares		2,083,333,333
Share-based payment to employees and services providers			1,263,005					1,263,005		1,263,005
Net loss							(1,527,656)	(1,527,656)	(12,930)	(1,540,586)
Other comprehensive loss						(4,211)		(4,211)	(4,041)	(8,252)
Issuance of shares for investment in an investee		$ 7,700	146,300					154,000		154,000
Issuance of shares for investment in an investee, shares		770,000,000
Ending balance, value at Jun. 30, 2023	$ 3,500	$ 67,162,651	(36,194,050)		(8,000,000)	(9,095)	(20,027,804)	2,935,202	3,784,645	6,719,847
Ending balance, shares at Jun. 30, 2023	5,000,000	520,796,074,663
Share-based payment to employees and services providers			1,162,963					1,162,963		1,162,963
Proceeds on account of shares				150,000				150,000		150,000
Net loss							(1,500,678)	(1,500,678)	(26,450)	(1,527,128)
Other comprehensive loss						6,771		6,771	6,505	13,276
Ending balance, value at Sep. 30, 2023	$ 3,500	$ 67,162,651	$ (35,031,087)	$ 150,000	$ (8,000,000)	$ (2,324)	$ (21,528,482)	$ 2,754,258	$ 3,764,700	$ 6,518,958
Ending balance, shares at Sep. 30, 2023	5,000,000	520,796,074,663

v3.23.3

Condensed Interim Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss for the period	$ (5,545,025)	$ (9,158,022)
Adjustments required to reconcile net loss for the period to net cash used in operating activities:
Depreciation	13,345	8,030
Change in liability for employee rights upon retirement	3,874	(5,491)
Share in losses of non-consolidated entity	1,117	64,267
Share-based compensation expense	4,700,633	8,474,989
Change in operating lease liability	(5,778)
Change in accounts receivable	(25,473)	(10,136)
Change in other current assets	5,054	(92,556)
Change in accounts payable	51,680	10,979
Change in other accounts liabilities	72,699	(117,284)
Net cash used in operating activities	(727,874)	(825,224)
CASH FLOWS FROM INVESTING ACTIVITIES:
Loans received from (granted to) related parties	(4,028)	7,186
Purchase of property and equipment	(20,986)	(17,798)
Net cash used in investing activities	(25,014)	(10,612)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock	681,000	611,250
Proceeds on account of shares	150,000	290,000
Net cash provided by financing activities	831,000	901,250
Effect of exchange rate changes on cash and cash equivalents	1,165
INCREASE IN CASH AND CASH EQUIVALENTS	79,277	65,414
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	56,346	46,022
CASH AND CASH EQUIVALENTS AT END OF PERIOD	135,623	111,436
Non cash transactions:
Investment in purchase of equity method investment	154,000
Issuance of shares in exchange for debt	$ 144,000

v3.23.3

GENERAL	9 Months Ended
	Sep. 30, 2023
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 a variety of internally developed 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. (“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 SG Merger Agreement, SG 77 Inc., a Delaware corporation and a wholly-owned subsidiary of UCG (“SG”), was incorporated on April 16, 2020 and all of the cybersecurity rights and interests held by UCG, including the share ownership of RNA, were assigned to SG.   B. SG Transaction   On April 27, 2020, the Company completed a reverse triangular merger pursuant to the Agreement and Plan of Merger (“SG Merger Agreement”) among the Company, R2GA, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Sub”), UCG, SG, and RNA. Under the terms of the SG Merger Agreement, R2GA merged with SG, with SG as the surviving corporation and a wholly-owned subsidiary of the Company (“SG Merger”). The SG Merger was effective as of April 27, 2020, whereby SG became a direct and wholly owned subsidiary of the Company and RNA became an indirect wholly owned subsidiary of the Company.   As consideration for the SG Merger, the Company issued 3,870,000 Series B convertible preferred stock, par value $0.0007 per share, to UCG. Each share of the Series B convertible preferred stock will automatically convert into 100,000 shares of common stock, par value $0.0007, for an aggregate amount of 387,000,000,000 shares of common stock, upon the filing with the Secretary of State of Delaware of an amendment to the Company’s certificate of incorporation increasing the number of authorized shares of common stock that the Company is authorized to issue from time to time.   On October 7, 2021, and following the approval by the stockholders, the Company increase its authorized shares to 750,000,000,000 (from 110,000,000,000 shares) and changed the par value of the common stock to $0.00001 (from $0.0007) (see Note 10).   Following the effectiveness of the Amendment referred to above, on December 3, 2021, the Company issued 387,000,000,000 shares of common stock to UCG upon the automatic conversion of all 3,870,000 outstanding Series B convertible preferred stock issued in April 2020 in connection with the acquisition of RNA from UCG.   The SG Merger was accounted for as a reverse asset acquisition. 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 SG 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 reverse asset acquisition transaction, the shareholders of SG received the largest ownership interest in the Company, and SG was determined to be the “accounting acquirer” in the a reverse asset acquisition transaction.   As a result, the historical financial statements of the Company were replaced with the historical financial statements of SG. The number of shares prior to the reverse capitalization have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction.     WORLD HEALTH ENERGY HOLDINGS, INC .   NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS   NOTE 1 – GENERAL (continued)   C. CrossMobile Transaction   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 Rosenzweig, held 40.67% and Mr. George Baumeohl held 3.33% of the issued preferred share capital of CrossMobile) entered into an Investment Agreement (“CrossMobile Agreement”) pursuant to which the Company is to purchase 26% of the outstanding common shares 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 the Company’s common stock (the “Initial Investment”).   On July 13, 2022, the Company issued 10,000,000,000 common shares with fair value of $4 million to Crossmobile to consummate the transaction.   CrossMobile is a licensed mobile virtual network operator 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, under the CrossMobile Agreement, the Company had the option, through January 22, 2024, to purchase additional shares of CrossMobile (“Additional Share Purchase Option”) such that following the additional purchase, the Company shall hold approximately 51% of CrossMobile’s outstanding common shares 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.   On October 25, 2022, the Company exercised the Additional Share Purchase Option (see Note 1C to the annual financial statements of 2022) and acquired the additional 25% shares of CrossMobile such that following the acquisition, the Company increased its holding from 26% to 51% of CrossMobile’s outstanding common stock on a fully diluted basis. In consideration for the exercise of the Additional Share Purchase Option, the Company issued 10,000,000 restricted common stock on November 28, 2022 to Crossmobile.   The Company concluded that the acquired set of assets held at CrossMobile does not meet the definition of a business as substantially all the fair value of the gross assets is concentrated in the license held by CrossMobile. CrossMobile is at it start up stages and has no substantial operations. The only significant asset is the license which constitute more than 90% of the consideration paid.   The acquisition of the additional 25% constitute an asset acquisition in stages and resulted in obtaining control over all assets of CrossMobile and consolidating CrossMobile as of October 25, 2022.   The Company used the cost accumulation method to determine the cost of the acquisition. The Company used the carrying value of its 26% interest and did not recognize any gain or loss on the interest held at CrossMobile previously.   The consideration for the assets of CrossMobile was made through the issuance of 20,000,000,000 WHEN common shares with total fair value of $8 million ($0.0004 per share) and was issued to CrossMobile and not the shareholders of CrossMobile. Hence, upon obtaining control over all the assets of CrossMobile, the Company has gained control over its own shares held at CrossMobile. Based on the guidance in ASC 810-10-45-5, shares held by a subsidiary would not be considered outstanding and hence, the 20,000,000,000 common shares of the Company held by CrossMobile are presented as treasury shares in the consolidated balance sheet.   The assets acquisition of CrossMobile resulted in 49% noncontrolling interests in CrossMobile. The Company analogized from ASC 805-30-30-1 and added the fair value of the noncontrolling interests to the consideration paid for the assets acquired.   As described above the entire consideration paid by WHEN was with its shares, issued to CrossMobile. Based on the guidance in ASC 810-10-45-5 the shares are not considered outstanding. The Company concluded that the fair value of the consideration paid to be based on the fair value of the noncontrolling interests determined to be $7.9 million.     WORLD HEALTH ENERGY HOLDINGS, INC .   NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS   NOTE 1 – GENERAL (continued)   Substantially all the consideration were allocated to the license, in addition to $0.9 million costs incurred in connection of the transaction, and hence the license was recognized at $8.8 million.   In addition, the Company recorded deferred tax liability and corresponding increase of the license value in an amount of $0.872 million, based on ASC 740-10-55-170 that accounts for situations when an asset is acquired outside of a business combination and the tax basis of the asset differs from the amount paid assuming tax basis of $0.   The Company, collectively with SG, RNA and CrossMobile are hereunder referred to as the “Group”.   D. InstaView Transaction   On January 26, 2023, the Company, InstaView Ltd. (“InstaView”) and the shareholder of InstaView entered into an Investment Agreement (the “InstaView Investment Agreement”) pursuant to which the Company purchased 26% of the outstanding common share capital of InstaView on a fully diluted basis, in consideration of the issuance by the Company to InstaView of 770,000,000 restricted   shares of Company common stock. Under the InstaView Investment Agreement, subject to InstaView meeting annual revenues target specified in the Investment Agreement for each of the years ending December 31, 2023, 2024 and 2025, as certified by InstaView and its accountants and verified by the Company, the InstaView shareholder would be entitled to potentially up to an additional 230,000,000 shares of the Company’s common stock over this three year period (“contingent consideration”). As of the date of the transaction and as of the balance sheet date respectively, the Company estimates the fair value of the contingent consideration is immaterial.   In addition, under the InstaView Investment Agreement, the Company has the option to purchase additional shares of InstaView in each of calendar years 2023, 2024 and 2025, representing, in each such year, respectively, 7%, 8% and 10% of the share capital of InstaView for consideration consisting of, respectively, 207,307,692, 236,923,077 and 296,153,846 additional shares of the Company (“the Purchase Option”).   In connection with the InstaView Investment Agreement, the Company, InstaView and the InstaView shareholder also entered into a shareholders agreement pursuant to which the Company was granted standard preemptive rights, veto rights over certain corporate action by InstaView , restrictions on transfer of shares, rights of first offer and tag along rights. In addition, the InstaView shareholder undertook to not compete with InstaView for so long as he is an InstaView shareholder and for a three year period thereafter.   The Company determined the value of the 770,000,000 restricted common shares of Company common stock issued to InstaView based on Company’s share price on the agreement date at $154,000 and recorded an equity investment asset in the balance sheet. As of the date of the transaction, the company allocated a total of $62,083 dollars out of this amount to the Purchase Option. The Purchase Option is presented according to a cost model. See also note 2 below as to Company’s accounting policy related to InstaView transaction .   E. 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 (“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. Pursuant to the Reverse Stock Split, each one thousand or fifteen thousand shares of common stock, or any other figure within that range, as shall be determined by the Board of Directors at a later time, will be automatically converted, without any further action by the stockholders, into one share of common stock. The Reverse Stock Split Certificate of Amendment will be effective upon receipt of approval from the Financial Industry Regulatory Authority (“FINRA”) for the Reverse Stock Split and the filing with the Secretary of the State of Delaware. As of the date of this report, the Board of Directors has not determined any particular range for the Reverse Stock Split and no application has been presented to FINRA.     WORLD HEALTH ENERGY HOLDINGS, INC .   NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS   NOTE 1 – GENERAL (continued)   F. Liquidity   The Group is subject to certain inherent risks and uncertainties associated with the development of its business. To date, substantially all the Company’s efforts and investments have been devoted to the growth of its business, organically and inorganically. These investments have historically been funded by raising outside capital, and as a result of these efforts, the Company has generally incurred significant losses and used net cash outflows from operations since inception and it may continue to incur such losses and use net cash outflows for the foreseeable future until such time it reaches scale of profitability without needing to rely on funding from outside capital to sustain its operations.   During the nine-months ended September 30, 2023, the Company incurred a net loss of $5,545 thousands and used net cash flows in its operations of $728 thousands. As of September 30, 2023, the Company had unrestricted cash and cash equivalents of $136 thousands available to fund its operations, and an accumulated deficit of $21,528 thousands.   In response to the risks and uncertainties described above, the Group and George Baumeohl, a Company director, have entered into an investment agreement signed on November 1, 2022, where the director has committed to invest up to $3,000,000 through August 2025, as needed by the Company through the purchase of shares of the Company’s common stock. As of September 30, 2023 an amount of $925,000 out of the $3,000,000 was invested in the Company. See also note 3c.   the Company continues to carefully evaluate its liquidity position and while it is difficult to predict its future liquidity requirements with certainty, the Company currently expects it will be able to generate sufficient liquidity to fund its operations over the next twelve months beyond the issuance date.     G. 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.

v3.23.3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION	9 Months Ended
	Sep. 30, 2023
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, 2023. However, these results are not necessarily indicative of results for any other interim period or for the year ended December 31, 2023. 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, for the year ended December 31, 2022.   Principles of Consolidation   The consolidated financial statements are prepared in accordance with 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.     WORLD HEALTH ENERGY HOLDINGS, INC .   NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS   NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continued)   Use of Estimates   The preparation of unaudited condensed consolidated financial statements in conformity with GAAP 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.   Investment in investee   The Company accounts of its options in InstaView in accordance with ASC 321, Investments – Equity Securities. The Company elected the measurement alternative under which the options are measured at cost as they have no readily determinable fair value. The carrying amount of the investment is included within Investment in investee, non-current assets in the Consolidated Balance Sheets. The equity securities will be carried at cost less impairment, if any, and subsequently measured to fair value upon observable price changes in an orderly transaction for the identical or similar investments with any gains or losses recorded to the consolidated statement of operations and comprehensive income. No amortization expenses were recorded in the nine months ended September 30, 2023 un respect of Instaview.   Recently Adopted Accounting Pronouncements   In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update 2016-13, Financial Instruments — Credit Losses (Topic 326), which changes the impairment model for most financial assets, including accounts receivable, and replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. The guidance is effective for the Company for interim and annual periods beginning after December 15, 2022, with early adoption permitted. Effective January 1, 2023, the Company adopted this standard using a modified retrospective transition approach, which required a cumulative effect adjustment to the balance sheet as of January 1, 2023. The adoption of this standard did not have a material impact to our condensed consolidated financial statements.

v3.23.3

COMMON STOCK	9 Months Ended
	Sep. 30, 2023
Equity [Abstract]
COMMON STOCK	NOTE 3 – COMMON STOCK   a. On February 8, 2023, the Company entered into an investment agreement with a shareholder pursuant to which it raised $60,000 from the private placement of share of our common stock at a per share purchase price of $0.0003, in respect of which it issued to the shareholder to 200,000,000 shares of Common Stock.   b. On February 8, 2023, the Company issued to the investor specified in item a above and designee an aggregate of 1,440,000,000 shares of common stock in satisfaction of a loan made by the shareholder to the Company in the principal amount of $120,000 plus interest of $24,000 of accrued interest, originally received for a period of 10-year.   c. On May 5, 2023 and on June 30, 2023, the Company issued to George Baumeohll, a director and a shareholder, an aggerate of 2,083,333,333 shares of common stock for aggregate subscription proceeds of $625,000   under the November 1, 2022, investment agreement with Mr. Baumeohll in respect of which he is entitled to shares of the Company’s common stock, at a per share price of $0.0003. Mr. Baumeohll also advance the Company $150,000 during the three months ended September for which shares have not been issue to balance sheet date.   d. On May 15, 2023, the Company issued 770,000,000 shares of common stock as consideration under InstaView Transaction (see note 1D above).     WORLD HEALTH ENERGY HOLDINGS, INC .   NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

v3.23.3

STOCK OPTIONS	9 Months Ended
	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
STOCK OPTIONS	NOTE 4 - STOCK OPTIONS   1. The following table presents the Company’s stock option activity for employees and directors, during the three and nine months ended September 30, 2023:  SCHEDULE OF STOCK OPTION ACTIVITY     Number of Options     Weighted Average Exercise Price   Outstanding at December 31,2022     46,600,000,000       0.001   Granted     2,000,000       0.001   Exercised     -       -   Forfeited or expired     -       -   Outstanding at March 31,2023     46,602,000,000       0.001   Granted     -       -   Exercised     -       -   Forfeited or expired     -       -   Outstanding at June 30,2023     46,602,000,000       0.001   Granted     -       -   Exercised     -       -   Forfeited or expired     (10,000,000,000 )     (0.001 ) Outstanding at September 30,2023     36,602,000,000       0.001   Number of options exercisable at September 30, 2023     12,100,000,000       0.001     The aggregate intrinsic value of the awards outstanding as of September 30, 2023 is 0. These amounts represent the total intrinsic value, based on the Company’s stock price of $0.0001 as of September 30, 2023, less the weighted exercise price. This represents the potential amount received by the option holders had all option holders exercised their options as of that date.   The stock options outstanding as of September 30, 2023, 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 September 30, 2023     0.001       46,602,000,000       3.02       12,100,000,000             46,602,000,000       3.02       12,100,000,000     Compensation expense recorded by the Company in respect of its stock-based compensation awards for the period of nine months ended September 30, 2023 was $4,700,633 and are included in the Statements of Operations of which $1,049,008 were recorded as part of research and development expenses $3,651,625 as part of general and administration expenses.   As of September 30, 2023, the total share-based compensation costs not yet recognized related to unvested stock options was $5,333,666 million, which is expected to be recognized over the weighted-average remaining requisite service period of 3.02 years     WORLD HEALTH ENERGY HOLDINGS, INC .   NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS   2. On January 26, 2023, RNA entered into two consulting agreements for the design of new generation of Internet Of Things (“IOT”) devices and for research and update of international needs of IOT devices with two consultants under which it undertook to issue to each of the consultant Non-Plan option to purchase 1,000,000,000 shares of the Company’s common stock at per share exercise price of $0.0002, exercisable over 4 years, of which options for 250,000,000 of the share will vest on each of the anniversaries of the execution of the agreement, beginning with January 24, 2024 and thereafter on each subsequent anniversary, subject to continued services with RNA. The fair value of both of the options was determined using the Black-Scholes pricing model at $563,230, assuming a risk free rate of 3.72%, a volatility factor of 186.71%, dividend yields of 0% and an expected life of 4 years. Total compensation expenses during the nine months ended September 30, 2023 amounted to $183,343 and were recorded as share based compensation under research and development expenses.       3. On May 7, 2023, RNA entered into a consulting agreement with a consultant pursuant to which the Company granted the consultant a Non-Plan option to purchase 1,000,000,000 shares of the Company’s common stock at per share exercise price of $0.0002, exercisable over 4 years, of which options for 250,000,000 of the share will vest on each of the anniversaries of the execution of the agreement, beginning with May 7, 2024 and thereafter on each subsequent anniversary, subject to continued services with RNA. The fair value of both of the options was determined using the Black-Scholes pricing model at $184,701, assuming a risk free rate of 3.63%, a volatility factor of 186.23%, dividend yields of 0% and an expected life of 4 years. Total compensation expenses during the nine months ended September 30, 2023 amounted to $36,074 and were recorded as share based compensation under research and development expenses.

v3.23.3

EQUITY METHOD INVESTMENTS IN UNCONSOLIDATED AFFILIATES	9 Months Ended
	Sep. 30, 2023
Equity Method Investments and Joint Ventures [Abstract]
EQUITY METHOD INVESTMENTS IN UNCONSOLIDATED AFFILIATES	NOTE 5 - EQUITY METHOD INVESTMENTS IN UNCONSOLIDATED AFFILIATES   The Company applies the equity method to investments when it has an ability to exercise significant influence over the operational decision-making authority and financial policies of the investee. During the nine months ended September 30, 2023, the Company accounted for its 26% investments in InstaView as equity method investment from January 26, 2023.   The following tables summarize the carrying amounts, including changes therein, of our equity method investment in InstaView during the period:  SCHEDULE OF EQUITY METHOD INVESTMENT     Nine months ended September 30, 2023           Opening balance   $ -   Equity investment     91,917   Other comprehensive loss     (1,007 ) Equity loss     (1,117 ) Investments under equity method.     89,793   Purchased Option     62,083   Investment in investee as of September 30, 2023   $ 151,876

v3.23.3

RELATED PARTIES	9 Months Ended
	Sep. 30, 2023
Related Party Transactions [Abstract]
RELATED PARTIES	NOTE 6 – RELATED PARTIES SCHEDULE OF RELATED PARTY EXPENSES   A. Transactions and balances with related parties       2023     2022     2023     2022       Nine months ended September 30     Three months ended September 30       2023     2022     2023     2022       (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)                             General and administrative expenses:                                 Salaries and fees to officers     1,940,058       5,071,652       519,897       3,042,998   (*) of which share based compensation     1,788,288       4,929,013       458,692       2,985,923                                     Research and development expenses:                                 Salaries and fees to officers     195,342       158,698       58,128       88,975   (*) of which share based compensation     118,513       77,969       27,029       51,929       B. Balances with related parties and officers:       As of September 30,     As of December 31,       2023     2022       (Unaudited)     (Audited)                 Other current assets     54,394       50,253   Other accounts liabilities     128,300       -   Liability for employee rights upon retirement     123,795       229,167   Long term loan from related party (*)     2,012,339       2,012,339     (*) Received from UCG by December 31, 2021. The loan bears no interest.

v3.23.3

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 7 – SUBSEQUENT EVENTS   1. Significant portion of Company’s operations are conducted in Israel and several of Company’s members of our board of directors, management, as well as a majority of Company’s employees and consultants, including employees of our service providers, are located in Israel, our business and operations are directly affected by economic, political, geopolitical and military conditions affecting Israel.   In October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on Israeli population and industrial centers located along Israel’s border with the Gaza Strip and in other areas within the State of Israel. These attacks resulted in extensive deaths, injuries and kidnapping of civilians and soldiers in the southern part of the country. Following the attack, Israel’s security cabinet declared war against Hamas and a military campaign against these terrorist organizations commenced in parallel to their continued rocket and terror attacks. In the weeks since the initial attack by Hamas, hostilities along Israel’s northern border with Hezbollah located in Lebanon have accelerated, and this clash may escalate in the future into a greater regional conflict.   Following the brutal attacks on Israel, the mobilization of army reserves and the government declaring a state of war in October 2023, there was a decrease in Israel’s economic and business activity. The security situation has led, inter alia, to a disruption in the supply chain and production, a decrease in the volume of national transportation and a shortage in manpower due to employees being called for active reserve duty. These events may imply wider macroeconomic indications of a deterioration of Israel’s economic standing, which may have a material adverse effect on the Company and its ability to effectively conduct its business, operations and affairs.   The intensity and duration of Israel’s current war is difficult to predict, and as are such war’s economic implications on the Company’s business and operations and on Israel’s economy in general. As at the reporting date the Company is unable to assess the extent of the effect of the war on its business activities and on the business activities of its subsidiaries, and on their medium and long term results. The Company is continuing to regularly follow developments on the matter and is examining the effects on its operations and the value of its assets. As of the date of the filing, the still on-going War has no direct material short term effect on the Company’s activities.   2. On October 16, 2023, UCG, Inc. (“UCG”), the holder of approximately 75% of the issued and outstanding shares of the Company, executed and delivered a binding term sheet (the “Term Sheet”) with Cuentas Inc. (“Cuenats”), a company currently listed on The Nasdaq Stock Market LLC. Pursuant to the terms of the Term Sheet, UCG will transfer all its shares in the Company to Cuentas in exchange for the issuance to UCG of that number of shares of Cuentas which will represent 50% of the issued and outstanding shares of Cuentas on a fully diluted basis. It is contemplated that within the following 45 days, the parties will complete their due diligence processes and execute definitive agreements incorporating the terms of the Term Sheet. The share exchange is contingent on obtaining the approval of Nasdaq and the shareholders of Cuentas to the contemplated transaction, the filing with the Securities and Exchange Commission of a registration statement on Form S-4, an independent third-party appraisal of the value of the Company shares, the grant by the Nasdaq Stock Market of an extension at least through April 1, 2024 for Cuentas to comply with Nasdaq’s minimum stockholder equity requirements and other customary closing conditions. The parties agreed to use their best efforts to consummate the transaction as soon as practicable, but not later than December 15, 2023, unless extended in writing. Either party has the right to terminate the Term Sheet if the closing does not occur on or before said date or the parties are unable to enter into a definitive stock purchase agreement before expiration of the 45-day diligence period.   Following the execution of the Term Sheet, the Company shall proceed to obtain the necessary regulatory approval of a reverse stock split of its outstanding common stock solely in connection with an uplisting to a U.S. National Exchange.   Upon the consummation of the share exchange contemplated by the Term Sheet, the board of directors of Cuentas shall be increased to nine members. UCG and the Cuentas Shareholders will each designate two members, with the remaining five independent directors to be nominated by mutual agreement of UCG and the Cuentas Shareholders.   The Term Sheet further provides that each of Giora Rozensweig, the interim CEO of the Company, George Baumeohl, a director of the Company and a principal of UCG, Arik Maimon, CEO and President of Cuentas and Michael De Prado, the President of Cuentas, will enter into stockholders’ agreement, the terms of which are currently being negotiated, reflecting the parties’ agreement to certain matters relating to the management of Cuentas. This agreement is currently being negotiated and will be included in the definitive agreement for shareholder approval.   The Term Sheet also contemplates that at the closing of the share exchange, Cuentas may enter into employment agreements with Giora Rozensweig, the interim CEO of the Company, who shall be designated as co-Executive Chairman of the Cuentas Board. The agreement will be on the same terms and conditions as the current Cuentas Chairman and CEO, and/or co-CEO of Cuentas and an additional Company designated person shall serve in a senior capacity as an officer of Cuentas.

v3.23.3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Policies)	9 Months Ended
	Sep. 30, 2023
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, 2023. However, these results are not necessarily indicative of results for any other interim period or for the year ended December 31, 2023. 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, for the year ended December 31, 2022.
Principles of Consolidation	Principles of Consolidation   The consolidated financial statements are prepared in accordance with 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.     WORLD HEALTH ENERGY HOLDINGS, INC .   NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS   NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continued)
Use of Estimates	Use of Estimates   The preparation of unaudited condensed consolidated financial statements in conformity with GAAP 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.
Investment in investee	Investment in investee   The Company accounts of its options in InstaView in accordance with ASC 321, Investments – Equity Securities. The Company elected the measurement alternative under which the options are measured at cost as they have no readily determinable fair value. The carrying amount of the investment is included within Investment in investee, non-current assets in the Consolidated Balance Sheets. The equity securities will be carried at cost less impairment, if any, and subsequently measured to fair value upon observable price changes in an orderly transaction for the identical or similar investments with any gains or losses recorded to the consolidated statement of operations and comprehensive income. No amortization expenses were recorded in the nine months ended September 30, 2023 un respect of Instaview.
Recently Adopted Accounting Pronouncements	Recently Adopted Accounting Pronouncements   In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update 2016-13, Financial Instruments — Credit Losses (Topic 326), which changes the impairment model for most financial assets, including accounts receivable, and replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. The guidance is effective for the Company for interim and annual periods beginning after December 15, 2022, with early adoption permitted. Effective January 1, 2023, the Company adopted this standard using a modified retrospective transition approach, which required a cumulative effect adjustment to the balance sheet as of January 1, 2023. The adoption of this standard did not have a material impact to our condensed consolidated financial statements.

v3.23.3

STOCK OPTIONS (Tables)	9 Months Ended
	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
SCHEDULE OF STOCK OPTION ACTIVITY	1. The following table presents the Company’s stock option activity for employees and directors, during the three and nine months ended September 30, 2023:  SCHEDULE OF STOCK OPTION ACTIVITY     Number of Options     Weighted Average Exercise Price   Outstanding at December 31,2022     46,600,000,000       0.001   Granted     2,000,000       0.001   Exercised     -       -   Forfeited or expired     -       -   Outstanding at March 31,2023     46,602,000,000       0.001   Granted     -       -   Exercised     -       -   Forfeited or expired     -       -   Outstanding at June 30,2023     46,602,000,000       0.001   Granted     -       -   Exercised     -       -   Forfeited or expired     (10,000,000,000 )     (0.001 ) Outstanding at September 30,2023     36,602,000,000       0.001   Number of options exercisable at September 30, 2023     12,100,000,000       0.001
SCHEDULE OF STOCK OPTIONS OUTSTANDING RANGE OF EXERCISE PRICE	The stock options outstanding as of September 30, 2023, 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 September 30, 2023     0.001       46,602,000,000       3.02       12,100,000,000             46,602,000,000       3.02       12,100,000,000     Compensation expense recorded by the Company in respect of its stock-based compensation awards for the period of nine months ended September 30, 2023 was $4,700,633 and are included in the Statements of Operations of which $1,049,008 were recorded as part of research and development expenses $3,651,625 as part of general and administration expenses.   As of September 30, 2023, the total share-based compensation costs not yet recognized related to unvested stock options was $5,333,666 million, which is expected to be recognized over the weighted-average remaining requisite service period of 3.02 years     WORLD HEALTH ENERGY HOLDINGS, INC .   NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS   2. On January 26, 2023, RNA entered into two consulting agreements for the design of new generation of Internet Of Things (“IOT”) devices and for research and update of international needs of IOT devices with two consultants under which it undertook to issue to each of the consultant Non-Plan option to purchase 1,000,000,000 shares of the Company’s common stock at per share exercise price of $0.0002, exercisable over 4 years, of which options for 250,000,000 of the share will vest on each of the anniversaries of the execution of the agreement, beginning with January 24, 2024 and thereafter on each subsequent anniversary, subject to continued services with RNA. The fair value of both of the options was determined using the Black-Scholes pricing model at $563,230, assuming a risk free rate of 3.72%, a volatility factor of 186.71%, dividend yields of 0% and an expected life of 4 years. Total compensation expenses during the nine months ended September 30, 2023 amounted to $183,343 and were recorded as share based compensation under research and development expenses.       3. On May 7, 2023, RNA entered into a consulting agreement with a consultant pursuant to which the Company granted the consultant a Non-Plan option to purchase 1,000,000,000 shares of the Company’s common stock at per share exercise price of $0.0002, exercisable over 4 years, of which options for 250,000,000 of the share will vest on each of the anniversaries of the execution of the agreement, beginning with May 7, 2024 and thereafter on each subsequent anniversary, subject to continued services with RNA. The fair value of both of the options was determined using the Black-Scholes pricing model at $184,701, assuming a risk free rate of 3.63%, a volatility factor of 186.23%, dividend yields of 0% and an expected life of 4 years. Total compensation expenses during the nine months ended September 30, 2023 amounted to $36,074 and were recorded as share based compensation under research and development expenses.

v3.23.3

EQUITY METHOD INVESTMENTS IN UNCONSOLIDATED AFFILIATES (Tables)	9 Months Ended
	Sep. 30, 2023
Equity Method Investments and Joint Ventures [Abstract]
SCHEDULE OF EQUITY METHOD INVESTMENT	The following tables summarize the carrying amounts, including changes therein, of our equity method investment in InstaView during the period:  SCHEDULE OF EQUITY METHOD INVESTMENT     Nine months ended September 30, 2023           Opening balance   $ -   Equity investment     91,917   Other comprehensive loss     (1,007 ) Equity loss     (1,117 ) Investments under equity method.     89,793   Purchased Option     62,083   Investment in investee as of September 30, 2023   $ 151,876

v3.23.3

RELATED PARTIES (Tables)	9 Months Ended
	Sep. 30, 2023
Related Party Transactions [Abstract]
SCHEDULE OF RELATED PARTY EXPENSES	SCHEDULE OF RELATED PARTY EXPENSES   A. Transactions and balances with related parties       2023     2022     2023     2022       Nine months ended September 30     Three months ended September 30       2023     2022     2023     2022       (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)                             General and administrative expenses:                                 Salaries and fees to officers     1,940,058       5,071,652       519,897       3,042,998   (*) of which share based compensation     1,788,288       4,929,013       458,692       2,985,923                                     Research and development expenses:                                 Salaries and fees to officers     195,342       158,698       58,128       88,975   (*) of which share based compensation     118,513       77,969       27,029       51,929       B. Balances with related parties and officers:       As of September 30,     As of December 31,       2023     2022       (Unaudited)     (Audited)                 Other current assets     54,394       50,253   Other accounts liabilities     128,300       -   Liability for employee rights upon retirement     123,795       229,167   Long term loan from related party (*)     2,012,339       2,012,339     (*) Received from UCG by December 31, 2021. The loan bears no interest.

v3.23.3

GENERAL (Details Narrative) - USD ($)								3 Months Ended						9 Months Ended
	Jan. 26, 2023	Oct. 25, 2022	Jul. 13, 2022	Mar. 22, 2022	Dec. 03, 2021	Jun. 21, 2021	Apr. 27, 2020	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Nov. 01, 2022	Oct. 07, 2021	Oct. 06, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock shares authorized								750,000,000,000						750,000,000,000		750,000,000,000
Common stock par value								$ 0.00001						$ 0.00001		$ 0.00001
New issuance, value									$ 300,000	$ 529,000	$ 4,000,000	$ 287,250	$ 284,000
Shares issued, exercised
Acquisition Cost Ratio														26.00%
Treasury stock, common shares								20,000,000,000						20,000,000,000		20,000,000,000
Noncontrolling interest								$ 3,764,700						$ 3,764,700		$ 3,815,844
License cost		$ 900,000
Recognized license cost		8,800,000
Deferred tax liabilities		872,000
Business combination tax basis		0
Allocated amount related to purchase option														62,083
Reverse stock split						Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation (“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. Pursuant to the Reverse Stock Split, each one thousand or fifteen thousand shares of common stock, or any other figure within that range, as shall be determined by the Board of Directors at a later time, will be automatically converted, without any further action by the stockholders, into one share of common stock. The Reverse Stock Split Certificate of Amendment will be effective upon receipt of approval from the Financial Industry Regulatory Authority (“FINRA”) for the Reverse Stock Split and the filing with the Secretary of the State of Delaware. As of the date of this report, the Board of Directors has not determined any particular range for the Reverse Stock Split and no application has been presented to FINRA.
Profit loss								1,527,128	$ 1,540,586	$ 2,477,312	$ 4,779,722	$ 2,741,504	$ 1,636,796	5,545,025	$ 9,158,022
Net cash operating activities														727,874	$ 825,224
Cash and cash equivalent								136,000						136,000
Accumulated deficit								21,528,482						21,528,482		$ 16,035,848
Investments								3,000,000						3,000,000
Subscriptions receivable amount								$ 925,000						$ 925,000
Cross Mobile [Member] | License [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Equity method investment percent								90.00%						90.00%
Minimum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock par value																			$ 0.0007
Common Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares issued									2,083,333,333	1,640,000,000	10,000,000,000	1,633,333,334	2,840,000,000
Common stock shares authorized																		750,000,000,000	110,000,000,000
Common stock par value																		$ 0.00001
New issuance, value									$ 20,833	$ 16,400	$ 100,000	$ 16,334	$ 28,400
Profit loss
UCG, INC. [Member] | Common Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock issued during period, shares, conversion					387,000,000,000
Insta View Ltd [Member] | Common Stock [Member] | Investment Agreement [Member] | Two Thousand Two Three [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Equity method investment percent	7.00%
Sale of stock, number of shares issued in transaction	207,307,692
Insta View Ltd [Member] | Common Stock [Member] | Investment Agreement [Member] | Two Thousand And Twenty Four [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Equity method investment percent	8.00%
Sale of stock, number of shares issued in transaction	236,923,077
Insta View Ltd [Member] | Common Stock [Member] | Investment Agreement [Member] | Two Thousand And Twenty Five [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Equity method investment percent	10.00%
Sale of stock, number of shares issued in transaction	296,153,846
Series B Preferred Stock [Member] | UCG, INC. [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock issued during period, shares, conversion					3,870,000
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
Merger Agreement [Member] | Series B 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
Cross Mobile Investment Agreement [Member] | Giora Rosenzweig [Member] | Cross Mobbnile [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Equity method investment percent				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 percent				3.33%
Cross Mobile Investment Agreement [Member] | Common Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock outstanding, rate				26.00%
Restricted number of shares issued			10,000,000,000	10,000,000,000
New issuance, value			$ 4,000,000
Noncontrolling interest		$ 7,900,000
Cross Mobile Investment Agreement [Member] | Common Stock [Member] | Cross Mobile [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares issued		20,000,000,000
New issuance, value		$ 8,000,000
Percentage of hold outstanding share capital on fullly diluted basis		51.00%
Asset acquisition, percentage		25.00%
Shares issued, exercised		10,000,000
Shares issued, per share		$ 0.0004
Treasury stock, common shares		20,000,000,000
Noncontrolling interest, rate		49.00%
Cross Mobile Investment Agreement [Member] | Common Stock [Member] | Minimum [Member] | Cross Mobile [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock outstanding, rate		26.00%
Cross Mobile Investment Agreement [Member] | Common Stock [Member] | Maximum [Member] | Cross Mobile [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock outstanding, rate		51.00%
Investment Agreement [Member] | Insta View Ltd [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Equity method investment percent	26.00%
Investment Agreement [Member] | Maximum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Investments																	$ 3,000,000
Investment Agreement [Member] | Insta View Ltd [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Restricted number of shares issued	770,000,000
Equity investment, assets	$ 154,000
Allocated amount related to purchase option	$ 62,083
Investment Agreement [Member] | Insta View Ltd [Member] | Restricted Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Restricted number of shares issued	770,000,000
Investment Agreement [Member] | IstaView Ltd [Member] | Common Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares issued	230,000,000

v3.23.3

COMMON STOCK (Details Narrative) - USD ($)				3 Months Ended						9 Months Ended
	Jun. 30, 2023	May 05, 2023	Feb. 08, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	May 15, 2023
Subsidiary, Sale of Stock [Line Items]
Proceeds from common stock										$ 681,000	$ 611,250
Director [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock, number of shares issued				150,000
Common Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued					2,083,333,333	1,640,000,000	10,000,000,000	1,633,333,334	2,840,000,000
Common Stock [Member] | Insta View [Member]
Subsidiary, Sale of Stock [Line Items]
Shares issued												770,000,000
Common Stock [Member] | Director [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of price per share	$ 0.0003	$ 0.0003			$ 0.0003
Shares issued	2,083,333,333	2,083,333,333			2,083,333,333
Proceeds from common stock	$ 625,000	$ 625,000
Common Stock [Member] | Investor [Member]
Subsidiary, Sale of Stock [Line Items]
Shares issued			1,440,000,000
Principal amount			$ 120,000
Accrued interest			$ 24,000
Debt instrument term			10 years
Private Placement [Member] | Common Stock [Member] | Investment Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance of private placement			$ 60,000
Sale of price per share			$ 0.0003
Number of shares issued			200,000,000

v3.23.3

SCHEDULE OF STOCK OPTION ACTIVITY (Details) - $ / shares	3 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023
Share-Based Payment Arrangement [Abstract]
Number of Options, Outstanding Beginning balance	46,602,000,000	46,602,000,000	46,600,000,000
Weighted Average Exercise Price, Outstanding Beginning balance	$ 0.001	$ 0.001	$ 0.001
Number of Options, Granted			2,000,000
Weighted Average Exercise Price, Granted			$ 0.001
Number of Options, Exercised
Weighted Average Exercise Price, Exercised
Number of Options, Forfeited or expired	(10,000,000,000)
Weighted Average Exercise Price, Forfeited or expired	$ (0.001)
Number of Options, Outstanding Ending balance	36,602,000,000	46,602,000,000	46,602,000,000
Weighted Average Exercise Price, Ending balance	$ 0.001	$ 0.001	$ 0.001
Number of Options, Outstanding Ending exercisable	12,100,000,000
Weighted Average Exercise Price, Ending exercisable	$ 0.001

v3.23.3

SCHEDULE OF STOCK OPTIONS OUTSTANDING RANGE OF EXERCISE PRICE (Details) - USD ($)			9 Months Ended
	May 07, 2023	Jan. 26, 2023	Sep. 30, 2023	Sep. 30, 2022
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock options outstanding			46,602,000,000
Weighted average remaining contractual life- years			3 years 7 days
Stock options vested			12,100,000,000
Option to purchase of shares	1,000,000,000	1,000,000,000
Exercise price	$ 0.0002	$ 0.0002
Exercisable period	4 years	4 years
Option to vest, shares	250,000,000	250,000,000
Fair value of options	$ 184,701	$ 563,230
Risk free rate	3.63%	3.72%
Volatility factor	186.23%	186.71%
Dividend yields	0.00%	0.00%
Expected life	4 years	4 years
Share based compensation			$ 4,700,633	$ 8,474,989
Research and Development Expense [Member] | Consulting Agreement [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share based compensation			183,343
Research and Development Expense [Member] | Consulting Agreement Member One [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share based compensation			$ 36,074
Exercise Price Range One [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Exercise price			$ 0.001
Stock options outstanding			46,602,000,000
Weighted average remaining contractual life- years			3 years 7 days
Stock options vested			12,100,000,000

v3.23.3

STOCK OPTIONS (Details Narrative)	9 Months Ended
	Sep. 30, 2023 USD ($) $ / shares
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Aggregate intrinsic value outstanding	$ 0
Share price per share | $ / shares	$ 0.0001
Stock-based compensation	$ 4,700,633
Unrecognized share based compensation	$ 5,333,666
Unrecognized share based compensation, period	3 years 7 days
Research and Development Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation	$ 1,049,008
General and Administrative Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation	$ 3,651,625

v3.23.3

SCHEDULE OF EQUITY METHOD INVESTMENT (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Equity Method Investments and Joint Ventures [Abstract]
Opening balance
Equity investment			91,917
Other comprehensive loss			(1,007)
Equity loss	$ (890)	$ (64,267)	(1,117)	$ (64,267)
Investments under equity method.			89,793
Purchased Option			62,083
Investment in investee as of September 30, 2023	$ 151,876		$ 151,876

v3.23.3

EQUITY METHOD INVESTMENTS IN UNCONSOLIDATED AFFILIATES (Details Narrative)	Sep. 30, 2023
Insta View [Member]
Schedule of Equity Method Investments [Line Items]
Equity method investment percentage	26.00%

v3.23.3

SCHEDULE OF RELATED PARTY EXPENSES (Details) - USD ($)		3 Months Ended		9 Months Ended
		Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Related Party Transaction [Line Items]
Other current assets		$ 87,713		$ 87,713		$ 90,991
Related Party [Member]
Related Party Transaction [Line Items]
Other current assets		54,394		54,394		50,253
Other accounts liabilities		128,300		128,300
Liability for employee rights upon retirement		123,795		123,795		229,167
Long term loan from related party (*)		2,012,339		2,012,339		$ 2,012,339
General and Administrative Expense [Member]
Related Party Transaction [Line Items]
(*) of which share based compensation		519,897	$ 3,042,998	1,940,058	$ 5,071,652
General and Administrative Expense [Member] | Share Based Compensation [Member]
Related Party Transaction [Line Items]
(*) of which share based compensation	[1]	458,692	2,985,923	1,788,288	4,929,013
Research and Development Expense [Member]
Related Party Transaction [Line Items]
(*) of which share based compensation		58,128	88,975	195,342	158,698
Research and Development Expense [Member] | Share Based Compensation [Member]
Related Party Transaction [Line Items]
(*) of which share based compensation	[1]	$ 27,029	$ 51,929	$ 118,513	$ 77,969
[1] Received from UCG by December 31, 2021. The loan bears no interest.

v3.23.3

SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member]	Oct. 16, 2023
Subsequent Event [Line Items]
Percentage of issued and outstanding shares	75.00%
Cuentas, Inc [Member]
Subsequent Event [Line Items]
Percentage of issued and outstanding shares	50.00%

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