Form 10-Q - Quarterly report [Sections 13 or 15(d)]

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

(Mark One)

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE QUARTERLY PERIOD ENDED: September 30, 2023

 

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________ to __________

 

Commission File Number: 333-240161.

 

CREATIONS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		84-2054332
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

c/o Sichenzia Ross Ference Carmel LLP

1185 Avenue of the Americas, 31^st Floor

New York, NY 10036

(Address of principal executive offices, Zip Code)

 

212-930-9700

(Registrant’s telephone number, including area code)

 

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

 

Title of each class		Ticker symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

 

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the 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 every Interactive Data File required to be submitted 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 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 21, 2023, there were 3,544,242 shares of common stock, par value $0.0001 per share, issued and outstanding.

 

 

 

 

 

TABLE OF CONTENTS

 

		Page
PART I
Item 1.	Financial Statements.	F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	2
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	4
Item 4.	Controls and Procedures.	4
PART II
Item 1.	Legal Proceedings.	5
Item 1A.	Risk Factors.	5
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	5
Item 3.	Defaults Upon Senior Securities.	5
Item 4.	Mine Safety Disclosures.	5
Item 5.	Other Information.	5
Item 6.	Exhibits.	5
SIGNATURES		6

 

i

 

 

CREATIONS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, 2023

 

1

 

 

CREATIONS INC. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, 2023

 

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

 

	Page
Condensed Consolidated Statements of Financial Position	F-2
Condensed Consolidated Statements of Operations and Comprehensive Loss	F-3
Condensed Consolidated Statements of Changes in Stockholders’ Equity	F-4
Condensed Consolidated Statements of Cash Flows	F-5
Notes to the Condensed Consolidated Financial Statements	F-6 - F-9

 

 

F-1

 

 

CREATIONS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(U.S. dollars in thousands except share data)

 

		September 30,				December 31,
		2023				2022
		Unaudited				Audited
ASSETS
Current assets
Cash and cash equivalents			1,119				114
Capital Note			-				637
Assets held for sale			-				1,508
Total current assets			1,119				2,259
Non-current assets
Loans granted to stockholders			12				13
Total non-current assets			12				13
Total assets			1,131				2,272
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable			86				145
Liabilities held for sale			-				767
Total current liabilities			86				912
Total liabilities			86				912
Stockholders’ Equity
Common Stock of $0.0001 par value - Authorized: 100,000,000 shares at September 30, 2023 and December 31, 2022; Issued and outstanding: 3,544,242 shares at September 30, 2023 and December 31, 2022			-				-
Additional paid-in capital			3,162				3,162
Treasury stocks receivables			(321	)			-
Accumulated other comprehensive loss			(24	)			(24	)
Accumulated deficit			(1,772	)			(1,778	)
Total stockholders’ equity			1,045				1,360
Total liabilities and stockholders’ equity			1,131				2,272

 

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

 

F-2

 

 

CREATIONS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(U.S. dollars in thousands except share data)

 

		For the period of three months ended September 30,								For the period of nine months ended September 30,
		2023				2022				2023				2022
		Unaudited								Unaudited
General and administrative expenses (related parties of $18, $0, $70 and $0 respectively)			(26	)			10				(122	)			(30	)
Operating loss			(26	)			10				(122	)			(30	)
Foreign exchange differences			-				-				(6	)			-
Capital gain from realization of subsidiary			-				-				112				-
Net income (loss) before tax from continuing operations			(26	)			10				(16	)			(30	)
Tax income			22				-				22				-
Net income (loss) for the period from continuing operations			(4	)			10				6				(30	)
Net income from discontinued operations, net of tax			-				51				-				90
Net income (loss) for the period			(4	)			61				6				60
Other comprehensive expenses: Foreign currency translation adjustments from discontinued operation			-				(19	)			-				(183	)
Comprehensive income (loss)			(4	)			42				6				(123	)
Basic and diluted net income (loss) per share			0.00				0.02				0.00				0.02
Weighted average number of Common Stock used in computing basic and diluted loss per share			3,544,242				3,544,242				3,544,242				3,544,242

 

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

 

F-3

 

 

CREATIONS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(U.S. dollars in thousands except share data)

 

		Common Stock								Additional paid-in				Accumulated other comprehensive				Accumulated				Total stockholders’
		Number				Amount				Capital				Loss				Deficit				equity
		Unaudited
Balance as of July 1, 2022			3,544,242				-				3,162				(9	)			(1,753	)			1,400
Foreign currency translation adjustments			-				-				-				(19	)			-				(19	)
Net income for the period			-				-				-				-				61				61
Balance as of September 30, 2022			3,544,242				-				3,162				(28	)			(1,692	)			1,442

 

		Common Stock								Additional paid-in				Treasury Stocks				Accumulated other comprehensive				Accumulated				Total stockholders’
		Number				Amount				Capital				Receivables				Loss				Deficit				equity
		Unaudited
Balance as of July 1, 2023			3,544,242				-				3,162				(321	)			(24	)			(1,768	)			1,049
Treasury stocks receivables			-												-				-				-				-
Net loss for the period			-				-				-				-				-				(4	)			(4	)
Balance as of September 30, 2023			3,544,242				-				3,162				(321	)			(24	)			(1,772	)			1,045

 

		Common Stock								Additional paid-in				Accumulated other comprehensive				Accumulated				Total stockholders’
		Number				Amount				Capital				loss				Deficit				equity
		Unaudited
Balance as of January 1, 2022			3,544,242				-				3,162				155				(1,752	)			1,565
Foreign currency translation adjustments			-				-				-				(183	)			-				(183	)
Net income for the period			-				-				-				-				60				60
Balance as of September 30, 2022			3,544,242				-				3,162				(28	)			(1,692	)			1,442

 

		Common Stock								Additional paid-in				Treasury Stocks				Accumulated other comprehensive				Accumulated				Total stockholders’
		Number				Amount				Capital				Receivables				loss				Deficit				equity
		Unaudited
Balance as of January 1, 2023			3,544,242				-				3,162				-				(24	)			(1,778	)			1,360
Treasury stocks receivables			-												(321	)			-				-				(321	)
Net income for the period			-				-				-				-				-				6				6
Balance as of September 30, 2023			3,544,242				-				3,162				(321	)			(24	)			(1,772	)			1,045

 

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

 

F-4

 

 

CREATIONS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollars in thousands)

 

		For the period of nine months ended September 30,
		2023				2022
		Unaudited
Cash flows from operating activities:
Net income (loss)			6				60
Less net income from discontinued operations			-				(90	)
Adjustments to reconcile net loss to net cash used in operating activities:
Foreign exchange differences			6
Capital gain from realization of subsidiary			(112	)			-
Changes in operating assets and liabilities:
Accounts payable			(59	)			-
Related parties			1				-
Operating cash flow from discontinued operations			-				115
Net cash provided by (used in) operating activities			(158	)			85
Cash flows from investing activities:
Restricted cash			-				-
Investing cash flow from discontinued operations			-				(46	)
Realization of subsidiary (appendix A)			907				-
Net cash provided by (used in) investing activities			907				(46	)
Foreign currency translation adjustments on cash and cash equivalents from discontinued operations			-				(55	)
Change in cash and cash equivalents			749				(16	)
Cash of continuing operations at the beginning of the period			114				195
Cash of discontinued operations at the beginning of the period			256				308
Cash at the end of the period			1,119				487
Less cash of discontinued operations at the end of the period			-				(342	)
Cash and cash equivalents at end of the period			1,119				145

 

Appendix A – Realization of subsidiary

 

Asset held for sale (excluding cash)			(485	)
Capital note			(637	)
Treasury stocks receivables			321
Capital gain from realization of subsidiary			(112	)
Foreign exchange differences from realization of subsidiary			6
Cash inflow from disposal of subsidiary			(907	)

 

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

 

F-5

 

 

CREATIONS INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(U.S. dollars in thousands)

 

NOTE 1 - GENERAL

 

A.

Creations Inc. (hereinafter: the “Company”) was established as a private company under the laws of the State of Delaware on May 13, 2019. The Company’s core business is providing investment services for Israeli mutual funds. It operates as a portfolio manager through its wholly-owned subsidiaries.

 

The Company had three wholly owned subsidiaries. Ocean Yetsira Ltd. (previously called Yestsira Holdings Ltd. (until April 28, 2021)) (hereinafter: “Ocean Yetsira”) which was established as a private Israeli corporation in December 2017, Yetsira Investment House Ltd. (hereinafter: “Yetsira”) which was established as a private Israeli corporation in November 2016 and Ocean Partners Y.O.D.M (hereinafter: “Ocean”) following its acquisition.

 

B.

On February 9, 2023, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) by and among Aharon Barkai & Co. Ltd. (the “Purchasers”) through its controllers Yaniv Aharon and Dan Barkai, and an agreement for the purchase of Shares and Capital Notes (the “Purchase Agreement”), whereby the Company sold all of the capital stock and capital notes of Ocean Yetsira Ltd. (“Ocean Yetsira”) in exchange for the payment of an aggregate of ILS 2,061,930 (approximately $567,000) and the return of 1,254,498 shares of common stock of the Company and 1,254,498 warrants to purchase common stock owned by the Purchasers. The transactions contemplated in the Purchase Agreement and the Share Exchange Agreement are collectively referred to as the “Transaction”. Mr. Aharon is a director of the Company. The Capital Notes in the amount of ILS 2,165,800 (approximately $596,000) which are owed to the Company by Ocean will be repaid by the Purchasers at closing as well. The closing of the transaction was subject to the approval of the Court of Family Affairs to allow the Executor of the Estate of Guy Nissenson to sign upon behalf of the Estate and to approval of the Company’s stockholders. On March 20, 2023, such approval was obtained.

 

The transaction closing was on August 2, 2023. On August 14, 2023, the company received the cash consideration of the transaction amounted to $1,163,220.

 

As at the date of the financial statements approval, the shares described above were not received.

 

According to agreements between the parties to the share exchange agreements, as of February 7, 2023, the Company shall not have any financial or economic benefit with respect to the contentious operation of Ocean Yetsira and its subsidiaries.

 

C.

On August 31, 2020, the Company’s registration statement on Form S-1 was declared effective by the U.S. Securities and Exchange Commission. As at the date of filing this report, the Company’s shares have not begun to be quoted on the OTCQB.

 

D.

The figures in the financial statements are stated in U.S. Dollars in thousands unless otherwise mentioned.

 

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

 

The interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The interim financial statements do not include a full disclosure as required in annual financial statements and should be read with the annual financial statements of the Company as of December 31, 2022. The accounting policies implemented in the interim financial statements is consistent with the accounting policies implemented in the annual financial statements as of December 31, 2022, except of the following accounting pronouncement adopted by the company.

 

F-6

 

 

A. Use of Estimates in Preparation of Financial Statements

 

The preparation of consolidated financial statements in conformity with U.S. GAAP accounting principles requires management to make estimates and assumptions. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

 

B. Principles of consolidation

 

The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

 

C. Functional currency

 

The functional currency of the Company is the U.S. dollar, which is the currency of the primary economic environment in which it operates. In accordance with ASC 830, “Foreign Currency Matters” (ASC 830), monetary balances denominated in or linked to foreign currency are stated on the basis of the exchange rates prevailing at the applicable balance sheet date. For foreign currency transactions included in the statement of operations, the exchange rates applicable on the relevant transaction dates are used. Gains or losses arising from changes in the exchange rates used in the translation of such transactions and from the remeasurement of monetary balance sheet items are carried as financing income or expenses.

 

The functional currency of Ocean Yetsira, Yetsira and Ocean is the New Israeli Shekel (“NIS”) and their financial statements are included in the consolidation based on translation into US dollars. Accordingly, assets and liabilities were translated from NIS to US dollars using year-end exchange rates, and income and expense items were translated at average exchange rates during the year. Gains or losses resulting from translation adjustments are reflected in stockholders’ equity, under “Accumulated Other Comprehensive Income”.

		September 30,				September 30,
		2023				2022
Official exchange rate of NIS 1 to US dollar			0.262				0.282
Exchange rate change in the period			(8.0)	%			(12.2)	%

 

 

F-7

 

 

CREATIONS INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(U.S. dollars in thousands)

 

NOTE 3 - SIGNIFICAN EVENTS DURING THE PERIOD

 

Following the closing of the transactions described in note 1.B. on March 20, 2023, the company disposed its investments in Ocean Yetsira, Yetsira and Ocean (the sold companies) and recognized a receivable balance in the amount of $1,169 and treasury stock balance in the amount of $321 deducted from the shareholders equity. On August 14, 2023, the company received the cash consideration of the transaction amounted to $1,163.

 

As of February 7, 2023, the Company do not have any financial or economic benefit with respect to the contentious operation of Ocean Yetsira and its subsidiaries. As a result, the company ceased the consolidation of the sold companies’ assets, liabilities and results. For practical matters, the consolidation ceased as of January 1, 2023.

 

As at the date of the financial statements approval, the shares described in note 1.B. were not received.

 

Assets Held for Sale

 

In accordance with the provisions of ASC-205-20, presentation of Financial Statements, the company have separately reported the assets and liabilities of the discontinued operations in the consolidated statements of financial position as of December 31, 2022.

 

Following non-commital guidelines for future transactions regarding sale of main activity to related parties during 2022 and the agreement described in note 1.B., the company classified its investments in the sold companies as of December 31, 2022 as an asset held for sale. The balances of the sold companies were as follows.

		December 31,
		2022
Cash and cash equivalents			256
Marketable securities			310
Bank deposit			18
Accounts receivable			102
Other current assets			7
Property and equipment, net			36
Intangible assets, net			205
Goodwill			574
Total assets			1,508
Accounts payable			83
Deferred taxes			47
Capital note			637
Total liabilities			767

 

F-8

 

 

NOTE 4 - RELATED PARTIES BALANCES AND TRANSACTIONS

 

A.

Balances with related parties

 

		September 30,				December 31,
		2023				2022
Assets:
Loans granted to stockholders		$	12			$	13
Liabilities:
Management fee payable to related parties		$	44			$	67

 

B.

Transactions with related parties

 

		Three months ended September 30,
		2023				2022
Income:
Interest income in respect to loans granted to stockholders		$	-	*		$	-	*
Expenses:
Management fee**		$	18			$	79

 

		Nine months ended September 30,
		2023				2022
Income:
Interest income in respect to loans granted to stockholders		$	-	*		$	-	*
Expenses:
Management fee**		$	70			$	284

 

	*	Less than $1 thousand.
	**	Comparative figures included in discontinued operations.

 

 

F-9

 

 

ITEM 2.

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

 

This quarterly Report contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control, which may include statements about our:

 

	●	business strategy;
	●	financial strategy;
	●	intellectual property;
	●	production;
	●	future operating results; and
	●	plans, objectives, expectations, and intentions contained in this report that are not historical.

 

All statements, other than statements of historical fact included in this report, regarding our strategy, intellectual property, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this report, the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. All forward-looking statements speak only as of the date of this report. You should not place undue reliance on these forward-looking statements. Although we believe that our plans, intentions, and expectations reflected in or suggested by the forward-looking statements we make in this report are reasonable, we can give no assurance that these plans, intentions or expectations will be achieved. These statements may be found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as in this report generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur.

 

Organizational History

 

Creations, Inc. was incorporated in May 2019. On July 1, 2019, Creations, Inc, acquired a 100% interest in Ocean-Yetsira Ltd (. former- Yetsira Holdings Ltd), through a share swap agreement. Ocean Yetsira is an Israeli Corporation incorporated in December 2017 which in turn owns 100% of Yetsira Investment House (“Yetsira”), which was incorporated in November 2016.

 

On August 19, 2020, the Company purchased 7.5% of the outstanding and issued shares of Ocean Partners Y.O.D.M Ltd., an Israeli corporation (“Ocean”) for total cash consideration of approximately $87,000. On September 7, 2020, the Company entered into a share exchange agreement by and among Yetsira, Ocean, and certain shareholders of Ocean, pursuant to which the Company acquired the remaining 92.5% of the capital stock of Ocean in exchange for an aggregate of 1,254,498 shares of common stock of the Company, $0.001 par value, and 1,254,498 warrants to purchase shares of common stock of the Company (the “Warrants”) issued to the certain Ocean shareholders by the Company. The Warrants are convertible into shares of our common stock over a period of three-years at an exercise price of $1.00 per share. The Company completed the acquisition on September 28, 2020.

 

Following the acquisition of Ocean, all the investment management business of the group is managed through Ocean.

 

On August 31, 2020, the Company’s registration statement on Form S-1 was declared effective by the U.S. Securities and Exchange Commission. As of the date of filing this report, the Company’s shares have not begun to be quoted on the OTCQB.

 

On April 17, 2022, the board of directors approved a resolution as to matters of ongoing conduct such as signatory rights, voting etc. In addition, compensation of officers was updated. Also, non-committal guidelines for future transactions regarding sale of main activity to related parties and sale of holdings by those parties were discussed, these guidelines are pursuant to completion of legal structuring, compliance issues and more.

 

2

 

 

On February 9, 2023, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) by and among Aharon Barkai & Co. Ltd. (the “Purchasers”) through its controllers Yaniv Aharon and Dan Barkai, and an agreement for the purchase of Shares and Capital Notes (the “Purchase Agreement”), whereby the Company sold all of the capital stock and capital notes of Ocean Yetsira Ltd. (“Ocean”) in exchange for the payment of an aggregate of ILS 2,061,930 (approximately $586,000) and the return of 1,254,498 shares of common stock of the Company and 1,254,498 warrants to purchase common stock owned by the Purchasers. The transactions contemplated in the Purchase Agreement and the Share Exchange Agreement are collectively referred to as the “Transaction”). Mr. Aharon is a director of the Company. The Capital Notes in the amount of ILS 2,165,800 (approximately $615,000) which are owed to the Company by Ocean will be repaid by the Purchasers at closing as well. The closing of the transaction was subject to the approval of the Court of Family Affairs to allow the Executor of the Estate of Guy Nissenson to sign upon behalf of the Estate and to approval of the Company’s stockholders. On March 20, 2023, such approval was obtained.

 

The transaction closing was on August 2, 2023. On August 14, 2023, the company received the cash consideration of the transaction amounted to $1,163,220.

 

As at the date of the financial statements approval, the shares described above were not received.

 

According to agreements between the parties to the share exchange agreements, as of February 7, 2023, the Company shall not have any financial or economic benefit with respect to the contentious operation of Ocean Yetsira and its subsidiaries.

 

Recently Issued Accounting Pronouncements

 

Management reviewed currently issued pronouncements during the nine months ended September 30, 2023, and does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements.

 

Results of Operations for the nine months ended September 30, 2023, compared to nine months Ended September 30, 2022 (In Thousands)

 

Following the agreement described above, As of February 7, 2023, the Company does not have any financial or economic benefit with respect to the contentious operation of Ocean Yetsira and its subsidiaries. As a result, the company ceased the consolidation of the sold companies’ assets, liabilities, and results. For practical matters, the consolidation ceased as of January 1, 2023. The company received an amount of $1,163 and recognized a receivable treasury stock balance in the amount of $321 deducted from the shareholders’ equity.

 

General and Administrative Expenses

 

For the nine-months ended September 30, 2023, our general and administrative expenses were $100 compared to $30 for the nine-months ended September 30, 2022, those increase in expenses were attributed to company’s headquarters, CPA, attorney, bookkeeping and management.

 

Net Income, Loss

 

Net income, loss for the nine-months ended on September 30, 2023, and 2022, amount to income of $6 and loss $60 respectively, the income is attributed to $112 Capital gain from realization of subsidiary.

 

After taking into account foreign currency translation adjustments, which resulted in other comprehensive income of $6 and loss of $123 for the nine-months ended September 30, 2023, and 2022, respectively, this after other comprehensive expenses of $0 and $183 for the nine-months ended September 30, 2023, and 2022, respectively.

 

Liquidity and capital resources

 

As of September 30, 2023, the Company had cash and cash equivalent, from continued operations in the amount of $1,119 compared to cash and cash equivalents in the amount of $114 as of December 31, 2022.

 

Stockholders’ equity as of September 2023, was $1,045, compared to stockholders’ equity of $1,360 as of December 31, 2022.

 

The Company’s accumulated deficit was $1,772 and $1,778 as of September 30, 2023 and of December 31, 2022, respectively.

 

Off- Balance Sheet Arrangements

 

The Company currently does not have any off-balance sheet arrangements.

 

3

 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and (ii) accumulated and communicated to our management, including our chief executive officer and chief financial officer, or person performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15f of the Exchange Act) that occurred during the quarter ended September 30, 2023 that has materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Limitations on Internal Controls

 

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

 

4

 

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

There are no legal proceedings to which we are presently a party, and we are not aware of any legal proceedings threatened or contemplated against us.

 

Item 1A. Risk Factors.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

During the quarter ended September 30, 2023, the Company did not issue any unregistered securities.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information.

 

Not applicable.

 

Item 6. Exhibits.

 

Exhibit Number		Description of Exhibit
31		Certification by Chief Executive Officer and Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.*
32		Certification pursuant to 18 U.S.C. §1350 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 Extension Presentation Linkbase.*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

*	Filed herewith.

 

**	Furnished herewith.

 

5

 

 

SIGNATURES

 

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

 

November 22, 2023	CREATIONS, INC.
	/s/ Shmuel Yelsevich
	Shmuel Yelshevich
	Interim Chief Executive Officer, Chief Financial Officer, President, Treasurer, and Secretary (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

 

6

 

 

Exhibit 31

 

RULE 13a-14(a)/15d-14(a) CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND ACTING CHIEF FINANCIAL OFFICER

 

I, Shmuel Yelshevich, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Creations, Inc. for the quarter ended September 30, 2023;

 

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. The registrant’s other certifying officer and I are 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 15(d)-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 our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our 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 our 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. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the registrant’s audit committee of the 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 22, 2023

 

/s/ Shmuel Yelshevich
Shmuel Yelshevich
Interim Chief Executive Officer, Chief Financial Officer,
President, Treasurer, and Secretary

 

 

Exhibit 32

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND ACTING CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. 1350

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Creations, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Shmuel Yelshevich, Interim Chief Executive Officer and Chief Financial Officer of the Company hereby 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 15(d) of the Securities Exchange Act of 1934; and
	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

 

Date: November 22, 2023

 

/s/ Shmuel Yelshevich
Shmuel Yelshevich
Interim Chief Executive Officer, Chief Financial Officer,
President, Treasurer, and Secretary

 

  

Cover - shares	9 Months Ended
	Sep. 30, 2023	Nov. 21, 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	333-240161
Entity Registrant Name	CREATIONS, INC.
Entity Central Index Key	0001795938
Entity Tax Identification Number	84-2054332
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	c/o Sichenzia Ross Ference Carmel LLP
Entity Address, Address Line Two	1185 Avenue of the Americas, 31st Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10036
City Area Code	212
Local Phone Number	930-9700
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		3,544,242

Condensed Consolidated Statements of Financial Position - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 1,119	$ 114
Capital Note		637
Assets held for sale		1,508
Total current assets	1,119	2,259
Non-current assets
Loans granted to stockholders	12	13
Total non-current assets	12	13
Total assets	1,131	2,272
Current liabilities
Accounts payable	86	145
Liabilities held for sale		767
Total current liabilities	86	912
Total liabilities	86	912
Stockholders’ Equity
Common Stock of $0.0001 par value - Authorized: 100,000,000 shares at September 30, 2023 and December 31, 2022; Issued and outstanding: 3,544,242 shares at September 30, 2023 and December 31, 2022
Additional paid-in capital	3,162	3,162
Treasury stocks receivables	(321)
Accumulated other comprehensive loss	(24)	(24)
Accumulated deficit	(1,772)	(1,778)
Total stockholders’ equity	1,045	1,360
Total liabilities and stockholders’ equity	$ 1,131	$ 2,272

Condensed Consolidated Statements of Financial Position (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	3,544,242	3,544,242
Common stock, shares outstanding	3,544,242	3,544,242

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
General and administrative expenses (related parties of $18, $0, $70 and $0 respectively)	$ (26)	$ 10	$ (122)	$ (30)
Operating loss	(26)	10	(122)	(30)
Foreign exchange differences			(6)
Capital gain from realization of subsidiary			112
Net income (loss) before tax from continuing operations	(26)	10	(16)	(30)
Tax income	22		22
Net income (loss) for the period from continuing operations	(4)	10	6	(30)
Net income from discontinued operations, net of tax		51		90
Net income (loss) for the period	(4)	61	6	60
Other comprehensive expenses:
Other comprehensive expenses: Foreign currency translation adjustments from discontinued operation		(19)		(183)
Comprehensive income (loss)	$ (4)	$ 42	$ 6	$ (123)
Basic net income (loss) per share	$ 0.00	$ 0.02	$ 0.00	$ 0.02
Diluted net income (loss) per share	$ 0.00	$ 0.02	$ 0.00	$ 0.02
Weighted average number of Common Stock used in computing basic loss per share	3,544,242	3,544,242	3,544,242	3,544,242
Weighted average number of Common Stock used in computing diluted loss per share	3,544,242	3,544,242	3,544,242	3,544,242

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Related Party [Member]
Defined Benefit Plan Disclosure [Line Items]
General and administrative expenses	$ 18	$ 0	$ 70	$ 0

Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Treasury Stock, Common [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2021		$ 3,162		$ 155	$ (1,752)	$ 1,565
Beginning balance, shares at Dec. 31, 2021	3,544,242
Foreign currency translation adjustments				(183)		(183)
Net income (loss) for the period					60	60
Ending balance, value at Sep. 30, 2022		3,162		(28)	(1,692)	1,442
Ending balance, shares at Sep. 30, 2022	3,544,242
Beginning balance, value at Jun. 30, 2022		3,162		(9)	(1,753)	1,400
Beginning balance, shares at Jun. 30, 2022	3,544,242
Foreign currency translation adjustments				(19)		(19)
Net income (loss) for the period					61	61
Ending balance, value at Sep. 30, 2022		3,162		(28)	(1,692)	1,442
Ending balance, shares at Sep. 30, 2022	3,544,242
Beginning balance, value at Dec. 31, 2022		3,162		(24)	(1,778)	1,360
Beginning balance, shares at Dec. 31, 2022	3,544,242
Foreign currency translation adjustments
Net income (loss) for the period					6	6
Treasury stocks receivables			(321)			(321)
Ending balance, value at Sep. 30, 2023		3,162	(321)	(24)	(1,772)	1,045
Ending balance, shares at Sep. 30, 2023	3,544,242
Beginning balance, value at Jun. 30, 2023		3,162	(321)	(24)	(1,768)	1,049
Beginning balance, shares at Jun. 30, 2023	3,544,242
Foreign currency translation adjustments
Net income (loss) for the period					(4)	(4)
Treasury stocks receivables
Ending balance, value at Sep. 30, 2023		$ 3,162	$ (321)	$ (24)	$ (1,772)	$ 1,045
Ending balance, shares at Sep. 30, 2023	3,544,242

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net income (loss)	$ (4)	$ 61	$ 6	$ 60
Less net income from discontinued operations		(51)		(90)
Adjustments to reconcile net loss to net cash used in operating activities:
Foreign exchange differences			6
Capital gain from realization of subsidiary			(112)
Changes in operating assets and liabilities:
Accounts payable			(59)
Related parties			1
Operating cash flow from discontinued operations				115
Net cash provided by (used in) operating activities			(158)	85
Cash flows from investing activities:
Restricted cash
Investing cash flow from discontinued operations				(46)
Realization of subsidiary (appendix A)			907
Net cash provided by (used in) investing activities			907	(46)
Foreign currency translation adjustments on cash and cash equivalents from discontinued operations				(55)
Change in cash and cash equivalents			749	(16)
Cash of continuing operations at the beginning of the period			114	195
Cash of discontinued operations at the beginning of the period			256	308
Cash at the end of the period	1,119	487	1,119	487
Less cash of discontinued operations at the end of the period		(342)		(342)
Cash and cash equivalents at end of the period	$ 1,119	$ 145	1,119	$ 145
Appendix A – Realization of subsidiary
Asset held for sale (excluding cash)			(485)
Capital note			(637)
Treasury stocks receivables			(321)
Capital gain from realization of subsidiary			(112)
Foreign exchange differences from realization of subsidiary			6
Cash inflow from disposal of subsidiary			$ (907)

GENERAL	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GENERAL	NOTE 1 - GENERAL   A. Creations Inc. (hereinafter: the “Company”) was established as a private company under the laws of the State of Delaware on May 13, 2019. The Company’s core business is providing investment services for Israeli mutual funds. It operates as a portfolio manager through its wholly-owned subsidiaries.   The Company had three wholly owned subsidiaries. Ocean Yetsira Ltd. (previously called Yestsira Holdings Ltd. (until April 28, 2021)) (hereinafter: “Ocean Yetsira”) which was established as a private Israeli corporation in December 2017, Yetsira Investment House Ltd. (hereinafter: “Yetsira”) which was established as a private Israeli corporation in November 2016 and Ocean Partners Y.O.D.M (hereinafter: “Ocean”) following its acquisition.   B. On February 9, 2023, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) by and among Aharon Barkai & Co. Ltd. (the “Purchasers”) through its controllers Yaniv Aharon and Dan Barkai, and an agreement for the purchase of Shares and Capital Notes (the “Purchase Agreement”), whereby the Company sold all of the capital stock and capital notes of Ocean Yetsira Ltd. (“Ocean Yetsira”) in exchange for the payment of an aggregate of ILS 2,061,930 (approximately $567,000) and the return of 1,254,498 shares of common stock of the Company and 1,254,498 warrants to purchase common stock owned by the Purchasers. The transactions contemplated in the Purchase Agreement and the Share Exchange Agreement are collectively referred to as the “Transaction”. Mr. Aharon is a director of the Company. The Capital Notes in the amount of ILS 2,165,800 (approximately $596,000) which are owed to the Company by Ocean will be repaid by the Purchasers at closing as well. The closing of the transaction was subject to the approval of the Court of Family Affairs to allow the Executor of the Estate of Guy Nissenson to sign upon behalf of the Estate and to approval of the Company’s stockholders. On March 20, 2023, such approval was obtained.   The transaction closing was on August 2, 2023. On August 14, 2023, the company received the cash consideration of the transaction amounted to $1,163,220.   As at the date of the financial statements approval, the shares described above were not received.   According to agreements between the parties to the share exchange agreements, as of February 7, 2023, the Company shall not have any financial or economic benefit with respect to the contentious operation of Ocean Yetsira and its subsidiaries.   C. On August 31, 2020, the Company’s registration statement on Form S-1 was declared effective by the U.S. Securities and Exchange Commission. As at the date of filing this report, the Company’s shares have not begun to be quoted on the OTCQB.   D. The figures in the financial statements are stated in U.S. Dollars in thousands unless otherwise mentioned.

SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES   The interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The interim financial statements do not include a full disclosure as required in annual financial statements and should be read with the annual financial statements of the Company as of December 31, 2022. The accounting policies implemented in the interim financial statements is consistent with the accounting policies implemented in the annual financial statements as of December 31, 2022, except of the following accounting pronouncement adopted by the company.     A. Use of Estimates in Preparation of Financial Statements   The preparation of consolidated financial statements in conformity with U.S. GAAP accounting principles requires management to make estimates and assumptions. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.   B. Principles of consolidation   The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.   C. Functional currency   The functional currency of the Company is the U.S. dollar, which is the currency of the primary economic environment in which it operates. In accordance with ASC 830, “Foreign Currency Matters” (ASC 830), monetary balances denominated in or linked to foreign currency are stated on the basis of the exchange rates prevailing at the applicable balance sheet date. For foreign currency transactions included in the statement of operations, the exchange rates applicable on the relevant transaction dates are used. Gains or losses arising from changes in the exchange rates used in the translation of such transactions and from the remeasurement of monetary balance sheet items are carried as financing income or expenses.   The functional currency of Ocean Yetsira, Yetsira and Ocean is the New Israeli Shekel (“NIS”) and their financial statements are included in the consolidation based on translation into US dollars. Accordingly, assets and liabilities were translated from NIS to US dollars using year-end exchange rates, and income and expense items were translated at average exchange rates during the year. Gains or losses resulting from translation adjustments are reflected in stockholders’ equity, under “Accumulated Other Comprehensive Income”.     September 30,     September 30,       2023     2022   Official exchange rate of NIS 1 to US dollar     0.262       0.282   Exchange rate change in the period     (8.0) %     (12.2) %       CREATIONS INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars in thousands)

SIGNIFICAN EVENTS DURING THE PERIOD	9 Months Ended
	Sep. 30, 2023
Significan Events During Period
SIGNIFICAN EVENTS DURING THE PERIOD	NOTE 3 - SIGNIFICAN EVENTS DURING THE PERIOD   Following the closing of the transactions described in note 1.B. on March 20, 2023, the company disposed its investments in Ocean Yetsira, Yetsira and Ocean (the sold companies) and recognized a receivable balance in the amount of $1,169 and treasury stock balance in the amount of $321 deducted from the shareholders equity. On August 14, 2023, the company received the cash consideration of the transaction amounted to $1,163.   As of February 7, 2023, the Company do not have any financial or economic benefit with respect to the contentious operation of Ocean Yetsira and its subsidiaries. As a result, the company ceased the consolidation of the sold companies’ assets, liabilities and results. For practical matters, the consolidation ceased as of January 1, 2023.   As at the date of the financial statements approval, the shares described in note 1.B. were not received.   Assets Held for Sale   In accordance with the provisions of ASC-205-20, presentation of Financial Statements, the company have separately reported the assets and liabilities of the discontinued operations in the consolidated statements of financial position as of December 31, 2022.   Following non-commital guidelines for future transactions regarding sale of main activity to related parties during 2022 and the agreement described in note 1.B., the company classified its investments in the sold companies as of December 31, 2022 as an asset held for sale. The balances of the sold companies were as follows.     December 31,       2022   Cash and cash equivalents     256   Marketable securities     310   Bank deposit     18   Accounts receivable     102   Other current assets     7   Property and equipment, net     36   Intangible assets, net     205   Goodwill     574   Total assets     1,508             Accounts payable     83   Deferred taxes     47   Capital note     637   Total liabilities     767

RELATED PARTIES BALANCES AND TRANSACTIONS	9 Months Ended
	Sep. 30, 2023
Related Party Transactions [Abstract]
RELATED PARTIES BALANCES AND TRANSACTIONS	NOTE 4 - RELATED PARTIES BALANCES AND TRANSACTIONS   A. Balances with related parties       September 30,     December 31,       2023     2022                 Assets:                 Loans granted to stockholders   $ 12     $ 13                     Liabilities:                 Management fee payable to related parties   $ 44     $ 67     B. Transactions with related parties       Three months ended September 30,       2023     2022                 Income:                 Interest income in respect to loans granted to stockholders   $ - *   $ - *                   Expenses:                 Management fee**   $ 18     $ 79         Nine months ended September 30,       2023     2022                 Income:                 Interest income in respect to loans granted to stockholders   $ - *   $ - *                   Expenses:                 Management fee**   $ 70     $ 284       * Less than $1 thousand.   ** Comparative figures included in discontinued operations.

SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Use of Estimates in Preparation of Financial Statements	A. Use of Estimates in Preparation of Financial Statements   The preparation of consolidated financial statements in conformity with U.S. GAAP accounting principles requires management to make estimates and assumptions. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Principles of consolidation	B. Principles of consolidation   The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Functional currency	C. Functional currency   The functional currency of the Company is the U.S. dollar, which is the currency of the primary economic environment in which it operates. In accordance with ASC 830, “Foreign Currency Matters” (ASC 830), monetary balances denominated in or linked to foreign currency are stated on the basis of the exchange rates prevailing at the applicable balance sheet date. For foreign currency transactions included in the statement of operations, the exchange rates applicable on the relevant transaction dates are used. Gains or losses arising from changes in the exchange rates used in the translation of such transactions and from the remeasurement of monetary balance sheet items are carried as financing income or expenses.   The functional currency of Ocean Yetsira, Yetsira and Ocean is the New Israeli Shekel (“NIS”) and their financial statements are included in the consolidation based on translation into US dollars. Accordingly, assets and liabilities were translated from NIS to US dollars using year-end exchange rates, and income and expense items were translated at average exchange rates during the year. Gains or losses resulting from translation adjustments are reflected in stockholders’ equity, under “Accumulated Other Comprehensive Income”.     September 30,     September 30,       2023     2022   Official exchange rate of NIS 1 to US dollar     0.262       0.282   Exchange rate change in the period     (8.0) %     (12.2) %

SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
SCHEDULE OF TRANSLATION ADJUSTMENTS	September 30,     September 30,       2023     2022   Official exchange rate of NIS 1 to US dollar     0.262       0.282   Exchange rate change in the period     (8.0) %     (12.2) %

SIGNIFICAN EVENTS DURING THE PERIOD (Tables)	9 Months Ended
	Sep. 30, 2023
Significan Events During Period
SCHEDULE OF DISCONTINUED OPERATIONS HELD FOR SALE	December 31,       2022   Cash and cash equivalents     256   Marketable securities     310   Bank deposit     18   Accounts receivable     102   Other current assets     7   Property and equipment, net     36   Intangible assets, net     205   Goodwill     574   Total assets     1,508             Accounts payable     83   Deferred taxes     47   Capital note     637   Total liabilities     767

RELATED PARTIES BALANCES AND TRANSACTIONS (Tables)	9 Months Ended
	Sep. 30, 2023
Related Party Transactions [Abstract]
SCHEDULE OF BALANCES WITH RELATED PARTIES	September 30,     December 31,       2023     2022                 Assets:                 Loans granted to stockholders   $ 12     $ 13                     Liabilities:                 Management fee payable to related parties   $ 44     $ 67
SCHEDULE OF TRANSACTIONS WITH RELATED PARTIES	Three months ended September 30,       2023     2022                 Income:                 Interest income in respect to loans granted to stockholders   $ - *   $ - *                   Expenses:                 Management fee**   $ 18     $ 79         Nine months ended September 30,       2023     2022                 Income:                 Interest income in respect to loans granted to stockholders   $ - *   $ - *                   Expenses:                 Management fee**   $ 70     $ 284       * Less than $1 thousand.   ** Comparative figures included in discontinued operations.

GENERAL (Details Narrative)	Aug. 14, 2023 USD ($)	Feb. 09, 2023 USD ($) shares	Feb. 09, 2023 ILS (₪)
Proceeds from cash consideration | $	$ 1,163,220
Aharon [Member]
Capital notes payable		$ 596,000	₪ 2,165,800
Ocean Yetsira Ltd [Member]
Capital notes payable		$ 567,000	₪ 2,061,930
Ocean Yetsira Ltd [Member] | Common Stock [Member]
Common stock issued		1,254,498
Ocean Yetsira Ltd [Member] | Warrant [Member]
Common stock issued		1,254,498

SCHEDULE OF TRANSLATION ADJUSTMENTS (Details)	9 Months Ended
	Sep. 30, 2023 $ / shares	Sep. 30, 2022 $ / shares
Accounting Policies [Abstract]
Official exchange rate of NIS 1 to US dollar	$ 0.262	$ 0.282
Exchange rate change in the quarter	(0.080)	(0.122)

SCHEDULE OF DISCONTINUED OPERATIONS HELD FOR SALE (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Mar. 20, 2023	Dec. 31, 2022
Significan Events During Period
Cash and cash equivalents			$ 256
Marketable securities			310
Bank deposit			18
Accounts receivable		$ 1,169	102
Other current assets			7
Property and equipment, net			36
Intangible assets, net			205
Goodwill			574
Total assets			1,508
Accounts payable			83
Deferred taxes			47
Capital note			637
Total liabilities			$ 767

SIGNIFICAN EVENTS DURING THE PERIOD (Details Narrative) - USD ($)	Aug. 14, 2023	Sep. 30, 2023	Mar. 20, 2023	Dec. 31, 2022
Significan Events During Period
Receivable balance			$ 1,169,000	$ 102,000
Treasury stock, value		$ 321,000	$ 321,000
Proceeds from cash consideration	$ 1,163,220

SCHEDULE OF BALANCES WITH RELATED PARTIES (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Related Party Transactions [Abstract]
Loans granted to stockholders	$ 12	$ 13
Management fee payable to related parties	$ 44	$ 67

SCHEDULE OF TRANSACTIONS WITH RELATED PARTIES (Details) - Related Party [Member] - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Related Party Transaction [Line Items]
Interest income in respect to loans granted to stockholders	[1]
Management fee	[2]	$ 18	$ 79	$ 70	$ 284
[1] Less than $1 thousand. [2] Comparative figures included in discontinued operations.

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