~~[X]~~ ~~ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~[ ]~~ ~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

WORLD HEALTH ENERGY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

~~(561)~~ (561) 870-0440

(Registrant’s telephone number, including area code)

Securities registered under Section 12 (g) of the Exchange Act: Common Stock, par value $0.0007

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ~~[ ]~~ ☐ No ~~[X]~~ ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ~~[ ]~~ ☐ No ~~[X]~~ ☒

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 ~~[X]~~ ☒ 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 ~~[X]~~ ☒

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ~~[X]~~☒

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.

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

As of April ~~10, 2021, 89,789,407,996~~14, 2024, there were 520,796,074,663 shares of the registrant’s common stock, par value ~~$0.0007~~$0.00001 per share, were outstanding. The aggregate market value of the common stock held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter (June 30, ~~2020)~~2023) was approximately ~~$2.6 million,~~$8,414,607, as computed by reference to the closing price of such common stock on OTC Market on such date.

This Annual Report on Form 10-K contains information that includes or is based upon forward-looking ~~statements regarding our business, financial condition, results of operations and prospects.~~statements. The Securities and Exchange Commission (the “SEC”) encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. ~~This Quarterly Report on Form 10-Q and other written and oral~~These statements often can be identified by the fact that ~~we make from time~~they do not relate strictly to ~~time contain such forward-looking statements that set out anticipated results based on management’s plans and assumptions regarding future events~~historical or ~~performance. We have tried, wherever possible, to identify such statements by using~~current facts. They typically use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “should,” “will” and similar expressions with similar meaning in connection with any discussion of the Company’s future operating or financial performance. ~~In particular, these include~~

Forward-looking statements ~~relating~~are not guarantees of future performance. Any or all forward-looking statements may turn out to ~~future actions, future performance~~be incorrect, and actual results could differ materially from those expressed or ~~results of~~implied in forward-looking statements. Forward-looking statements are based on current ~~and anticipated sales efforts, expenses, the outcome of contingencies, such as legal proceedings, and financial results~~expectations and the ~~effects of the COVID-19 pandemic~~current economic environment. They can be affected by inaccurate assumptions or ~~any similar pandemic.~~by known or unknown risks, uncertainties and other factors that are difficult to predict.

We caution that these factors could cause our actual results of operations and financial condition to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

We assume no obligation to update any forward-looking statements made in this Annual Report on Form 10-K to reflect subsequent events or circumstances or actual outcomes.

The following discussion should be read in conjunction with our unaudited financial statements and the related notes that appear elsewhere in this ~~Quarterly~~Annual Report on Form ~~10-Q~~10-K as well as our other SEC filings.

World Health Energy Holdings ~~Inc.~~ (“~~we” “us” “our”~~WHEN” or the “Company” or ~~“WHEN”~~“us” ) ~~was incorporated on May 21, 1986~~is primarily engaged in the ~~state of Delaware. WHEN is a diversified energy, health,~~global telecom and cybersecurity technology ~~company with corporate offices that are located in Boca Raton, Florida and Ramat Gan, Israel.~~

field. On April 27, 2020, WHEN completed a reverse triangular merger pursuant to the ~~Agreement and Plan of~~ Merger ~~(the “Merger Agreement”)~~Agreement among the Company, R2GA, ~~Inc., a Delaware corporation~~UCG, SG, and a wholly owned subsidiary of the Company (“Sub”), UCG, Inc., a Florida corporation (“Seller”), SG 77 Inc., a Delaware corporation and wholly-owned subsidiary of Seller (“SG”), and RNA Ltd., an Israeli company and a wholly owned subsidiary of SG (“RNA”).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”).~~Company. The Merger became effective as of April 29, 2020, upon the filing of a copy of the Merger Agreement and certificate of merger with the Secretary of State of the State of Delaware, whereby SG became a direct and wholly owned subsidiary of the Company and RNA indirect wholly owned subsidiary of the Company.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.

~~The~~On March 22, 2022 the Company, through SG and RNA, is primarily engaged in data security and analytics and provides intelligent security software and services to enterprises and individuals worldwide The Company leverages artificial intelligenceCrossMobile Sp z o.o., a company formed under the laws of Poland (“~~AI”~~CrossMobile”) and ~~machine learning~~the shareholders of CrossMobile (of which our CEO, Giora Rosenzweig, holds 40.67% and George Baumeohl, a director, holds 3.33%, of the issued preferred share capital of CrossMobile), entered into an Investment Agreement (the “Agreement”) pursuant to ~~deliver innovative solutions~~which the Company purchased in July 2022 an initial 26% equity stake of the ~~areas~~outstanding common share capital of ~~cybersecurity, safety focusing~~CrossMobile on a fully diluted basis, in consideration of the ~~areas~~issuance by the Company to CrossMobile of ~~endpoint security, endpoint management and encryption.~~

As10,000,000,000 restricted shares of Company . In addition, for 18 months following the ~~digital transformation~~date of ~~enterprises continues~~the Agreement, the Company has the option to ~~advance, workforces are becoming more dispersed and mobile, and data and applications are increasingly migrating~~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 ~~the cloud. As part~~acquire such additional shares of ~~this trend, the number of connected endpoints is growing rapidly, as is their complexity~~CrossMobile and the ~~volume~~Company now holds approximately 51% of ~~data that they process~~CrossMobile’s outstanding share capital on a fully diluted basis and ~~store. These endpoints, which include smartphones, laptops, desktops, servers, vehicles, industrial equipment and other connected devices in~~proportionally voting rights. In consideration for the ~~Internet of Things (“IoT”), are increasingly a target for cyber adversaries. The COVID-19 pandemic has accelerated the decentralization~~exercise of the ~~workplace prompting many enterprises~~Additional Share Purchase Option, the Company issued to ~~shift to substantially remote and~~CrossMobile an additional 10,000,000 shares of the Company’s common stock.

CrossMobile provides public mobile work models. At the same time, the threat environment has become increasingly hostile as the number of adversaries grows and the scale and sophistication of their attacks, increasingly focused on the endpoint, continue to develop.

~~The landscape of increasing vulnerability has created opportunities for secure communications platforms, endpoint cybersecurity and management solutions, analytic tools and related~~telephone services ~~that help enterprises and individuals to secure their connected endpoints.~~

~~Our software specializes~~ in data protection, threat detection and response. Our Product offerings enable enterprises to protect data stored on premises and in the cloud, confidential data belonging to customers, financial records, strategic and product plans and other intellectual property and, on a parental or guardian level, to monitor minor children’s cyber activities.

Our product offering, built on proprietary technology, helps enterprises protect data against cyberattacks from both internal and external threats. Our products enable enterprises to analyze data, account activity and user behavior to detect attacks and prevents or limits unauthorized use of sensitive information and prevents potential cyberattacks and limits others by automatically locking down data, allowing access to those who need it. Our products efficiently sustain a secure state with automation and address additional important use cases including data protection, data governance, compliance, data privacy, classification and threat detection and response.

Europe, (without its own radio infrastructure) We believe that the ~~technology underlying~~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 $172.32 billion in 2023 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 billion in 2023 to $424.97 billion in 2030, at a CAGR of 4.51%² during the forecast years. By combining the telecom focus with our existing cyber security product offering, our plan is ~~our primary~~to bring to market a new standard of service in value added telecom and security solutions for B2B and B2C customers alike.

Through March 31, 2024, CrossMobile signed up approximately 2,000 paying subscribers, including B2B and B2C subscribers. CrossMobile intends during the next 12 months to build a strong telecom brand empowered by ‘state of the art’ technology, competitive ~~advantage. The strength of our solution is driven by several~~pricing and a product mix including proprietary ~~technologies~~AI and ~~methodologies that we have developed, coupled with how we have combined them into our highly versatile platform. These advantages enable our end users to~~WHEN’s cybersecurity solutions.

	●	~~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.~~

	●	~~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 thoseAcquisition of ~~other enterprise software companies.~~Instaview

~~We intend to sell substantially all~~On Feb. 26, 2023 we completed the acquisition 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.~~

~~We believe that the COVID-19 pandemic, which continues to impact all~~an initial 26% of society has increased our long-term opportunity to help our customers protect their data and detect threats. Companies around the world now have employees working remotely from potentially vulnerable home networks, accessing critical on-premises data storages and infrastructure through VPNs and sharing information in cloud data stores. We believe this trend is likely to continueInstaview Ltd. (“Instaview”), an emerging technology company in the ~~long-term~~field of AI-based image processing systems, thermal cameras, home and ~~that we are striving to capitalize on~~enterprise security, livestock tracking and control appliances plus much more.

Instaview is engaged in the ~~opportunity ahead.~~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.

~~The implementation~~During the fourth quarter of ~~our strategies is subject to our raising significant cash resources to,~~2023, the company amortized its investment in InstaView and recorded an impairment charge 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 report, we have no commitments for any capital raise.$151,015.

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

Our ~~Product~~product offerings are comprised of ~~two~~three complementary segments, ~~one~~namely

All three are targeting ~~for~~ commercial enterprises (B2B) and ~~one for the~~ individual users (B2C).

B2B Offerings—~~The~~Our B2B Cybersecurity system software development and implementation program ~~focused~~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.

~~We recently~~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 ~~OS-based IOT device.~~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.

~~B2C Cybersecurity~~ ~~—The~~ 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.

SG’s Parental System offers a comprehensive solution which is designed to enable parents wishing to observe their children’s online ~~and offline~~ 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 ~~phones.~~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 ~~SMS~~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

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.

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 fourth quarter of 2024 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.

CrossMobile will rollout the safest online communication highway in the world with stops where you buy

That will meet demanding and ever-changing needs of customers, from large enterprises to individual consumer providing opportunities for rapid top-line growth.

We currently license the vast majority of our products and services thru a global network of resellers and distributors that we refer to as our channel partners. ~~In addition, we maintain~~Only CrossMobile has a ~~highly trained professional~~dedicated direct sales force that is responsible for overall market development, including the management of the relationships with our channel partners and supporting channel partners in winning customers through product demonstrations and risk assessments.strategy. Our channel partners identify potential sales targets, maintain relationships with customers and introduce new products to existing customers. Sales to our channel partners are generally subject to our standard, non-exclusive channel partner agreement.

Our research and development efforts are focused primarily on improving and enhancing our existing products, as well as developing new products, features and functionality. Use of our products has expanded from data governance into areas such as data security, privacy, accessibility and retention, and we anticipate that customers and innovation will drive functionality into additional areas. We regularly release new versions of our products which incorporate new features and enhancements to existing ones. We conduct substantially all of our research and development activities in Israel, and we believe this provides us with access to world-class engineering talent. In addition, we continue to seek opportunities to extend our technological capabilities and grow our business from strategic technological tuck-in acquisitions.

~~Our research and development expense was $263,534 and $489,210 in 2019 and 2020, respectively.~~

We attempt to protect our technology and the related intellectual property under trade secret laws, confidentiality procedures and contractual provisions. No single intellectual property right is solely responsible for protecting our products. The nature and extent of legal protection of our intellectual property rights depends on, among other things, its type and the jurisdiction in which it arises. We currently have no issued patents.

We rely on our unpatented proprietary technology and trade secrets. We generally enter into confidentiality agreements with our employees, consultants, service providers, vendors and customers and generally limit internal and external access to, and distribution of, our proprietary information and proprietary technology through certain procedural safeguards. We also rely on invention assignment agreements with our employees, consultants and others, to assign to the Company all inventions developed by such individuals in the course of their engagement with the Company.

In addition to Company-owned intellectual property, we license software from third parties for integration into our solutions, including ~~open source~~open-source software and other software available on commercially reasonable terms. It may be necessary in the future to seek or renew licenses relating to various aspects of our products, processes and services. While we have generally been able to obtain such licenses on commercially reasonable terms in the past, we cannot provide assurance that such third parties will maintain such software or continue to make it available.

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 go Mr. Baumeohl at per share purchase prices ranging between $0.0003 and $0.0005. As of the date of this report, we have received an aggregate of $1,700,000 from Mr. Baumeohl

Our main competition in the global parental control software market are McAfee LLC (US), Avanquest (France), Bitdefender (Romania), SaferKid (US), Symantec Corporation (US), Webroot Inc. (US), Content Watch Holdings, Inc. (US), Verizon Communications Inc. (US), Mobicip LLC (US), and Trend Micro Inc. (Japan). These are companies that may have been in the market longer than our company, and/or have a more recognizable name, but our proprietary algorithms are designed to trace behavioral pattern changes in the user as opposed to the machine, thus providing a better understanding of the user.

With regards to the B2B product and software available to protect businesses, we believe that our B2B solution is truly unique. Our main known competitor is Checkpoint Systems, yet, our cyber software provides unique protection by analyzing inner company behavioral patterns as well as external, thus aiding our clients to foresee security breaches whether from an internal or external threat.

The mobile GSM market in Europe is in general very competitive. Based on own market research, we believe that by combining our thee business units, we possess competitive advantages.

Foreign and domestic laws and regulations apply to many aspects of the Company’s business.

The Company collects and uses a wide variety of information for various purposes in its business, including to help ensure the integrity of its services and to provide features and functionality to customers. This aspect of the Company’s business is subject to a broad array of evolving privacy and data protection laws, including the European Union’s General Data Protection Regulation national and state laws within the United States, including the California Privacy Rights Act. These laws impose strict operational requirements and can provide for significant penalties for non-compliance. Elements of these evolving laws and regulations, as well as their interpretation and enforcement, remain unclear and the Company may be required to modify its practices to comply with them in the future.

As of ~~December 31, 2020,~~April 14, 2024, we had ~~nine (9) employees. Of~~eight (14) employees, of which ~~six (6)~~eight (8) are primarily engaged in research and development, two (2) engaged in selling and ~~three (3)~~marketing and four (4) in administrative positions.

We currently also have the following ~~subsidiaries.~~subsidiaries, which are currently inactive.

FSC Solutions, Inc. On June 26, 2015, we entered into a Stock Purchase Agreement (the “Agreement”) with FSC and its shareholders which included Uri Tadelis, our former Chief Executive Officer and Director and our former Directors Chaim J. Lieberman and Gal Levy. The Agreement was effective as of July 1, 2015 which served as the closing date for the acquisition. Pursuant to the terms of the Agreement, we acquired all of the capital stock of FSC in exchange for the issuance of 70 billion shares of our unregistered common stock with the possibility of the issuance of an additional 130 Billion common shares upon FSC meeting certain milestones as outlined in the Agreement. Upon completion of the acquisition of FSC, we intended to employ FSC’s software and trading platform to enter the on-line trading industry. 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. Please refer to Item 3 of this report.

World Health Energy, Inc. World Health Energy, Inc. owns an algae-tech business whose primary focus was the production of algae using their proprietary GB3000 growth system. The system quickly and efficiently grows algae for the production of biofuels and food protein. We also sought to produce and market high-quality, low-cost B100 biodiesel. Though, we believe that the Company has been successful in demonstrating the effectiveness of the GB3000 system on a small-scale the Company has not yet been able to raise the necessary capital to implement their technologies on a commercial scale.

~~The corporate structure of the WHEN Group is reflected below in this diagram~~

The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is www.sec.gov. The Company’s websites are ~~located at~~ ~~http://www.worldhealthenergy.com/ and~~ ~~http://www.whengreenenergy.com/~~.located. Information contained on, or accessible through, these websites, or any website stated in this report, is not a part of, and is not incorporated by reference into, this report.

You should consider each of the following risk factors and any other information set forth in this Form. 10-K as the other Company’s reports filed with the SEC, including the Company’s consolidated financial statements and related notes, in evaluating the Company’s business and prospects. The risks and uncertainties described below are not the only ones that impact the Company’s operations and business. Additional risks and uncertainties not presently known to the Company, or that the Company currently considers immaterial, may also impair its business or operations. If any of the following risks actually occur, the Company’s business and financial condition, results or prospects could be harmed.

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 year ended December 31, 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, as needed by the Company through the purchase of shares of the Company’s common stock. In addition, certain shareholders have agreed to provide additional financial support to the Company in the event that the remaining funds provided under the November 1, 2022 investment agreement are not sufficient to support operations. 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.

We have generated to date an insignificant amount of revenue from commercial sales to date and our future profitability is uncertain.

We are incorporated in Delaware and have a limited operating history, and our business is subject to all of the risks inherent in the establishment of a new business enterprise. Our likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with development and expansion of a new business enterprise. Since inception, we have incurred losses and expect to continue to operate at a net loss for at least the next year. Our net losses for the years ended December 31, 2023 and December 31, 2022, were $7,050,400 and $9,946,375, respectively, and our accumulated deficit as of December 31, 2023 and December 31, 2022 was $23,015,196 and $16,035,848, respectively. There can be no assurance that the products will be successfully commercialized, and the extent of our future losses and the timing of our profitability are highly uncertain. If we are unable to achieve profitability, we may be unable to continue our operations.

If we fail to obtain the capital necessary to fund our operations, we will be unable to continue or complete our product development and you will likely lose your entire investment.

We will need to continue to seek capital from time to time to continue development of our products and we cannot provide any assurances that any revenues they may generate in the future will be sufficient to fund our ongoing operations. We believe that we will need to raise substantial additional capital to fund our continuing operations and the development and commercialization of our products. We anticipate that we will need an additional $1,300,000 to build the infrastructure for our sustained growth.

Our business or operations may change in a manner that would consume available funds more rapidly than anticipated and substantial additional funding may be required to maintain operations, fund expansion, develop new or enhanced products, acquire complementary products, business or technologies or otherwise respond to competitive pressures and opportunities, such as a change in the regulatory environment. In addition, we may need to accelerate the growth of our sales capabilities and distribution beyond what is currently envisioned, and this would require additional capital. However, we may not be able to secure funding when we need it or on favorable terms. We may not be able to raise sufficient funds to commercialize the products we intend to develop.

If we cannot raise adequate funds to satisfy our capital requirements, we will have to delay, scale back or eliminate our research and development activities or future operations. We may also be required to obtain funds through arrangements with collaborators, which arrangements may require us to relinquish rights to certain technologies or products that we otherwise would not consider relinquishing, including rights to certain major geographic markets. This could result in sharing revenues which we might otherwise retain for ourselves. Any of these actions may harm our business, financial condition and results of operations.

The amount of capital we may need depends on many factors, including the progress, timing and scope of our product development programs; our ability to enter into and maintain collaborative, licensing and other commercial relationships; and our partners’ commitment of time and resources to the development and commercialization of our products.

Raising additional capital may cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights to our products on unfavorable terms to us.

We may seek additional capital through a variety of means, including through private and public equity offerings and debt financings, collaborations, strategic alliances and marketing, distribution or licensing arrangements. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interests of our stockholders will be diluted, and the terms of such financings may include liquidation or other preferences, anti-dilution rights, conversion and exercise price adjustments and other provisions that adversely affect the rights of our stockholders, including rights, preferences and privileges that are senior to those of our holders of common stock in the event of a liquidation. In addition, debt financing, if available, could include covenants limiting or restricting our ability to take certain actions, such as incurring additional debt, making capital expenditures, or declaring dividends and may require us to grant security interests in our assets. If we raise additional funds through collaborations, strategic alliances, or marketing, distribution or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, or products or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financing when needed, we may need to curtail or cease our operations.

We will need to raise significant capital in order to realize our business plan and the failure to obtain the needed funding could lead to our operational failure.

We will need to raise additional working capital in order to design and develop our second-generation online security and data protection technologies, expand our market strategy and potentially acquire complementary technologies. Without adequate funding, we also may not be able to accelerate the development and deployment of our products, respond to competitive pressures and develop new or enhanced products. At the present time, we have no commitments for any financing, and there can be no assurance that capital will be available to us on commercially acceptable terms or at all. We may have difficulty obtaining additional funds as and when needed and we may have to accept terms that would adversely affect our stockholders. Any failure to achieve adequate funding will delay our development programs and product launches and could lead to abandonment of one or more of our development initiatives, as well as prevent us from responding to competitive pressures or take advantage of unanticipated acquisition opportunities.

Any additional equity financing may be dilutive to stockholders, and debt and certain types of equity financing, if available, may involve restrictive covenants or other provisions that would limit how we conduct our business or finance our operations.

Even if we raise funds to address our immediate working capital requirements, we also may be required to seek additional financing in the future to respond to increased expenses or shortfalls in anticipated revenues, accelerate product development and deployment, respond to competitive pressures, develop new or enhanced products, or take advantage of unanticipated acquisition opportunities.

These conditions raise substantial doubt as to our ability to continue as a going concern and may make it more difficult for us to raise additional capital when needed. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability of reported assets or liabilities should we be unable to continue as a going concern.

Our independent registered public accounting firm has included an explanatory paragraph relating to our ability to continue as a going concern in its report on our audited financial statements included in this prospectus. Our audited financial statements at December 31, 2020 and 2019 and for the years then ended were prepared assuming that we will continue as a going concern.

Primarily as a result of our losses and limited cash balances and cash flows, the report of our independent registered public accounting firm included elsewhere in this prospectus contains an explanatory paragraph on our financial statements stating that our ability to continue as a going concern is highly contingent on our ability to raise capital for ongoing research and development and clinical trials as we expect to continue to incur losses for the foreseeable future. Such an opinion could materially limit our ability to raise additional funds through the issuance of new debt or equity securities or otherwise. There is no assurance that sufficient financing will be available when needed to allow us to continue as a going concern. The perception that we may not be able to continue as a going concern may also make it more difficult to operate our business due to concerns about our ability to meet our contractual obligations. We cannot provide any assurance that we will be able to raise additional capital.

If we are unable to secure additional capital, we may be required to curtail our clinical and research and development initiatives and take additional measures to reduce costs in order to conserve our cash in amounts sufficient to sustain operations and meet our obligations. These measures could cause significant delays in our clinical and regulatory efforts, which is critical to the realization of our business plan. The accompanying financial statements do not include any adjustments that may be necessary should we be unable to continue as a going concern. It is not possible for us to predict at this time the potential success of our business. The revenue and income potential of our proposed business and operations are currently unknown. If we cannot continue as a viable entity, you may lose some or all of your investment.

We have a history of losses and expect to incur losses and negative operating cash flows in the future.

We expect our operating losses to continue as we continue to expend resources to further develop and enhance our technology offering, to complete prototypes for proof-of-concept, obtain regulatory clearances or approvals as required, expand our business development activities and finance capabilities and conduct further research and development. We also expect to experience negative cash flow in the short-term until licensing revenues increase from our planned acquisitions.

The nature of the technology platforms utilized by us are complex and highly integrated, and if we fail to successfully manage releases or integrate new updates, it could harm our revenues, operating income, and reputation.

The technology platforms developed by us accommodate integrated applications that include our own developed technology and third-party technology, thereby substantially increasing their functionality. By enabling such system interoperability, our communications platform both reduces implementation and ongoing costs, and improves overall management efficiencies.

Due to this complexity and the condensed development cycles under which we operate, we may experience errors in our software, corruption or loss of our data, or unexpected performance issues from time to time. For example, our solutions may face interoperability difficulties with software operating systems or programs being used by our customers, or new releases, upgrades, fixes or the integration of acquired technologies may have unanticipated consequences on the operation and performance of our other solutions. If we encounter integration challenges or discover errors in our solutions late in our development cycle, it may cause us to delay our launch dates. Any major integration or interoperability issues or launch delays could have a material adverse effect on our revenues, operating income and reputation.

Security breaches, cyberattacks or other cyber-risks of our IT and production systems could expose us to significant liability and cause our business and reputation to suffer and harm our competitive position.

Our corporate infrastructure stores and processes our sensitive, proprietary and other confidential information (including as related to financial, technology, employees, marketing, sales, etc.) which is used on a daily basis in our operations. In addition to that, our software involves transmission and processing of our customers’ confidential, proprietary and sensitive information. We have legal and contractual obligations to protect the confidentiality and appropriate use of customer data.

High-profile cyberattacks and security breaches have increased in recent years, with the potential for such acts heightened as a result of the number of employees working ~~remotely due to COVID-19.~~remotely. Security industry experts and government officials have warned about the risks of hackers and cyberattacks targeting IT products and enterprise infrastructure. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and often are not recognized until launched against a specific target, we may be unable to anticipate these techniques or to implement adequate preventative measures. As we continue to increase our client base and expand our brand, we may become more of a target for third parties seeking to compromise our security systems and we anticipate that hacking attempts and cyberattacks will increase in the future. We cannot give assurance that we will always be successful in preventing or repelling unauthorized access to our systems. We also may face delays in our ability to identify or otherwise respond to any cybersecurity incident or any other breach. Additionally, we use third-party service providers to provide some services to us that involve the storage or transmission of data, such as SaaS, cloud computing, and internet infrastructure and bandwidth, and they face various cybersecurity threats and also may suffer cybersecurity incidents or other security breaches. Despite our security measures, our IT and infrastructure may be vulnerable to attacks. Threats to IT security can take a variety of forms. Individual and groups of hackers and sophisticated organizations, including state-sponsored organizations or nation-states, continuously undertake attacks that pose threats to our customers and our IT. These actors may use a wide variety of methods, which may include developing and deploying malicious software or exploiting vulnerabilities in hardware, software, or other infrastructure in order to attack our products and services or gain access to our networks, using social engineering techniques to induce our employees, users, partners, or customers to disclose passwords or other sensitive information or take other actions to gain access to our data or our users’ or customers’ data, or acting in a coordinated manner to launch distributed denial of service or other coordinated attacks. Inadequate account security practices may also result in unauthorized access to confidential and/or sensitive data.

Security risks, including, but not limited to, unauthorized use or disclosure of customer data, theft of proprietary information, theft of intellectual property, theft of internal employee’s PII/PHI information, theft of financial data and financial reports, loss or corruption of customer data and computer hacking attacks or other cyberattacks, could require us to expend significant capital and other resources to alleviate the problem and to improve technologies, may impair our ability to provide services to our customers and protect the privacy of their data, may result in product development delays, may compromise confidential or technical business information, may harm our competitive position, may result in theft or misuse of our intellectual property or other assets and could expose us to substantial litigation expenses and damages, indemnity and other contractual obligations, government fines and penalties, If an actual or perceived breach of our security occurs, the market perception of the effectiveness of our security measures and our products could be harmed, we could lose potential sales and existing customers, our ability to operate our business could be impaired, and we may incur significant liabilities, and we could suffer harm to our reputation and competitive position, and our operating results could be negatively impact our business.

The market opportunity for our products and services may not develop in the ways that we anticipate.

The demand for our products and services can change quickly and in ways that we may not anticipate because the market in which we operate is characterized by rapid, and sometimes disruptive, technological developments, evolving industry standards, frequent new product introductions and enhancements, changes in customer requirements and a limited ability to accurately forecast future customer orders. Our operating results may be adversely affected if the market opportunity for our products and services does not develop in the ways that we anticipate or if other technologies become more accepted or standard in our industry or disrupt our technology platforms.

If we are unable to maintain successful relationships with our channel partners, our business could be adversely affected.

We rely on channel partners, such as distribution partners and resellers, to sell licenses and support and maintenance agreements for our software and to perform some of our professional services. Our ability to achieve revenue growth in the future will depend in part on our success in maintaining successful relationships with our channel partners.

Our agreements with our channel partners are generally non-exclusive, meaning our channel partners may offer customers the products of several different companies. If our channel partners do not effectively market and sell our software, choose to use greater efforts to market and sell their own products or those of others, or fail to meet the needs of our customers, including through the provision of professional services for our software, our ability to grow our business, sell our software and maintain our reputation may be adversely affected. Our contracts with our channel partners generally allow them to terminate their agreements for any reason upon 30 days’ notice. A termination of the agreement has no effect on orders already placed. The loss of a substantial number of our channel partners, our possible inability to replace them, or the failure to recruit additional channel partners could materially and adversely affect our results of operations. If we are unable to maintain our relationships with these channel partners, our business, results of operations, financial condition or cash flows could be adversely affected. Finally, even if we are successful, our relationships with channel partners may not result in greater customer usage of our products and professional services or increased revenue.

The online security and device management industry is highly competitive, and we have a number of competitors that are larger and have greater resources.

We operate in an intensely competitive market which experiences rapid technological developments, changes in customer requirements and changes in industry standards. These in addition to the frequent new product introductions and improvements offered by our competitors. Our competitive position could weaken, and we could experience a drop-in revenue in we are not able to anticipate or react to competitive challenges or if new or existing competitors gain market share in any of our markets. In order to successfully compete, we must maintain a successful research and development effort to develop new product and enhance our existing products. Should we not be successful in responding to our competitors or to changing technological and customer demands, the outcome could be a negative effect on our competitive position and our financial results.

Another challenge is the growing competition from network equipment and computer hardware manufacturers as well as large operating system providers. These firms continuously develop and incorporate into their products data protection and storage and server management software that competes at some levels with our product offerings. Our competitive position could be adversely affected to the extent that our customers perceive the functionality incorporated into these products as replacing the need for our products.

Many of our competitors have deeper pockets, greater technical, sales, marketing, or other resources than we do and consequently may have the ability to influence customers to purchase their products instead of ours.

There is uncertainty as to market acceptance of our technology and services.

The demand for our products and services can change quickly and in ways that we may not anticipate because the market in which we operated is characterized by rapid, and sometimes disruptive, technological development.

We may not be able to complete or integrate successfully any potential future acquisitions, partnerships or joint ventures.

Acquisitions can involve a number of special risks and challenges, including but not limited to:

Integrating an acquired business can be complex, time consuming, as well as an expensive process, which can impact the effectiveness of our internal control over financial reporting.

If such integration is unsuccessful, we may not realize the potential benefits of an acquisition or suffer from adverse effects that we currently cannot foresee.

Any of the foregoing, along with other factors, could harm our ability to achieve anticipated levels of profitability from such acquired businesses or to realize other anticipated benefits of such acquisitions. Due to the fact that acquiring high technology companies is inherently risky, there can be no assurance that future acquisitions will be successful and shall not adversely affect our business, financial condition or operating results.

If we cannot keep pace with rapid developments and changes in our industry and provide new services to our clients, the use of our services could decline, reducing our revenues.

Our future success depends on our ability to respond to the rapidly changing needs of our customers by developing product upgrades and introducing new products on a timely basis. Though we have and continue to incur, significant research and development expenses, the development and introduction of a new product involves significant resources and time commitment and is therefore subject to risks including:

In addition, if we cannot adapt our business models to keep pace with industry trends, our revenue could be negatively impacted.

If we are not successful in managing these risks and challenges, or if our new products, product upgrades, and services are not technologically competitive or do not achieve market acceptance, our business and operating results could be adversely affected.

Our cybersecurity system might be used for fraudulent, illegal or improper purposes, which could expose us to additional liability and harm our business.

Reputation in the cybersecurity field is an important corporate asset. An operating incident, significant cybersecurity disruption, or other adverse event may have a negative impact on our reputation. This, in turn, could make it more difficult for us to compete successfully for new opportunities, obtain necessary regulatory approvals, or could reduce consumer demand for our branded products.

Furthermore, such disruptions or fraudulent use could expose us to liabilities such as lawsuits and settlements. Such liabilities could be time consuming, costly and harmful to our business and funds.

We have significant operations outside of the U.S., including engineering, sales, customer support and production, these will be subject to risks in addition to those faced by our domestic operations such as:

We are subject to regulatory environment changes regarding privacy and data protection and could have a material impact on our results of operations.

The growth and expansion of the company into a variety of new fields may potentially involve new regulatory issues/requirements such as the EU General Data Protection Regulation (GDPR) or the New York Department of Financial Services (NYDFS) Cybersecurity Regulation. The potential cost of compliance with or imposed by new/existing regulations and policies that are applicable to us may affect the use of our products and services and could have a material adverse impact on our results of operations.

We may not be able to successfully protect the intellectual property we license and may be subject to infringement claims.

We rely on a combination of contractual rights, copyright, trademark and trade secret laws to establish and protect our proprietary technology. We customarily require our employees and independent contractors to execute confidentiality agreements or otherwise to agree to keep our proprietary information confidential when their relationship with us begins. Typically, our employment contracts also include clauses requiring our employees to assign to us all of the inventions and intellectual property rights they develop in the course of their employment and to agree not to disclose our confidential information. Nevertheless, others, including our competitors, may independently develop similar technology to that licensed by us, duplicate our services or design around our intellectual property. Further, contractual arrangements may not prevent unauthorized disclosure of our confidential information or ensure an adequate remedy in the event of any unauthorized disclosure of our confidential information. Because of the limited protection and enforcement of intellectual property rights in many foreign markets, our intellectual property rights may not be as protected as they may be in more developed markets such as the United States. We may have to litigate to enforce or determine the scope or enforceability of our intellectual property rights (including trade secrets and know-how), which could be expensive, could cause a diversion of resources and may not prove successful. The loss of intellectual property protection could harm our business and ability to compete and could result in costly redesign efforts, discontinuance of certain service offerings or other competitive harm. Additionally, we do not hold any patents for our business model or our business processes, and we do not currently intend to obtain any such patents in Mexico, the United States or elsewhere.

We may also be subject to costly litigation in the event our services or the technology that we license are claimed to infringe, misappropriate or otherwise violate any third party’s intellectual property or proprietary rights. Such claims could include patent infringement, copyright infringement, trademark infringement, trade secret misappropriation or breach of licenses. We may not be able to successfully defend against such claims, which may result in a limitation on our ability to use the intellectual property subject to these claims and also might require us to redesign affected services, enter into costly settlement or license agreements, pay costly damage awards, or face a temporary or permanent injunction prohibiting us from marketing or selling certain of our services. In such circumstances, if we cannot or do not license the infringed technology on reasonable terms or substitute similar technology from another source, our revenue and earnings could be adversely impacted. Additionally, in recent years, non-practicing entities have been acquiring patents, making claims of patent infringement and attempting to extract settlements from companies in our industry. Even if we believe that such claims are without merit and successfully defend these claims, defending against such claims is time consuming and expensive and could result in the diversion of the time and attention of our management and employees.

If we don’t have sufficient resellers it is possible we won’t have sufficient funds for aggressive advertising campaigns thus resulting in deficits.

We sell our products to customers around the world through resellers. Sales through indirect channels involve a number of risks, including:

Our exposure to exchange risk mainly involves sales negotiated with customers in U.S. dollars net of expenses and possible investment or loan repayments in this currency. The change in foreign currencies compared to the Israeli Shekel may have an impact on the profit and loss statements for the Company.

Fluctuations in demand for our products and services are driven by many factors, and a decrease in demand for our products could adversely affect our financial result.

We are subject to fluctuations in demand for our products and services due to a variety of factors, including general economic conditions, competition, technological changes, changes in buying patterns, financial difficulties and or budget cuts of our actual and potential customers or resellers, awareness of security threats to IT systems, and other factors. Though such factors can at times increase our sales, yet such fluctuations could have a negative impact on our product sales. If for any reason the demand for our products declines, our revenues and gross margin could be adversely affected.

Our products are complex and operate in a wide variety of computer configurations, which could result in errors or product failures.

Due to the complexity of our product, there is a chance that our products contain undetected errors, failures, or bugs, especially when products are first introduced or when new versions are released. Our products are installed and used in large-scale computing environments, therefore are subject to different operating systems, system management software and network configurations, all of which may cause errors or a failure in our products. Furthermore, these may expose undetected errors, failures, or bugs in our products.

Errors, failures, or bugs in our products could result in negative reviews and publicity, causing damage to our brand name, product returns. These in turn could result in loss of market acceptance, loss of competitive position, or claims by customers. Finally, if an actual or perceived breach of information integrity or availability occurs in one of our customer’s systems, regardless of whether the breach is attributable to our products, the market perception of the effectiveness of our products could be harmed.

Solving any of these problems could require significant expenses and other resources and could cause interruptions, delays, or cessation of our product licensing, which could cause us to lose existing or potential customers and thus affect our operating results.

If we are unable to attract and retain qualified employees, lose key personnel, fail to integrate replacement personnel successfully, or fail to manage our employee base effectively, we may be unable to develop new and enhanced products and services, effectively manage or expand our business, or increase our revenues.

Our future success depends upon our ability to recruit and retain our key management, technical, sales, marketing, finance, and other critical personnel. Our officers and other key personnel are employees-at-will, and we cannot assure you that we will be able to retain them as the competition for workers with the specific skills that we require is significant. In order to attract and retain personnel in a competitive marketplace, we believe that we must provide a competitive compensation package, including cash and equity-based compensation. The unpredictability in our stock price may from time to time unfavorably affect our ability to recruit or retain employees. In addition, we may be unable to obtain required stockholder approvals of future increases in the number of shares available for issuance under our equity compensation plans, and accounting rules require us to treat the issuance of employee stock options and other forms of equity-based compensation as compensation expense. As a result, we may decide to issue fewer equity-based incentives and may be impaired in our efforts to attract and retain necessary personnel. If we are unable to hire and retain qualified employees, or conversely, if we fail to manage employee performance or reduce staffing levels when required by market conditions, our business and operating results could be adversely affected.

Similarly to every work place, from time to time, key personnel in our company may leave, which may in turn have a negative impact and result in significant disruptions to our operations, including harming the timeliness product release, the successful implementation and completion of company initiatives, effectiveness of our disclosure controls and procedures and our internal control over financial reports, and the results of our operations. Furthermore, recruiting, training and successfully integrating replacement employees could be time consuming and may result in additional disruptions to our operations, which could in turn negatively impact future revenues.

Third parties claiming that we infringe their proprietary rights could cause us to incur significant legal expenses and prevent us from selling our products.

There is a possibility of future claims that we allegedly infringed the intellectual property rights of others, including claims regarding patents, copyrights, and trademarks. In addition, former employers of our former, current, or future employees may assert claims that such employees have improperly disclosed to us the confidential or proprietary information of these former employers. Any such claim, with or without merit, could result in costly litigation and distract management from day-to-day operations. If we do not successfully defend our company of such claims, we could be forced to stop selling, or redesign our products, pay monetary amounts as damages, enter into royalty or licensing arrangements, or satisfy indemnification obligations that we have with some of our customers. We cannot assure you that any royalty or licensing arrangements that we may seek in such circumstances will be available to us on commercially reasonable terms or at all.

Governmental regulations setting environmental standards influence the design, components or operation of our products. New regulations and changes to current regulations are always possible and, in some jurisdictions, regulations may be introduced with little or no time to bring related products into compliance with these regulations. Our failure to comply with these regulations may prevent us from selling our products in certain countries. In addition, these regulations may increase our cost of supplying the product by forcing us to redesign existing products or to use more expensive designs or components. This may induce unexpected costs or operational complexities to bring products into compliance. Such could have an adverse effect on our revenues, gross profit margins and results of operations and increase the volatility of our financial results.

In addition, our business could be significantly adversely affected by other business disruptions to us or our third party collaborators that could seriously harm our potential future revenue and financial condition. Our operations, and those of our collaborators, contract manufacturing organizations (CMOs) and other contractors, consultants, and third parties could be subject to other global pandemics, earthquakes, power shortages, telecommunications failures, water shortages, floods, hurricanes, typhoons, fires, extreme weather conditions, medical epidemics and other natural or man-made disasters or business interruptions, for which we are predominantly self-insured. The ~~recent outbreak~~occurrence of ~~COVID-19 or the new coronavirus may adversely affect our business.~~

On January 30, 2020, the World Health Organization (WHO) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spreads globally beyond the point of origin. In March 20, 2020 the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally.

~~The full impact of the COVID-19 outbreak continues to evolve as of the date~~any of these ~~financial statements. As such, it is uncertain as to the full magnitude that the pandemic will have on the Company’s~~business disruptions could seriously harm our operations and financial condition ~~liquidity,~~ and ~~future results of operations. Management is actively monitoring the impact of the global situation on its financial condition, liquidity, operations, suppliers, industry,~~increase our costs and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity for fiscal year 2020.expenses.

It may be difficult to enforce a U.S. judgment against us, our officers and directors and the foreign persons named in this registration statement in the United States or in foreign countries, or to assert U.S. securities laws claims in foreign countries or serve process on our officers and directors and these experts.

While we are incorporated in the State of Delaware, currently all of our directors and executive officers are not residents of the United States, and the foreign persons named in this Annual report on Form 10-K are located outside of the United States. The majority of our assets are located outside the United States. Therefore, it may be difficult for an investor, or any other person or entity, to enforce a U.S. court judgment based upon the civil liability provisions of the U.S. federal securities laws against us or any of these persons in a U.S. or foreign court, or to effect service of process upon these persons in the United States. Additionally, it may be difficult for an investor, or any other person or entity, to assert U.S. securities law claims in original actions instituted in foreign countries. Foreign courts may refuse to hear a claim based on a violation of U.S. securities laws on the grounds that foreign countries are not necessary the most appropriate forum in which to bring such a claim. Even if a foreign court agrees to hear a claim, it may determine that foreign law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process. Certain matters of procedure will also be governed by foreign countries law. There is little binding case law in foreign countries addressing the matters described above.

We may be subject to numerous and varying privacy and security laws, and our failure to comply could result in penalties and reputational damage.

We are subject to laws and regulations covering data privacy and the protection of personal information, including health information. The legislative and regulatory landscape for privacy and data protection continues to evolve, and there has been an increasing focus on privacy and data protection issues which may affect our business. In the U.S., numerou s federal and state laws and regulations, including state security breach notification laws, state health information privacy laws, and federal and state consumer protection laws, govern the collection, use, disclosure, and protection of personal information. Each of these laws is subject to varying interpretations by courts and government agencies, creating complex compliance issues for us. If we fail to comply with applicable laws and regulations we could be subject to penalties or sanctions, including criminal penalties if we knowingly obtain or disclose individually identifiable health information from a covered entity in a manner that is not authorized or permitted by the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, or HIPAA.

Other countries have, or are developing, laws governing the collection, use and transmission of personal information as well. The EU and other jurisdictions have adopted data protection laws and regulations, which impose significant compliance obligations. In the EU, for example, effective May 25, 2018, the GDPR replaced the prior EU Data Protection Directive (95/46) that governed the processing of personal data in the European Union. The GDPR imposes significant obligations on controllers and processors of personal data, including, as compared to the prior directive, higher standards for obtaining consent from individuals to process their personal data, more robust notification requirements to individuals about the processing of their personal data, a strengthened individual data rights regime, mandatory data breach notifications, limitations on the retention of personal data and increased requirements pertaining to health data, and strict rules and restrictions on the transfer of personal data outside of the EU, including to the U.S. The GDPR also imposes additional obligations on, and required contractual provisions to be included in, contracts between companies subject to the GDPR and their third-party processors that relate to the processing of personal data. The GDPR allows EU member states to make additional laws and regulations further limiting the processing of genetic, biometric or health data.

Any failure to comply with the requirements of GDPR and applicable national data protection laws of EU member states, could lead to regulatory enforcement actions and significant administrative and/or financial penalties against us (fines of up to Euro 20,000,000 or up to 4% of the total worldwide annual turnover of the preceding financial year, whichever is higher), and could adversely affect our business, financial condition, cash flows and results of operations.

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.

Several countries, principally in the Middle East, restrict doing business with Israel and Israeli companies, and additional countries may impose restrictions on doing business with Israel and Israeli companies whether as a result of hostilities in the region or otherwise. In addition, there have been increased efforts by activists to cause companies and consumers to boycott Israeli goods based on Israeli government policies. Such actions, particularly if they become more widespread, may adversely impact our ability to sell our products.

There is ~~not an~~a limited active liquid trading market for the Company’s common stock.

The Company reports under the Exchange Act and its Common Stock is eligible for quotation on the OTC Markets. However, there is no regular active trading market in the Company’s Common Stock, and we cannot give an assurance that an active trading market will develop. If an active market for the Company’s Common Stock develops, there is a significant risk that the Company’s stock price may fluctuate dramatically in the future in response to any of the following factors, some of which are beyond our control:

Directors, executive officers, principal stockholders and affiliated entities own a significant percentage of our capital stock, and they may make decisions that our stockholders do not consider to be in their best interests.

As of the date of this current report on Form 10-K, our directors, executive officers, principal stockholders and affiliated entities beneficially own, in the aggregate, approximately ~~90%~~83.84% of our outstanding voting ~~securities immediately following the Merger.~~securities. Additionally, Ms. Gaya Rozensweig, one of our directors, holds Series A preferred Stock which allows her to vote with holders of the Common Stock on an as converted basis giving her effective control of any vote.

This concentration of ownership may have the effect of delaying or preventing a change in control of our company that may be favored by other stockholders. This could prevent transactions in which stockholders might otherwise recover a premium for their shares over current market prices. This concentration of ownership and influence in management and board decision-making could also harm the price of our capital stock by, among other things, discouraging a potential acquirer from seeking to acquire shares of our capital stock (whether by making a tender offer or otherwise) or otherwise attempting to obtain control of our company.

The market price of our common stock may be volatile and such volatility could cause you to lose some or all of your investment.

The market price of our common stock can fluctuate, and as a result you could lose the value of your investment. The market price of our common stock may be affected by a number of factors, including:

~~Because we became public by means of a reverse acquisition, we may not be able to attract the attention of brokerage firms.~~

We may be subject to additional risks because we became public through a reverse acquisition. Securities analysts of brokerage firms may not provide coverage of our company since there is little incentive for brokerage firms to recommend the purchase of our common stock. No assurance can be given that brokerage firms will want to conduct secondary offerings on our behalf in the future.

Our Board of Directors may issue and fix the terms of shares of our Preferred Stock without stockholder approval, which could adversely affect the voting power of holders of our Common Stock or any change in control of our Company.

Our Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares of “blank check” preferred stock, with a $0.0007 par value per share (the “Preferred Stock”), with such designation rights and preferences as may be determined from time to time by the Board of Directors. Our Board of Directors is empowered, without shareholder approval, to issue shares of Preferred Stock with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of our Common Stock. In the event of such issuances, the Preferred Stock could be used, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of our Company.

Our board of directors has significant control over us and we have yet to establish committees comprised of independent directors.

We only have two directors. Because of such limited number of directors, each of our board members has significant control over all corporate issues. Our directors were also the former owners of RNA.

We have not yet established board committees comprised of independent members. Our directors perform these functions, despite there not being independent directors. Thus, there is potential conflict in that our directors are also engaged in management and participated in decisions concerning management compensation and audit issues. While we intend to rectify this situation by expanding the board of directors and forming independent audit and compensation committees, there is no assurance that we will be able to do so.

If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or detect fraud. Consequently, investors could lose confidence in our financial reporting and this may decrease the trading price of our stock.

We must maintain effective internal controls to provide reliable financial reports and to detect and prevent fraud. If we cannot provide reliable financial reports or prevent fraud, we may not be able to manage our business as effectively as would be possible with an effective control system in place. We have not performed an in-depth analysis to determine if historical undiscovered failures of internal controls exist, and may in the future discover areas of our internal control that need improvement.

We have been assessing our internal controls to identify areas that need improvement. We are in the process of implementing changes to internal controls but have not yet completed implementing these changes. Failure to implement these changes to our internal controls or any others that it identifies as necessary to maintain an effective system of internal controls could harm our operating results and cause investors to lose confidence in our reported financial information. Any such loss of confidence would have a negative effect on the trading price of our common stock.

We do not expect to pay dividends and investors should not buy our Common Stock expecting to receive dividends.

We do not anticipate that we will declare or pay any dividends in the foreseeable future. Consequently, you will only realize an economic gain on your investment in our Common Stock if the price appreciates. You should not purchase our Common Stock expecting to receive cash dividends. Since we do not pay dividends, and if we are not successful in establishing an orderly trading market for our shares, then you may not have any manner to liquidate or receive any payment on your investment. Therefore, failure to pay dividends may result in you not seeing any return on your investment even if our business operations are successful. In addition, because we do not pay dividends, we may have trouble raising additional funds which could affect our ability to expand our business operations.

We are likely to raise additional funds, finance acquisitions or develop strategic relationships by issuing capital stock.

We have financed our operations, and we expect to continue to finance our operations, acquisitions and develop strategic relationships, by issuing equity or convertible debt securities, which could significantly reduce the percentage ownership of our existing stockholders. Furthermore, any newly issued securities could have rights, preferences and privileges senior to those of our existing Common Stock. Moreover, any issuances of equity securities made by us may be at or below the prevailing market price of our Common Stock and in any event may have a dilutive impact on your ownership interest, which could cause the market price of our Common Stock to decline.

We may also raise additional funds through the incurrence of debt, and the holders of any debt we may issue would have rights superior to your rights in the event we are not successful and are forced to seek the protection of the bankruptcy laws.

We recognize the importance of developing, implementing and maintaining cybersecurity measures to better safeguard our information systems and protect the confidentiality, integrity and availability of our data. Our management team will work to evaluate and address cybersecurity risks in alignment with our business objectives and operational needs. We have not been subject to cybersecurity challenges that have materially impaired our operations or financial standing. In the future, the Company will require the Board and employees to complete cybersecurity training related to the physical security of assets, data privacy and other information security policies and procedures.

Since May 8, 2018, the Company’s executive offices were, and continue to be at 1825 NW Corporate Blvd., Suite 110, Boca Raton, FL 3343. The Company pays $99 per month to lease this office space.

Our subsidiary RNA Ltd. currently has a corporate office located in, Herzliya, Israel. The office comprises ~~approximatley~~approximately 247 square meters. The lease term for this office is from December 2020 through December 2024 and our monthly renal payment is approximately $4,700.

We believe that ~~the current arrangement is adequate~~our facilities are generally in good condition and suitable to ~~meet~~carry on our ~~current needs.~~business. We also believe that, if required, suitable alternative or additional space will be available to us on commercially reasonable terms.

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 sought~~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 Janaury 6, 2021 whereupon mediation was ordered.~~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 ~~has been~~is vigorously defending the 2022 Lawsuit, which is currently in ~~discussion~~the discovery. Trial is scheduled for May 5, 2025.

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 ~~resolve~~the transfer of any subject shares.

The Florida Court dismissed the amended complaint based on the statute of limitations.

The Company intends to continue to vigorously pursue this ~~issue~~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 ~~that~~which arise in the ordinary course of ~~business, including actions related~~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 ~~intellectual property. Although the outcomes of these legal proceedings cannot be predicted with certainty, we~~business. We are currently not aware of any such legal proceedings that arise in the ordinary course of business, including actions related to our intellectual property. Although the outcomes of these legal proceedings cannot be predicted with certainty, we are currently not aware of any such legal proceedings or claims ~~that we believe, either individually or in the aggregate, will have a material adverse effect on our business, financial condition, or results of operations.~~against us.

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Our Common Stock is quoted on the OTC Pink tier of the OTC Markets Group, Inc. under the symbol “WHEN” and has been quoted under such symbol since July 2016. Our Common Stock is traded sporadically and no established liquid trading market currently exists and there can be no assurance that a liquid market for our Common Stock will ever develop.

~~The following table sets forth, for the periods indicated, the high and low intraday prices~~Market Information

As of April 14, 2024, there were 398 active holders of record of our ~~Comon Stock~~common stock, and the last reported sale price of our common stock on the OTC ~~Pink:~~Pink-tier of OTC Markets on April 12, 2024 was $0.0003.

To date, we have paid no dividends on our common stock and do not expect to pay cash dividends in the foreseeable future. We plan to retain all earnings to provide funds for the operations of our company. In the future, our Board of Directors will decide whether to declare and pay dividends based upon our earnings, financial condition, capital requirements, and other factors that our Board of Directors may consider relevant. We are not under any contractual restriction as to present or future ability to pay dividends.

Unregistered Sales of Equity Securities

On November 1, 2022, we entered into an investment agreement with George Baumeohl, Company’s director, pursuant to which Mr. Baumeohl has agreed to support Company’s operation by way of an equity investment of up to $3 million, as needed.

24	a.	On September 9, 2023 the Company received subscription proceeds of $150,000 under the investment agreement with Mr. Baumeohl in respect of which he is entitled to 500,000,000 shares of Common Stock which have not been issued as of the date of this report
	b.	On October 12, 2023 the Company received subscription proceeds of $175,000 under the investment agreement with Mr. Baumeohl in respect of which he is entitled to 562,500,000 shares of Common Stock which have not been issued as of the date of this report.
	c.	On December 21, 2023 the Company received subscription proceeds of $150,000 under the investment agreement with Mr. Baumeohl in respect of which he is entitled to 375,000,000 shares of Common Stock which have not been issued as of the date of this report.

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.

As of December 31, 2020, there were approximately 372 record holders, an unknown number of additional holders whose stock is held in “street name” and 89,789,407,996 shares of common stock issued and outstanding.

Our transfer agent is Continental Stock Transfer & Trust Company, with an address at 17 Battery Place, New York, NY 10004.Their telephone number is (212) 509-4000.

We have never paid a cash dividend on our Common Stock. We currently intend to retain all earning, if any, to finance the growth and development of our business. We do not anticipate paying any. Cash dividends in the foreseeable future.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to provide information necessary to understand our audited consolidated financial statements for the fiscal years ended December 31, 2023 and December 31, 2022 and highlight certain other information which, in the opinion of management, will enhance a reader’s understanding of our financial condition, changes in financial condition and results of operations. In particular, the discussion is intended to provide an analysis of significant trends and ~~analysis~~material changes in our financial position and the operating results of our business during the year ended December 31, 2023, as compared to the fiscal year ended December 31, 2022. This discussion should be read in conjunction with ~~the~~our consolidated financial statements for the fiscal years ended December 31, 2023 and December 31, 2022 and related notes included elsewhere in this Annual Report on Form 10-K. These historical financial statements may not be indicative of our future performance. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains numerous forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risks described throughout this filing, particularly in “Item 1A. Risk Factors.”

On April 27, 2020, ~~the Company~~WHEN completed a reverse triangular merger pursuant to ~~which SG became~~the Agreement and Plan of Merger (the “Merger Agreement”) among the Company, R2GA, Inc., a ~~direct~~Delaware corporation and ~~wholly owned subsidiary of WHEN and RNA indirect~~a wholly owned subsidiary of the ~~Company.~~Company (“Sub”), UCG, Inc., a Florida corporation (“Seller”), SG 77 Inc., a Delaware corporation and wholly-owned subsidiary of Seller (“SG”), and RNA Ltd., an Israeli company and a wholly owned subsidiary of SG (“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”). The Merger became effective as of April 29, 2020. Each of Gaya Rozensweig and George Baumeohl, directors of the Company, are also the sole shareholders and directors of UCG.

~~WHEN IS~~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 ~~company with proprietary technologies designed~~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 ~~protect individuals and enterprises from cybersecurity threats.~~ SG.

Following the ~~merger, we advanced~~closing, each of SG 77 and RNA became wholly-owned subsidiaries of the ~~development~~Company.

As previously disclosed, WHEN completed the acquisition of a 26% equity interest in CrossMobile Sp. z o.o, a company formed under the laws of Poland (“CrossMobile”). On October 25, 2022, the Company exercised the Additional Share Purchase Option to acquire such additional shares of CrossMobile and ~~AI-based Business Behavioral Analysis (BBA) systems. We expect~~the Company now holds approximately 51% of CrossMobile’s outstanding share capital on a fully diluted basis. In consideration for the exercise of the Additional Share Purchase Option, the Company issued to ~~launch some~~CrossMobile an additional 10,000,000 shares of ~~these products in 2021, subject to sufficient cash resources at hand.~~ the Company’s common stock.

We believe ~~these strategic efforts have positioned~~that the ~~Company for significant value creation~~acquisition of CrossMobile provides an opportunity in ~~2021.~~

~~Alongside these efforts, we continue to develop strategic relationships~~our evolution and provides us with ~~key companies~~a strong foothold in the ~~cybersecurity field. Our goal remains~~European market. CrossMobile is part of a limited group of licensed mobile virtual network operators (MVNO) in the EU. CrossMobile is planning to ~~have our technology platforms incorporated~~roll-out a comprehensive suite of value-added services for B2B and B2C customers in ~~widely distributed software and hardware systems. We also continue to expand and improve our marketing capabilities in order to build our distribution network for~~ the ~~upcoming year.~~telecom industry.

The global telecom market was valued at $1.6 trillion in 2020 and is expected to grow at 5.4% Compound Annual Growth Rate (CAGR) through 2028¹. The global cybersecurity market was valued at $140 billion in 2021 and is expected to reach $376 billion by 2029². 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.

¹Global Telecom Services Market Size Report, 2021-2028. (2022). Retrieved 21 August 2022, from https://www.grandviewresearch.com/industry-analysis/global-telecom-services-market

2 Insights, F. (2022). With 13.4% CAGR, Global Cyber Security Market Size to Surpass USD 376.32 Billion in 2029. Retrieved 21 August 2022, from https://www.globenewswire.com/news-release/2022/06/14/2461786/0/en/With-13-4-CAGR-Global-Cyber-Security-Market-Size-to-Surpass-USD-376-32-Billion-in-2029.html

On Feb. 22, 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.

During the fourth quarter of 2023, the company amortized its investment in InstaView and recorded an impairment charge of $151,015.

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

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, ~~2020~~2023 AND ~~2019~~2022

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

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.

● 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:

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

We expect that our selling and marketing expenses will increase as we continue to increase our selling and marketing efforts in 2024 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 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:

Revenues for the years ended December 31, ~~2020~~2023 and ~~2019~~2022 were ~~$98,159~~$207,709 and ~~103,955,~~$91,120, respectively.

Research and development expenses consist of salaries and related expenses, share-based compensation expenses, consulting fees, service providers’ costs~~, related materials~~ and overhead ~~expenses~~.expenses. Research and development expenses increased from ~~$263,534~~$1,390,545 for the year ended December 31, ~~2019~~2022 to ~~$489,210~~$1,935,085 in ~~2020.~~2023. The increase resulted primarily from ~~increased~~increase in non-cash share-based compensation expenses and in rent and maintenance costs partially offset by decrease in salaries and related expenses.

Selling and Marketing Expenses. Selling and marketing expenses consist primarily of salaries and ~~professional fees~~related expenses. Selling and ~~other development costs associated with our development activities.~~marketing expenses for the year ended December 31, 2023 amounted to $92,053 as compared to $15,656 for the year ended December 31, 2022. The increase is primarily attributable to increase in salaries and related expenses.

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 ~~increased~~decreased from ~~$226,537~~$8,625,959 for the year ended December 31, ~~2019~~2022 to ~~$523,663~~$5,091,007 in ~~2020.~~2023. The ~~increase~~decrease is primarily attributed to the decrease in non-cash share-based compensation expenses partially offset by increase in ~~salaries and related expenses and~~ professional ~~services.~~services expenses.

Financing ~~Expenses,~~Income, Net. Financing ~~expenses,~~income, net decreased from ~~$27,810~~financing income of ~~financing expenses, net~~$2,746 for the year ended December 31, ~~2019 were $27,810~~2022 to financing income, net of ~~$41,921~~$13,832 for the year ended December 31, ~~2020.~~2023. The decrease is mainly a result of currency exchange differences between the Dollar and the New Israeli ~~Shekel.~~Shekel offset by increase in related parties’ interest.

Net Loss. Net loss for the year ended December 31, ~~2020~~2023 was ~~$872,793~~$7,050,314 and is primarily attributable to ~~research~~increase in share based compensation expenses to our employees and ~~development and general and administrative expenses.~~services providers.

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. At December 31, ~~2020,~~2023 and ~~2019,~~December 31, 2022, we had current assets of ~~$407,213~~$250,894 and ~~$578,921,~~$276,508, respectively, and total assets of ~~$458,150~~$10,198,927 and ~~$620,180~~$10,233,018 respectively. ~~The decrease in total assets is due to a decrease in related parties balance.~~ We had current liabilities of ~~$523,158~~$718,137 as compared to ~~$104,846~~$787,683 as of December 31, ~~2020~~2023 and ~~2019,~~December 31, 2022, respectively and total liabilities of ~~$2,440,712~~$3,869,960 as compared to ~~$1,249,491~~$3,948,646 as of December 31, ~~2020~~2023 and ~~2019,~~December 31, 2022, respectively. ~~The increase is mainly attributed to the increase in the balance of employees and related institutions, accrued expenses and increase in loans received from a related party.~~

At December 31, ~~2020,~~2023, we had a cash balance of ~~$359,949 compared~~$46,435 to the cash balance of ~~$359,461~~$56,346 as of December 31, ~~2019.~~2022. We have no cash equivalents.

At December 31, ~~2020,~~2023, we had a negative working capital ~~deficiency~~ of ~~$115,945~~$467,243 as compared with a working capital deficiency of ~~$474,075~~$511,175 at December 31, ~~2019.~~2022.

~~We expect~~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.

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. As of the date of this report, we received an aggregate of $1,700,000 from Mr. Baumeohl of which he was issued 20,833,333,333 shares of our common stock at a per share price ranging between $0.0003 and $0.0004.

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 ~~existing cash and cash equivalents~~director, will enable us to fund our operations and capital expenditure requirements through ~~October, 2021. Our requirements for additional capital during~~the next twelve months. We are substantially dependent on the periodic investment by our director and any disruption of this ~~period~~arrangement will ~~depend on many factors.~~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.

The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern. We have a stockholders’ deficit of $1,982,562 and a working capital deficiency of $115,945 at December 31, 2020 as well as negative operating cash flows. These conditions raise substantial doubt about our ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

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. ~~The~~

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 ~~significant~~critical to the judgments and estimates ~~and assumptions~~ used in the preparation of our consolidated financial ~~statements relate~~statements.

We grant equity-based awards under share-based compensation plans. We estimate the fair value of share-based payment awards using the Black-Scholes option valuation model. This fair value is then amortized over the requisite service periods of the awards. The Black-Scholes option valuation model requires the input of subjective assumptions, including price volatility of the underlying stock, risk-free interest rate, dividend yield, and expected life of the option. Share-based compensation expense is based on awards ultimately expected to ~~going concern assumptions.~~vest, and therefore is reduced by expected forfeitures. Changes in assumptions used under the Black-Scholes option valuation model could materially affect our net loss and net loss per share.

The Company reached a conclusion that the acquired set of assets held at CM 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 CM. CM is at it start up stages and has no substantial operations. The only significant asset is the license which constitute much more than 90% of the consideration paid. Based on that, the Company determined that the additional investment in CM constitute an asset acquisition in stages and resulted in obtaining control over all assets of CM and consolidating CM 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 25% interest and did not recognize any gain or loss on the interest held at CM previously.

The consideration for the assets of CM was with shares of WHEN with fair value of $8M ($0.0004 per share) and was issued to CM and not the shareholders of CM. Hence, upon obtaining control over all the assets of CM, WHEN has gained control over it own shares held at CM. Based on the guidance in ASC 810-10-45-5 shares held by the subsidiary would not be considered outstanding and hence, 100% of the shares of WHEN held by CM are presented as treasury shares in the consolidated balance sheet, even though there are noncontrolling interests at CM.

The assets acquisition of CM resulted in 49% noncontrolling interests in CM. 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 CM. 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.

We have not entered into any off-balance sheet arrangements during ~~2020~~2021 and do not anticipate entering into any off-balance sheet arrangements during the next 12 months.

The Company’s consolidated financial statements, together with the report of the independent registered public accounting firm thereon and the notes thereto, are presented beginning at page F-1. The Company’s consolidated balance sheet as of December 31, ~~2020 and December 31, 2019,~~2023, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ deficit and cash flows for the year then ended have been audited by ~~Halperin Ilanit CPA, which is an independent registered public accounting firm, engaged~~Barzily & Co.. The Company’s consolidated balance sheet as of December 31, 2022, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ deficit and cash flows for the year then ended have been audited by Brightman Almagor Zohar & Co., Certified Public Accountants, a Firm in the ~~Company since May 8, 2020.~~Deloitte Global Network These financial statements have been prepared in accordance with accounting principles generally accepted in the United State of America and pursuant to Regulations S-K as promulgated by the Securities and Exchange Commission and are included herein pursuant to Part II, Item 8 of this Form 10-K. The financial statements have been prepared assuming the Company will continue as a going concern.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

On ~~May 7, 2020~~March 6, 2024, our Board of Directors (the ~~“Notification Date”~~“Board”) ~~Daszkal Bolton LLP~~dismissed Brightman Almagor Zohar & Co., Certified Public Accountants, a Firm in the Deloitte Global Network (“Daszkal”) have notified the board of directors that they have decided not to stand for re-appointment as independent registered public accounting firm for World Health Energy Holdings, Inc. (the “Company”). On May 7, 2020, the Company engaged Halperin Ilanit, CPA, Financial Consulting & Management (“Halperin”Deloitte”) as ~~its new independent registered public accounting firm. The change of~~ the Company’s independent registered public accounting firm ~~from Daszkal to Halperin was approved unanimously by~~(the “Dismissal’). Deloitte had served as the Company’s ~~board~~independent registered public accounting firm since 2022.

~~The reports of Daszkal~~Deloitte on the ~~Company’s~~consolidated financial statements of the Company for the ~~two most recent~~ fiscal ~~years~~year ended December 31, 2022 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting ~~principles,~~ ~~other than an explanatory paragraph relating to the Company’s ability to continue as a going concern~~.principles.

During the ~~two most recent~~ fiscal ~~years~~year ended December 31, 2022, and through and during the ~~Notification Date,~~subsequent interim period through March 6, 2024, there were no (i) no disagreements ~~between the Company and Daszkal~~with Deloitte on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or ~~procedures, which disagreement,~~procedure that, if not resolved to ~~the~~Deloitte’s satisfaction, ~~of Daszkal,~~ would have caused ~~Daszkal~~Deloitte to make reference ~~thereto~~to the subject matter of the disagreement in ~~their reports on the consolidated financial statements for such years, and~~connection with its report and; (ii) no “reportable events” as ~~that term is~~ defined in Item 304(a)(1)(v) of Regulation S-K. Deloitte did not act as the Company’s independent registered public accounting firm during the fiscal year ending December 31, 2021.

On March 11, 2024, in connection with the Dismissal, the Board appointed Barzily and Co CPAs (“Barzily”), as the Company’s independent registered public accounting firm for the year ending December 31, 2023.

During the ~~Company’s~~ two most recent fiscal years ended December 31, 2022 and inDecember 31, 2021 and during the subsequent interim period from January 1, 2023 through ~~the Notification Date,~~March 11, 2024, neither the Company ~~has not~~nor anyone on its behalf consulted ~~with Halperin~~Barzily regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s ~~consolidated~~ financial statements, and neither a written report nor oral advice was provided to the Company ~~by Halperin~~ that Barzily concluded was an important factor considered by the Company in reaching a decision as to ~~the~~any accounting, auditing or financial reporting ~~issue;~~issue, or (ii) any matter that was either the subject of ~~either~~ a ~~disagreement~~“disagreement” or a “reportable event”, each as defined in Regulation S-K Item 304(a)(1)(iv) ~~of Regulation S-K or a reportable event as described in Item~~and 304(a)(1)(v) ~~of Regulation S-K~~, respectively.

Evaluation of Disclosure Controls and Procedures. Management of the Company, with the participation of the Interim Chief Executive Officer and Directors, conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934) pursuant to Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported on a timely basis and that such information is communicated to management, including the Interim Chief Executive Officer and the Company’s Board of Directors, to allow timely decisions regarding required disclosure. Based upon that evaluation, the Interim Chief Executive Officer concluded that the Company’s disclosure controls and procedures were not effective as of December 31, ~~2020~~2022 for the reasons discussed below.

Management’s Report on Internal Control over Financial Reporting. Management is responsible for the preparation of our financial statements and related information. Management uses its best judgment to ensure that the financial statements present fairly, in material respects, our financial position and results of operations in conformity with generally accepted accounting principles. Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. It should be noted that the Company’s management, including the Interim Chief Executive Officer does not expect that the Company’s internal controls will necessarily prevent all errors or fraud. A control system, no matter how well conceived or operated, can only provide reasonable, not absolute, assurance that the objectives of the control system are met, Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

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. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the Company’s financial reporting.

We conducted an evaluation of the effectiveness of our internal controls over financial reporting based on the framework in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and subsequent guidance prepared by the Commission specifically for smaller public companies. Based on this evaluation, our management concluded that our internal control over financial reporting was not effective as of December 31, ~~2020~~2023 for the reasons discussed below:

We expect to be materially dependent upon third parties to provide us with accounting consulting services and legal services related to the preparation and filing of reports with the Commission for the foreseeable future. We believe this will be sufficient to remediate the material weaknesses related to our accounting and SEC disclosures discussed above. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP, 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.

This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. The Company’s internal controls over financial reporting was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules if the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

There have been no changes in our internal control over financial reporting during the quarter ended December 31, ~~2020,~~2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OnDuring the three months ended December 31, ~~2020, Giora Rozensweig, our Chief Executive Officer, and our subsidiary SG entered into an Irrevocable License and Royalty Agreement pursuant to which Mr. Rozensweig granted to~~2023, no director or officer of the ~~WHEN group an irrevocable worldwide license certain technologies and the related intelelctual rights. In consideration~~Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of such license, Mr. Rozensweig is entitled to 1.5% of annual gross revenues, payable on a quarterly basis. The payments are to be made at such time as the WHEN Group’s revenues exceed on an aggregate basis $200,000.Regulation S-K.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Set forth below are the names, ages, position with the Company and business experiences of the executive officers and directors of the Company.

Our directors are appointed for one-year terms to hold office until the next annual general meeting of the holders of our Common Stock or until removed from office in accordance with our by-laws. Our officers are appointed by our board of directors and hold office until removed by our board of directors.

Giora Rozensweig. Mr. Rozensweig, age 49, holds degrees in software development, application DBA and IT, which he received from Kedem College in 1994. Mr. Rozensweig has twenty years of experience in the industry and has worked with the Israeli Government, Hewlett Packard, IBM, and Checkpoint. He is also the co-founder of RNA Technology Ltd. where he has served as Chief Executive Officer since 2015. Previously Mr. Rozensweig served as Chief Executive Officer of Tomagi, Ltd. from 2008 until 2015.

Maj. Gen. (Ret.) Yatom, age 77 has over 40 years of experience in top intelligence and security leadership roles, including as the Director of Mossad, the national intelligence and special operations agency of Israel and one of the world’s leading intelligence secret and operations agencies. From 1999 to 2001, he served as Chief of Staff for Security and Policy to Prime Minister Ehud Barak. He also served in various positions in the Israeli security forces and government, including head of the Israeli Defense Forces’ Planning Directorate, commander of the Central Command, and military secretary to defense ministers Moshe Arens and Yitzhak Rabin and prime ministers Yitzhak Rabin and Shimon Peres. He holds Bachelor of Science degree in Physics, Mathematics and Computer Science from the Hebrew University in Jerusalem and Master of Arts degree in the Middle Eastern studies from Tel Aviv University

Tom Tromer has 30 years of Executive experience from North America, Scandinavia, Central and Eastern Europe in building and implementing strategies among others, IT solution for e.g. food security programs, international and domestic quality measurement solutions for Postal operators, commercial RE with a investment portfolio exceeding EUR 300mio. He communicates very well in English, German, Danish and Polish. He actively supports all processes, including sales and service, fully understanding the rules of proper and smooth operation of business. Mr. Tom Tromer hold a Master Degree in Political Science from Aarhus University in Denmark and MBA in Economics from Warsaw University of Life Science (Poland).

Gaya Rozensweig. Mrs. Rozensweig, age 40, holds a Degree in Business Management & Information Systems, which she received from the College of Management, Jerusalem in 2003. Mrs. Rozensweig is a co-founder of RNA Technology Ltd. and has headed the sales and marketing of a startup with a 27-person team that worked with government offices, banks, insurance companies. Mrs. Rozensweig has served as Chief Financial Officer of RNA Technology, Ltd. since 2015. Previously she served as Chief Financial Officer at Tomagi Ltd. from 2008 until 2015.

George Baumoehl. Mr. Baumoehl, age 56, George holds a MSc. Degree in Architecture and Construction Economics from University College London which he received in 1993. Mr. Baumoehl has a background in a real estate investment and development and brings a professional outside look into our Company. He has been the Chief Executive Officer of Spectrum Real Estate Management GmbH & Co. KG since 2006.

Giora Rozensweig is the spouse of Gaya Rozensweig. Other than the foregoing, there is no family relationship between the Interim Chief Executive Officer, the directors and any director or executive officer of the Company or any person nominated or chosen to become a director or executive officer of the Company.

None of our directors, executive officers, significant employees or control persons has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.

Our board of directors has not established any committees, including an audit committee, a compensation committee or a nominating committee, or any committee performing a similar function. The functions of those committees are being undertaken by our board. Because we do not have any independent directors, our board believes that the establishment of committees of our board would not provide any benefits to our Company and could be considered more form than substance.

We do not have a policy regarding the consideration of any director candidates that may be recommended by our stockholders, including the minimum qualifications for director candidates, nor has our officers and directors established a process for identifying and evaluating director nominees. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Our officers and directors have not considered or adopted any of these policies as we have never received a recommendation from any stockholder for any candidate to serve on our board of directors.

Given our relative size and lack of directors’ and officers’ insurance coverage, we do not anticipate that any of our stockholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all current members of our board will participate in the consideration of director nominees.

As with most small, early stage companies until such time as we further develop our business, achieve a stronger revenue base and have sufficient working capital to purchase directors’ and officers’ insurance, we do not have any immediate prospects to attract independent directors. When we are able to expand our board to include one or more independent directors, we intend to establish an audit committee of our board of directors. It is our intention that one or more of these independent directors will also qualify as an audit committee financial expert. Our securities are not quoted on an exchange that has requirements that a majority of our board members be independent and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our board of directors include “independent” directors, nor are we required to establish or maintain an audit committee or other committee of our board.

We adopted a Code of Ethics and Business Conduct that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We undertake to provide to any person without charge, upon request, a copy of our Code of Ethics and Business Conduct.

Management is responsible for the day-to-day management of risk and for identifying our risk exposures and communicating such exposures to our board. Our board is responsible for designing, implementing and overseeing our risk management processes. The board does not have a standing risk management committee, but administers this function directly through the board as a whole. The entire board considers strategic risks and opportunities and receives reports from its officers regarding risk oversight in their areas of responsibility as necessary. We believe our board’s leadership structure facilitates the division of risk management oversight responsibilities and enhances the board’s efficiency in fulfilling its oversight function with respect to different areas of our business risks and our risk mitigation practices.

Historically, our non-employee directors have not received compensation for their service outside the compensation set forth in the Summary Compensation Table below, but we may compensate our directors for their service in the future. We reimburse our non-employee directors for reasonable travel expenses incurred in attending board and committee meetings. We also intend to allow our non-employee directors to participate in any equity compensation plans that we adopt in the future.

None of our officers will devote more than a portion of his or her time to our affairs. There will be occasions when the time requirements of our business conflict with the demands of the officers other business and investment activities. Such conflicts may require that we attempt to employ additional personnel. There is no assurance that the services of such persons will be available or that they can be obtained upon terms favorable to us.

Our officers, directors and principal shareholders may actively negotiate for the purchase of a portion of their common stock as a condition to, or in connection with, a proposed merger or acquisition transaction, if any. In the event that such a transaction occurs, it is anticipated that a substantial premium may be paid by the purchaser in conjunction with any sale of shares by our officers, directors and principal shareholders made as a condition to, or in connection with, a proposed merger or acquisition transaction. The fact that a substantial premium may be paid to members of our management to acquire their shares creates a conflict of interest for them and may compromise their state law fiduciary duties to our other shareholders. In making any such sale, members of Company management may consider their own personal pecuniary benefit rather than the best interests of the Company and the Company’s other shareholders, and the other shareholders are not expected to be afforded the opportunity to approve or consent to any particular buy-out transaction involving shares held by members of Company management.

It is not currently anticipated that any salary, consulting fee, or finder’s fee shall be paid to any of our directors or executive officers, or to any other affiliate of us except as described under Executive Compensation below. Although management has no current plans to cause us to do so, it is possible that we may enter into an agreement with an acquisition candidate requiring the sale of all or a portion of the Common Stock held by our current stockholders to the acquisition candidate or principals thereof, or to other individuals or business entities, or requiring some other form of payment to our current stockholders, or requiring the future employment of specified officers and payment of salaries to them. It is more likely than not that any sale of securities by our current stockholders to an acquisition candidate would be at a price substantially higher than that originally paid by such stockholders. Any payment to current stockholders in the context of an acquisition involving us would be determined entirely by the largely unforeseeable terms of a future agreement with an unidentified business entity.

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common shares and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they file. Based on our review of the copies of such forms received by us, and to the best of our knowledge, all executive officers, directors and persons holding greater than 10% of our issued and outstanding stock have not filed the required reports in a timely manner during the fiscal year ended December 31, ~~2020.~~2023.

Given our small size, our board of directors has not yet adopted an insider trading policy that is appropriate for a company of our size. The board intends to consider an adopt an appropriate insider trading policy during the 2024 fiscal year.

The following table sets forth certain compensation information for: (i) our principal executive officer or other individual serving in a similar capacity during our fiscal year ended December 31, ~~2020,~~2023, (ii) our two most highly compensated executive officers other than our principal executive officers who were serving as executive officers at December 31, ~~2020~~2023 whose compensation exceed $100,000 and (iii) up to two additional individuals for whom disclosure would have been required but for the fact that the individual was not serving as an executive officer at December 31, ~~2020.~~2022. Compensation information is shown for the fiscal years ended December 31, ~~2020~~2023 and ~~2019:~~2022:

1. In accordance with SEC rules, the amounts in this column reflect the fair value on the grant date of the option awards granted to the named executive, calculated in accordance with ASC Topic 718. Stock options were valued using the Black-Scholes model. The grant-date fair value does not necessarily reflect the value of shares which may be received in the future with respect to these awards. The grant-date fair value of the stock options in this column is a non-cash expense for us that reflects the fair value of the stock options on the grant date and therefore does not affect our cash balance. The fair value of the stock options will likely vary from the actual value the holder receives because the actual value depends on the number of options exercised and the market price of our Common Stock on the date of exercise. For a discussion of the assumptions made in the valuation of the stock options, see Note 11 to the financial reports attached to this Annual Report.

2. Represents compensation expense recorded by the Company in respect of the options for 5,000,000,000 shares granted in May 2022.

3. Represents compensation expense recorded by the Company in respect of the options for 6,000,000,000 shares granted in June 2021 in respect of advisory board services.

4. Represents compensation expense recorded by the Company in respect of the options for 6,000,000,000 shares granted in May 2022 in respect of advisory board services.

On October 21, 2020, RNA Ltd., the Company’s subsidiary, and Giora Rozensweig, the Company’s interim Chief Executive Officer, entered into an employment agreement providing for the employment (the “Giora Employment Agreement”) of Mr. Giora Rozensweig as RNA’s Chief Executive Officer, with retroactive application to July 1, 2020. Under the Giora Employment Agreement, Mr. Rozensweig is paid an annual gross salary of the current New Israeli Shekel equivalent of ~~$124,080,~~$133,500, payable monthly. Under the Giora Rozensweig Employment Agreement he also receives the following: (i) Manager’s Insurance under Israeli law for the benefit of Mr. Rosenzweig pursuant to which RNA contributes amounts equal to (a) 8-1/3 percent (and Mr. Rosenzweig contributes an additional 5%) of each monthly salary payment, and (b) 6.5% of Mr. Rosenzweig’s salary (with Mr. Rosenzweig contributing an additional 6%) to a pension fund, a form of deferred compensation program established under Israeli law. The Giora Employment Agreement also contains certain provisions for termination by RNA, which may result in a severance payment equal to twenty four months of base salary then in effect.

On October 21, 2020, RNA Ltd., the Company’s subsidiary, and Gaya Rozensweig entered into an employment agreement providing for the employment (the “Gaya Employment Agreement”) of Ms. Gaya Rozensweig as RNA’s controller, with retroactive application to July 1, 2020. Under the Gaya Employment Agreement, Ms. Rozensweig is paid an annual gross salary of the current New Israeli Shekel equivalent of ~~$86,880,~~$93,500, payable monthly. Under the Gaya Rosenzweig Employment Agreement, she also receives the following: (i) Manager’s Insurance under Israeli law for the benefit of Ms. Rosenzweig pursuant to which RNA contributes amounts equal to (a) 8-1/3 percent (and Ms. Rosenzweig contributes an additional 5%) of each monthly salary payment, and (b) 6.5% of Ms. Rosenzweig’s salary (with Ms. Rosenzweig contributing an additional 6%) to a pension fund, a form of deferred compensation program established under Israeli law. The Gaya Employment Agreement also contains certain provisions for termination by RNA, which may result in a severance payment equal to twenty four months of base salary then in effect.

Other than as provided above, Mr. Tromer does not have any other compensatory arrangement with either CrossMobile or WHEN.

Under each of the Giora Employment Agreement and the Gaya Employment Agreement, in the event that the Company terminates the agreement for reasons other than ~~casue,~~cause , then the employee ~~is entited~~isentitled to two years of salary payments.

The following table sets forth information concerning equity awards held by each of our Named Executive Officers as of December 31, 2023.

There were no outstanding equity awards at December 31, ~~2020.~~2023 to our named executive officers.

We have no standard arrangements for compensating our board of directors for their attendance at meetings of the Board of Directors.

Securities Authorized for Issuance under Equity Compensation Plans

The following table provides certain aggregate information with respect to the Company’s shares of common stock that as of December 31, 2023 were issuable under its 2021 Equity Incentive Plan in effect as of December 2022.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (1)		Weighted-average exercise price of outstanding options, warrants and rights (2)		Number of securities remaining available for future issuance under equity compensation plan (excluding securities reflected in first column) (3)
Equity compensation plans approved by security holders		46,902,000,000	$	0.0001		3,098,000,000

Equity compensation plans not approved by security holders		—		—		—

Total		46,902,000,000	$	0.0001		3,098,000,000

34 (1)	Represents shares of common stock issuable under our 2021 Equity Incentive Plan upon exercise of outstanding options to purchase 46,902,000,000 shares of common stock.

(2)	The weighted average remaining term for the expiration of remaining stock options is 2.74 years.

(3)	Represents shares of common stock available for future issuance under equity compensation plans.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth certain information concerning the number of shares of our common and preferred stock owned beneficially as of ~~December 31, 2020~~April 17, 2022 by: (i) our directors and executive officer; and (ii) each person or group of persons known by us to beneficially own more than 5% of our outstanding shares of common stock. Unless otherwise indicated, the shareholders listed below possess sole voting and investment power with respect to the shares they own.

Under securities laws, a person is considered to be the beneficial owner of securities owned by him (or certain persons whose ownership is attributed to him) or securities that can be acquired by him within 60 days, including upon the exercise of options, warrants or convertible securities. The Company determines a beneficial owner’s percentage ownership by assuming that options, warrants and convertible securities that are held by the beneficial owner, but not those held by any other person, and which are exercisable within 60 days, have been exercised or converted.

The Company believes that all persons named in the table have sole voting and investment power with respect to all shares of Common Stock shown as being owned by them. Unless otherwise indicated, the ~~addr ess~~address of each beneficial owner in the table set forth below is care of World Health Energy Holdings, Inc. at 1825 NW Corporate Blvd. Suite 110, Boca Raton, FL 3343.

Item 13. Certain Relationships and Related Transactions and Director Independence.

On December 31, 2020, the Company, UCG, RNA, Gaya Rozensweig, Giora Rozensweig and George Baumoehl entered into a Set-Off Agreement pursuant to which the parties set-off a debit balance of $250,609 owed by Gaya Rozensweig and Giora Rozensweig to RNA Ltd. against the credit balance of UCG, Inc.

On December 31, 2020, Giora Rozensweig and our subsidiary SG entered into an Irrevocable License and Royalty Agreement pursuant to which Mr. Rozensweig granted to the WHEN group an irrevocable worldwide license certain technologies and the related intelelctual rights. In consideration of such license, Mr. Rozensweig is entitled to 1.5% of annual gross revenues, payable on a quarterly basis. The payments are to be made at such time as the WHEN Group’s revenues exceed on an aggregate basis ~~$200,000.~~$120,000.

On March 22, 2022 the Company, CrossMobile S.P.Zooand the shareholders of CrossMobile (of which Mr. Giora Rosenzweig, holds 40.67% and Mr. George Baumeohl holds 6.67%, of the issued preferred share capital of CrossMobile), entered into an Investment Agreement (the “Agreement”) pursuant to which the Company is to purchase 26% of the outstanding common share capital of CrossMobile on a fully diluted basis, in consideration of the issuance by the Company to CrossMobile of 10,000,000,000 restricted shares of Company common stock (the “Initial Investment”). The acquisition is subject to the registration with the Polish Companies Registrar of the shares issuable to the Company in respect of the Initial Investment, as required under local law. Upon the registration of the Company shareholdings in CrossMobnile, the closing of the Initial Investment will be deemed to have occurred and the 10,000,000,000 Company shares of common stock will be issued to CrossMobile.

The following table shows the fees that were billed for the audit and other services. For the year ended December 31, 2019, amount below was paid to Daszkal Bolton LLP (“Daszkal”), the Company’s then auditors. In May 2020, Daszkal notified the Company that it would not stand for re-election and Halperin Ilanit CPA was appointed. Accordingly, the amount beforeOur independent registered public accounting firm for the year ended December 31, ~~2020 reflects amount paid to Halperin Ilanit CPA.~~2022 was Brightman Almagor Zohar & Co., Certified Public Accountants, a Firm in the Deloitte Global Network (“Deloitte”), which served as the Company’s auditors (since October 2022). The following is a summary of the fees billed by Deloitte during the calendar years ended December 31, 2023 and 2022:

Our independent registered public accounting firm for the year ended December 31, 2023 is Barzily and Co CPAs (“Barzily”) was appointed on March 11, 2024. The following is a summary of the fees billed by Barzily, during the calendar years ended December 31, 2023 and 2022:

Audit Fees — This category includes the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.

Audit-Related Fees — This category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultation regarding our correspondence with the SEC and other accounting consulting.

Tax Fees — This category consists of professional services rendered by our independent registered public accounting firm for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.

All Other Fees — This category consists of fees for other miscellaneous items.

Pursuant to the requirements of Section 13 or 15(d) 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.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

~~WORLD HEALTH ENERGY HOLDING, INC.~~To the stockholders and the Board of Directors of

We have audited the accompanying consolidated balance ~~sheets~~sheet of World Health Energy ~~Holding,~~Holdings, Inc. (the “Company”) as of December 31, ~~2020 and 2019,~~2023, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ deficit, and cash flows for the ~~years in the period~~year ended December 31, ~~2020 and 2019,~~2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2020 and 2019,~~2023, and the results of its operations and its cash flows for the year ~~in the period~~ ended December 31, ~~2020 and 2019,~~2023, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1C to the financial statements, the Company has not yet generated material revenues from its operations to fund its activities and is therefore dependent upon external sources for financing its operations. As of December 31, 2020, the Company has incurred accumulated deficit of $1,497 thousands and negative operating cash flows. These factor among others, as discussed in Note 1C to the financial statements raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 1C to the financial statements. The financial statements do not include any adjustments that might result from the outcome of’ these uncertainties. This matter is also described in the “Critical Audit Matters” section of our report.

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

The critical audit matters communicated below are matters arising from the ~~current period~~current-period audit of the ~~consolidated~~ financial statements that ~~were~~was communicated or required to be communicated to the audit committee and that ~~(i)~~(1) relate to accounts or disclosures that are material to the ~~consolidated~~ financial statements and ~~(ii)~~(2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the ~~consolidated~~ financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate ~~opinions~~opinion on the critical audit ~~matters or on~~

Determine whether the ~~accounts or disclosures~~CrossMobile intangible assets required impairment – Refer to ~~which they relate.~~

~~The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1C~~Notes 1.C and 7 to the consolidated financial statements

In 2022, the Company ~~has~~increased its holding in CrossMobile Sp.z o.o. (CrossMobile) from 26% to 51%. This transaction was accounted for as an asset acquisition. The Company used the cost accumulation method to determine the cost of the intangible assets acquired which totaled approximately $9.7 million. As discussed in Note 2, the Company’s identifiable intangible assets are reviewed for potential impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not ~~yet generated material revenues from its operations to fund its activities and is therefore dependent upon external sources for financing its operations.~~be recoverable. As of December 31, ~~2020,~~2023, the Company ~~has incurred accumulated deficit of $1,497 thousands~~determined that an impairment was not required.

Auditing the Company’s impairment tests over the intangible assets was complex and ~~negative operating cash flows. These factor among others, as discussed in Note 1C~~highly judgmental due to the ~~financial statements raise substantial doubt~~significant estimation required in determining fair value and required extensive auditor effort. In particular, the fair value estimates were sensitive to significant assumptions, such as revenue growth rates, operating margins, cash flows, terminal value, and weighted average cost of capital, which are affected by expectations about the Company’s ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 1C to the financial statements. This matter is also described in the “Emphasis of Matter – Going Concern” section of our report.future market or economic conditions and expected future operating results.

~~We identified management’s assumptions used to assess the Company’s ability to continue as a going concern as a critical~~Our audit ~~matter due to inherent complexities and uncertainties~~procedures related to the ~~Company’s Management’s plans. Auditing this assumptions involved especially challenging auditor judgment due to~~determination the ~~nature and extent~~value of ~~audit evidence and effort required to address these matters.~~

~~The primary procedures we performed to address this critical audit matter~~the CrossMobile asset included the ~~following:~~following, among others:

To the stockholders and the Board of Directors of World Health Energy Holdings, Inc.

We have audited the accompanying consolidated balance sheet of World Health Energy Holdings, Inc. (the “Company”) as of December 31, 2022, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ deficit, and cash flows for the year ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

We began serving as the Company’s auditor in 2022. In 2024 we became the predecessor auditor.

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

CONSOLIDATED STATEMENTS OF CHANGES IN ~~SHAREHOLDERS’~~STOCKHOLDERS’ DEFICIT

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

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

World Health Energy Holdings, Inc., (the “Company” or “WHEN”), was formed on May 21, 1986 under the laws of the State of Delaware. The Company has invested in ~~and abandoned~~ a variety of 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. ~~(Hereinafter: “RNA”~~(“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~~cybersecurity-related products.

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

On April 27, 2020, the Company completed a reverse triangular merger pursuant to the Agreement and Plan of Merger ~~(the “Merger~~(“SG Merger Agreement”) among ~~WHEN,~~the Company, R2GA, Inc., a Delaware corporation and a wholly owned subsidiary of ~~WHEN~~the Company (“Sub”), UCG, SG, and RNA. Under the terms of the SG Merger Agreement, R2GA merged with SG, with SG ~~remaining~~ as the surviving corporation and a wholly-owned subsidiary of the ~~WHEN (the “Merger”~~Company (“SG Merger”). The SG Merger was effective as of April 27, 2020, whereby SG became a direct and wholly owned subsidiary of ~~WHEN~~the Company and RNA became an indirect wholly owned subsidiary of the Company. ~~Each of Gaya Rozensweig and George Baumeohl, directors of the Company, are also the sole shareholders and directors of the Company.~~

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

~~The~~On October 7, 2021, and following the approval by the stockholders, the Company ~~collectively with SG, Sub~~increase its authorized shares to 750,000,000,000 (from 110,000,000,000 shares) and ~~RNA are hereunder~~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 asabove, on December 3, 2021, the ~~“Group”.~~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 ~~transaction~~SG Merger was accounted for as a reverse asset ~~acquisition in accordance with generally accepted accounting principles in the United States of America (“GAAP”).~~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 ~~Recapitalization Transaction,~~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 ~~Recapitalization Transaction.~~ 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.

Since inception, the Group has devoted substantially all its efforts to research and development. The Group is still in its development stage and the extent of the Group’s future operating losses and the timing of becoming profitable, if ever, are uncertain. As of December 31, 2020, the Group had $359,949 of cash and cash equivalents, net losses of $872,793, accumulated deficit of $1,496,637, and a negative working capital of $115,945.

The Group will need to secure additional capital in the future in order to meet its anticipated liquidity needs primarily through the sale of additional Common Stock or other equity securities and/or debt financing. Funds from these sources may not be available to the Group on acceptable terms, if at all, and the Group cannot give assurance that it will be successful in securing such additional capital.

These conditions raise substantial doubt about the Company’s ability to continue to operate as a “going concern.” The Company’s ability to continue operating as a going concern is dependent on several factors, among them is the ability to raise sufficient additional funding.

~~The financial statements do not include any adjustments that might result from the outcome of this uncertainty.~~

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 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. See note 8 below for further information. See note 8 below for further information.

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

On May 17, 2023, 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 20,000-to-1 and 60,000-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.

The COVID-19 pandemic has caused states of emergency to be declared in various countries, travel restrictions imposed globally, quarantines established in certain jurisdictions and various institutions and companies being closed. COVID-19 has also adversely affect the Group’s ability to conduct its business effectively due to disruptions to its capabilities, availability and productivity of personnel, while the Group simultaneously attempts to comply with rapidly changing restrictions, such as travel restrictions, curfews and others. In particular, on January 24, 2021, the Government of Israel announced that effective January 26, 2021, non-Israeli residents or citizens, except for non-nationals whose lives are based in Israel, are not allowed to enter Israel, and the number of Israeli citizens permitted to enter the country per day will be capped at 3,000. In addition, the Ministry of Health in the State of Israel issued guidelines on March 11, 2020, which were most recently updated in March 2021, recommending people avoid gatherings in one space and providing that no gathering of more than 20 people should be held under any circumstances. Employers (including the Group) are also required to prepare and increase as much as possible the capacity and arrangement for employees to work remotely. In addition, on January 25, 2021, the President of the United States issued a proclamation to restrict travel to the United States from foreign nationals who have recently been in China, Iran, South Africa, and certain European and Latin America countries. Although to date these restrictions have not impacted the Group’s operations, the effect on its business, from the spread of COVID-19 and the actions implemented by the governments of the State of Israel, the United States and elsewhere across the globe, may worsen over time. The spread of COVID-19 may also result in the inability of the Group’s manufacturers to deliver components or finished products on a timely basis and may also result in the inability of the Group’s suppliers to deliver the parts required by its manufacturers to complete manufacturing of components or finished products. In addition, governments may divert spending from other budgeted resources as they seek to reduce and/or stop the spread of COVID-19. Such events may result in a period of business and manufacturing disruption, and in reduced operations, any of which could materially affect the Group’s business, financial condition and results of operations. The extent to which COVID-19 impacts the Group’s business will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. The Group is actively monitoring the pandemic and it is taking any necessary measures to respond to the situation in cooperation with the various stakeholders.

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 year ended December 31, 2023, the Company incurred a net loss of $7,050 thousands and used net cash flows in its operations of $1,074 thousands. As of December 31, 2023, the Company had unrestricted cash and cash equivalents of $46 thousands available to fund its operations, and an accumulated deficit of $23,015 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 December 31, 2023 an amount of $1,225,000 out of the $3,000,000 was invested in the Company. In addition, certain shareholders including Mr. Baumeohl, have agreed to provide additional financial support to the Company in the event that the remaining funds provided under the November 1, 2022 investment agreement are not sufficient to support operations. See also note 10. 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.

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.

Certain of our consultants in Israel may be called up for reserve duty, in addition to employees of our service providers located in Israel, have been called, for service and such persons may be absent for an extended period of time. In the event that hostilities disrupt our ongoing operations, our ability to deliver or provide services in a timely manner to meet our contractual obligations towards customers and vendors could be materially and adversely affected.

Since this is an event that is not under the control of the Company, and matters such as the fighting continuing or stopping may affect the Company’s assessments, 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.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

The consolidated financial statements ~~were~~have been prepared in accordance with ~~accounting principles generally accepted in the~~ United States ~~of America~~Generally Accepted Accounting Principles (“GAAP”) applied on a consistent basis. (US GAAP).

The consolidated financial statements ~~are prepared in accordance with US GAAP. The consolidated financial statements~~include the accounts of ~~the Company include~~ the Company and its wholly-owned and majority-owned subsidiaries. ~~All inter-company~~Intercompany balances and transactions have been ~~eliminated.~~eliminated upon consolidation.

The preparation of ~~unaudited condensed~~ consolidated financial statements in conformity with ~~accounting principles generally accepted in the United States~~US GAAP requires management to make estimates and assumptions that affect the amounts reported ~~amounts of assets and liabilities, certain revenues and expenses, and disclosure of contingent assets and liabilities as of the date of~~in the financial ~~statements.~~statements and accompanying notes. Actual results could differ from those estimates. ~~As applicable to these financial statements, the most significant estimates~~

Functional currency and ~~assumptions relate to going concern assumptions.~~foreign currency translation and transactions

~~Effective January 1, 2020, the Company adopted the US dollar as its functional currency. Prior to January 1, 2020, the functional currency of the Company was the New Israeli Shekel (“NIS”).~~ The ~~change in~~ functional currency of the Company is ~~due to the increased exposure to~~ the US dollar ~~as a result of the currency in the primary economic environment in which the Israeli subsidiary operates~~since it is ~~the USD.~~

~~Therefore,~~ the currency of the primary economic environment in which the ~~operations~~Company operates and expects to continue to operate in the foreseeable future. The functional currency of ~~the Company and its subsidiaries are conducted~~Cross Mobile is ~~the US dollar.~~Polish Zloty.

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net loss for the ~~year.~~year ended December 31, 2023 and 2022.

Cash and cash equivalents ~~are~~includes cash in hand and short-term highly liquid investments ~~which include short term bank deposits (up to three months from date of deposit), that are not restricted as to withdrawals or use~~ that are readily convertible to cash with maturities of three months or less as of the date ~~acquired.~~acquired and that are exposed to insignificant risk of change in value.

~~WORLD HEALTH ENERGY HOLDINGS, INC.~~Inventory is valued at the lower of cost or net realizable value.

~~NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continue)~~The Company accounts for investments for which it does not have a controlling interest in accordance with ASC 323, Investments – Equity Method and Joint Ventures. The Company recognizes its pro-rata share of income and losses in the investment in “Loss from equity method investment” on the consolidated statement of operations and comprehensive loss, with a corresponding change to the investment in equity method investment in the consolidated balance sheet until such investment is reduced to zero.

The Company’s long-lived assets, such as property, plant and equipment ~~net~~

~~The Group’s long-lived~~and identifiable intangible assets, are reviewed for potential impairment ~~in accordance with Accounting Standards Codification (“ASC”) Topic 360, “Property, Plant and Equipment”,~~ whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. ~~Recoverability~~Impairment indicators which could trigger an impairment may include, among others, any significant changes in the manner of our use of the assets or the strategy of our overall business, certain reorganization initiatives, significant negative industry, or economic trends or when we conclude that it is more likely than not that an asset will be disposed of or sold. Long-lived assets are reviewed for impairment in accordance with ASC No. 360, “Property, Plant and Equipment,” whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by ~~the asset.~~such assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the ~~asset~~assets exceeds ~~its~~the fair ~~value.~~value of the assets. This measurement includes significant estimates and assumptions inherent in the estimate of the fair value of identifiable intangible assets. Newly acquired and recently impaired indefinite-lived assets are more vulnerable to impairment as the assets are recorded at fair value and are then subsequently measured at the lower of fair value or carrying value annually or when triggering events are present. As such, immediately after acquisition or impairment, even small declines in the outlook for these assets can negatively impact on our ability to recover the carrying value and can result in an impairment charge. The Company recorded impairment losses in the amount of $151,015 during the year ended December 31, 2023. The Company did not record impairment losses during the year ended December 31, 2022.

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

In accordance with ASC 718-10, the Company estimates the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s consolidated statements of operations. The Company recognizes compensation expense for the value of employees and non-employee awards, which have graded vesting, based on the accelerated vesting method over the requisite service period or over the implicit service period when a performance condition affects the vesting, and it is considered probable that the performance condition will be achieved.

The Company estimates the fair value of stock options granted using a Black-Scholes options pricing model. The option-pricing model requires a number of assumptions, of which the most significant are, expected stock price volatility and the expected option term. Expected volatility was calculated based upon actual historical stock price movements over the period, equal to the expected option term, which was calculated using the simplified method. The Company has historically not paid dividends and has no foreseeable plans to issue dividends. The risk-free interest rate is based on the yield from U.S. Treasury zero-coupon bonds with an equivalent term.

The Company accounts for grants issued to non-employees using the guidance of ASU No. 2018-07 “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” which expand the scope of Topic 718, Compensation - Stock Compensation to include share-based payments issued to nonemployees for goods or services.

The Group accounts for income taxes in accordance with ASC Topic ~~740, “Income~~740-10, “Accounting for Income Taxes”. Accordingly, deferred income taxes are determined utilizing the asset and liability method based on the estimated future tax effects ofon the differences between the financial accounting and the tax bases of assets and liabilities under the applicable tax law. Deferred tax balances are computed using the enacted tax rates expected to be in effect when these differences reverse. Valuation allowances in respect of deferred tax assets are provided for, if necessary, to reduce deferred tax assets to amounts more likely than not to be realized.

Under Israeli law and labor agreements, RNA is required to make severance payments to retired or dismissed employees and to employees leaving employment in certain other circumstances. In respect of the liability to the employees, individual insurance policies are purchased, and deposits are made with recognized severance pay funds. The ~~Group accounts~~liability for ~~uncertain tax positions in accordance with ASC Topic 740-10, which prescribes detailed guidance~~severance pay is calculated on the basis of the latest salary paid to each employee multiplied by the number of years of employment. Employees are entitled to one month’s salary for each year of employment, or a portion thereof. The liability is covered by the ~~financial statement recognition, measurement and disclosure~~amounts deposited including accumulated income thereon as well as by the unfunded provision. Such liability is removed, either upon termination of ~~uncertain tax positions recognized in an enterprise’s financial statements.~~ employment or retirement.

According to ~~ASC Topic 740-10, tax positions must meet~~Section 14 to the Severance Pay Law (“Section 14”) the payment of monthly deposits by a ~~more-likely-than-not recognition threshold. The Company’s accounting policy is~~company into recognized severance pay funds or insurance policies releases it from any additional severance obligation to ~~classify interest~~the employees that have entered into agreements with the company pursuant to such Section 14. RNA has entered into agreements with some of its employees in order to implement Section 14. Therefore, the payment of monthly deposits by RNA into recognized severance pay funds or insurance policies releases it from any additional severance obligation to those employees that have entered into such agreements and ~~penalties relating to uncertain tax positions under income taxes, however the Company did not recognize such items in its fiscal 2020 and 2019 financial statements and did not recognize any~~therefore RNA incurs no additional liability since that date with respect to ~~an unrecognized tax position~~such employees. Amounts accumulated in ~~its~~the severance pay funds or insurance policies pursuant to Section 14 are not supervised or administrated by RNA and therefore neither such amounts nor the corresponding accrual are reflected in the balance sheets.

~~Revenue recognition~~Severance expenses for the years ended December 31, 2023, and 2022 amounted to $32,059 and $33,662, respectively.

Revenue is recognized only when all of the following conditions have been met: (i) there is persuasive evidence of an arrangement; (ii) delivery has occurred; (iii) the fee is fixed or determinable; and (iv) collectability of the fee is reasonably assured. The Company usually sells its software licenses as part of an overall solution offered to a customer that combines the sale of software licenses.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION ~~(continue)~~(cont.)

The Company’s revenues are generated principally from providing cybersecurity technology services. The Group’s sales are achieved through the effort of its direct sales and business development force.

The Group follows ASC 606 “Revenue from Contracts with Customers” and recognizes revenue when it satisfies performance obligations under the terms of its contracts with customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services.

Cost of revenue includes immaterial payroll expenses to support the Company’s performance obligation and therefore was not separately disclosed on the Company’s consolidated statements of operations and comprehensive loss.

Basic net loss per ~~ordinary~~ share is computed ~~by dividing the loss for the period applicable to ordinary shareholders, by~~based on the weighted average number of shares outstanding during each year. Diluted net loss per share is computed based on the weighted average number of common shares outstanding during each year, plus the dilutive potential of the common stock considered outstanding during the ~~period. Securities that may participate~~year, in ~~dividends~~accordance with ASC 260-10 “Earnings per Share”.

All outstanding stock options and warrants have been excluded from the shares of common stock (such as the convertible preferred) are considered in the computation of basic loss per share under the two-class method. However, in periods of net loss, only the convertible preferred shares are considered, since such shares have a contractual obligation to share in the lossescalculation of the ~~Company.~~

~~In computing~~ diluted loss per share ~~basic loss per share~~for the years ended December 31, 2023 and 2022 since all such securities have an anti-dilutive effect.

Accounts receivable are stated at their net realizable value. Accounts receivable are presented on the consolidated balance sheet net of an allowance for doubtful accounts, which is ~~adjusted to reflect~~established based on reviews of the ~~potential dilution~~accounts receivable aging, an assessment of the customer’s history and current creditworthiness, and the probability of collection. Accounts are written off when it is determined that ~~could occur upon~~collection of the ~~exercise~~outstanding balance is no longer probable. As of ~~potential shares. Accordingly,~~December 31, 2023, and 2022, an allowance for doubtful accounts in ~~periods~~the amount of $7,545 and $28,882, respectively, is reflected in net ~~loss, no potential shares are considered.~~

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents as well as certain other current assets that do not amount to a significant amount. Cash and cash equivalents, which are primarily held in Dollars and New Israeli Shekels, are deposited with major banks in Israel and United States. Management believes that such financial institutions are financially sound and, accordingly, minimal credit risk exists with respect to these financial instruments.accounts receivable. The ~~Company~~Group does not have any ~~significant~~ off-balance-sheet ~~concentration of~~ credit ~~risk, such as foreign exchange contracts, option contracts or other foreign hedging arrangements.~~exposure related to its customers.

The Company ~~records accruals~~follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. ~~These accruals are adjusted periodically as assessments change or additional information becomes available. Legal costs incurred in connection with~~As of December 31, 2023, the Company didn’t record any loss ~~contingencies are expensed as incurred.~~contingencies.

~~Accounting Pronouncements Adopted in 2020~~Improvements to Reportable Segment disclosures (Topic 280):

In June 2016, the Financial Accounting Standards Board (FASB) issued an ASU that supersedes the existing impairment model for most financial assets to a current expected credit loss model. The new guidance requires an entity to recognize an impairment allowance equal to its current estimate of all contractual cash flows the entity does not expect to collect. The Company adopted this guidance effective January 1, 2020, with no material impact on its consolidated financial statements

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

In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments. This guidance replaces the current incurred loss impairment methodology. Under the new guidance, on initial recognition and at each reporting period, an entity is required to recognize an allowance that reflects its current estimate of credit losses expected to be incurred over the life of the financial instrument based on historical experience, current conditions and reasonable and supportable forecasts.

The guidance became effective on January 1, 2020, including interim periods within that year and requires a modified retrospective transition approach through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. Under the modified retrospective method of adoption, prior year reported results are not restated. The Company has performed its analysis of the impact on its financial instruments that are within the scope of this guidance and has concluded that there was no material impact to its consolidated financial statements.

~~In August 2018,~~November 2023, the FASB issued ASU No. ~~2018-13, “Fair Value Measurement~~2023-07, Segment Reporting (Topic ~~820): Disclosure~~

~~Framework — Changes~~280) – Improvements to ~~the Disclosure Requirements for Fair Value Measurement” (“ASU No. 2018-13”) as part of the FASB’s broader~~Reportable Segment Disclosures to improve reportable segment disclosure ~~framework project. ASU No. 2018-13 removes, modifies~~requirements through enhanced disclosures about significant segment expenses and ~~adds certain disclosures, providing greater focus on requirements that clearly communicate~~segment-related data. For public companies, the most important information to the users of the financial statements with respect to fair value measurements. The adoption of ASU No. 2018-13 as of January 1, 2020 did not have a material impact on the Company’s consolidated financial statements.

~~In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The~~ amendments in this ASU simplify the accounting for income taxes, eliminates certain exceptions to the general principles in Topic 740 and clarifies certain aspects of the current guidance to improve consistent application among reporting entities. ASU 2019-12 isare effective for fiscal years beginning after December 15, ~~2021~~2023, and interim periods within ~~annual periods~~fiscal years beginning after December 15, ~~2022, though~~2024 with early adoption ~~is permitted, including adoption in any interim period for which financial statements have~~permitted. The Company does not ~~yet been issued. This standard is not expected~~expect this ASU to have a material ~~impact to the Company’s~~effect on its consolidated financial ~~statements after evaluation.~~statements.

In ~~August 2020,~~December 2023, the FASB issued ASU No. ~~2020-06, Debt~~2023-09, Income Tax (Topic 740) - ~~Debt with Conversion~~Improvements to Income Tax Disclosures which requires companies to break out their income tax expense, income tax rate reconciliation and ~~Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts~~income tax payments made in ~~Entity s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity s Own Equity. ASU 2020-06~~more detail. For public companies, the requirements will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will bebecome effective ~~for public companies~~ for fiscal years beginning after December 15, ~~2023, including interim periods within those fiscal years. Early~~2024, with early adoption ~~is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years.~~permitted. The Company ~~is currently evaluating the impact that the adoption of~~does not expect this ASU ~~2020-06 will have on the Company’s consolidated financial statement presentation or disclosures.~~

~~Other new pronouncements issued but not effective as of December 31, 2020 are not expected~~ to have a material ~~impact~~effect on ~~the Company’s~~its consolidated financial statements.

For the years ended December 31, 2023 and 2022, depreciation was US$18,617 and US $11,433, respectively.

On December 16, 2020, the Company signed a lease agreement effective on January 1, 2021 for office space in Herzliya, Israel for a period of 4 years with monthly payments of approximately $5,500 (NIS 17,000) and an option to extend the agreement for an additional 1 year with monthly payments of approximately $5,900 (NIS 18,275).

Right of use assets obtained in exchange for new operating lease liability during 2023 and 2022 were $0. The Company paid $56,674 for its operating leases for the year ended December 31, 2023, and $69,689 for the year ended December 31, 2022, which are included in operating cash flows on the consolidated statements of cash flows.

Maturity of operating lease payments as of December 31, 2023 are summarized as follows:

As detailed in note 1 C above, on October 25, 2022, the Company exercised the Additional Share Purchase Option 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. See note 14 below for further information.

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.

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.

Company’s investment in CrossMobile is tested annually for impairment, using an independent third party evaluator. As of December 31, 2023 and 2022, no impairment was identified.

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 above as to Company’s accounting policy related to InstaView transaction.

As of December 31, 2023, the company amortized its investment in InstaView and recorded $151,015 as amortization expenses.

On October 27, 2020, WHEN filed a lawsuit in State Court, Palm Beach County, Florida, against FSC Solutions, Inc. (“FSC”), Eli Gal Levy (“EL”) and Padem Consultants Sprl (collectively, the “Defendants”). The lawsuit 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 Florida lawsuit seeks a declaratory judgment to unwind the FSC transaction and cancel the shares of WHEN common stock issued in the FSC transaction that are still outstanding.

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 is vigorously defending the 2022 Lawsuit, which is currently in the discovery. Trial is scheduled for May 5, 2025.

~~A hearing was set for January 6, 2021 whereupon mediation was ordered. The Company has been in discussion with EL to resolve this issue~~

Description of the rights attached to the ~~Shares~~shares in the Company:

On October 7, 2021, the Company filed an amendment (the “Amendment”) to its Certificate of Incorporation, as amended, to increase the Company’s authorized share capital and to change the par value of the Company’s common stock. The ~~Company has~~Amendment increased the Company’s authorized ~~110,000,000~~share capital to 750,000,000,000 shares of ~~Common Stock.~~ common stock (from 110,000,000,000 shares) and changed the par value of the common stock to $0.00001 per share (from $0.0007). The Amendment was effective retroactive to September 28, 2021.

As of December 31, ~~2020~~2023, and 2022, there were ~~89,789,407,996~~520,796,074,663 and 516,302,741,330 shares of ~~Common Stock~~common stock issued and ~~outstanding.~~outstanding, respectively.

Each share of common stock entitles the holder to one vote, either in person or by proxy, at meetings of stockholders. The holders are not permitted to vote their shares cumulatively. Accordingly, the stockholders of the Company’s common stock who hold, in the aggregate, more than fifty percent of the total voting rights can elect all of the directors and, in such event, the holders of the remaining minority shares will not be able to elect any of such directors. The vote of the holders of a majority of the issued and outstanding shares of common stock entitled to vote thereon is sufficient to authorize, affirm, ratify or consent to such act or action, except as otherwise provided by law.

~~On September 10, 2020, the holders of a majority of the Company’s voting~~Series A preferred stock ~~approved an increase in the number of the~~

The Company has authorized ~~shares of the Company’s common~~10,000,000 Series A preferred stock ~~to 750,000,000,000 shares.~~$0.0007 par value per share. As of December 31, ~~2020, the increase in authorized common stock was not yet effective.~~

~~The Company has authorized 10,000,000~~2023, and 2022, there are 5,000,000 shares of Series A ~~Preferred Stock $0.0007 par value per share (the “Preferred Stock Series A”). As~~preferred stock outstanding.

The holders of ~~December 31, 2020, there are 5,000,000 shares of Preferred Stock~~ Series A ~~outstanding.~~

~~The Preferred Stock Series A~~preferred stock have the right to vote with the ~~Common Stock~~common stock on all matters. Each share of ~~Preferred Stock~~ Series A preferred stock has 10,000 votes per share. Each of George Baumoehl and Gaya Rozensweig, the directors of the Company, hold 2,500,000 shares of the ~~Preferred Stock~~ Series A.A preferred stock. The Series A preferred stock have no dividend and liquidation preferences.

On August 31, 2021, the Company issued 500,000,000 shares of common stock to its legal advisor in respect of consulting services related to assisting the Company with its follow-on-offering registration statements, which, as of December 31, 2022, are expected to be provided until June 30, 2023. The Company ~~has authorized 3,870,000 Series B Convertible Preferred~~estimated the fair value of the shares issued based on the share price at the agreement date (which was $0.0005), at $250,000 thousand of which $125,000 were recorded as share-based compensation expenses in the year ended December 31,2022 and the remaining $55,556, were recorded as prepaid expense under Other Current Assets as of December 31, 2022 and were expensed during the year ended December 31, 2023. Under the agreement, the Company is committed to pay the legal advisor additional $350,000 only in the event that the Company raises at least $5 million in the follow-on-offering in a senior security exchange.

Between August and October 2021, the Company and certain investors entered into subscription agreements for a private placement of units of the Company securities (the “2021 Private Placements”) where each unit (a “Unit” and collectively the “Units”) is comprised of (i) one share of the Company’s Common Stock ~~$0.0007 par value~~and (ii) one common stock purchase warrant to purchase an additional share of the Company’s Common Stock through the second anniversary thereof at a per share exercise price of $0.0002. The price per unit is $0.0001. Subscription agreements for an aggregate of $900,000 provide that the investors are to remit the subscription proceeds at the time of investment and in three month intervals thereafter, in each case in amounts equal to 20% of their committed amounts. For the year ended December 31, 2022, the Company received a total of $194,000 on account of these subscriptions and in consideration thereof issued 1,940,000,000 shares of common stock and warrants for an additional 1,940,000,000 shares of common stock and the balance is presented as proceeds on account of shares.

On November 10, 2021, the Company entered into an agreement with a consultant with a term of 12 months under which it undertook to issue to the consultant restricted stock for services rendered during the initial six months, representing $150,000 value of the stock based on a 10 day moving average. Following a public offering of its stock, the Company undertook to pay to the consultant $15,000 per month. During the year ended December 31, 2022, the Company recorded share based compensation expenses of $107,735, in general and administrative expenses.

On November 11, 2022, the Board of Director of the Company approved the issuance of 1,500,000,000 shares of common stock to a principal shareholder of CrossMobile in consideration for his efforts to complete the CrosssMobile transaction. The Company estimated the fair value of the common shares issued based on the share price of the Company as of the date of the agreement at $900,000. During the year ended December 31, 2022 the Company recorded share based compensation expenses in general and administrative expenses.

For the year ended December 31, 2022, the Company and certain investors entered into subscription agreements for a private placement of units of the Company securities in an aggregated amount of $500,000, where each unit (a “Unit” and collectively the “Units”) is comprised of (i) one share of the Company’s common stock and (ii) one common stock purchase warrant to purchase an additional share of the Company’s common stock through the second anniversary thereof at a per share exercise price of $0.0002. The price per unit is $0.0001. During the year ended December 31, 2022, the Company received a total of $500,000 on account of these subscription and in consideration thereof issued 5,000,000,000 shares of common stock and warrants for an additional 5,000,000,000 shares of common stock.

In May 2022, the Company and certain investors entered into subscription agreements for a private placement of units of the Company securities (the ~~“Preferred Stock Series B”~~“May 2022 Private Placements”) in an aggregated amount of $250,000, where each unit (a “Unit” and collectively the “Units”) is comprised of (i) one share of the Company’s common stock and (ii) one common stock purchase warrant to purchase an additional share of the Company’s common stock for a one year period at a per share exercise price of $0.0006. The price per unit is $0.0003. In consideration thereof, the Company issued 833,333,334 shares of common stock and warrants for an additional 833,333,334 shares of common stock.

On May 19, 2022, the Company issued 30,000,000 shares of the Company’s common stock to a service provider in exchange for certain tax services. The Company estimated the value of the shares issued at $9,000 based on the share price of the Company as of the issuance date and recorded them as part of the share based compensation expenses during the year ended December 31, 2022.

On August 10, 2022, the Company entered into an agreement with a consultant with a term of 12 months under which it undertook to issue to the consultant 300,000,000 restricted stock for investor relations services. The Company estimated the fair value of the shares issued at $120,000 of which $46,438 were recorded as share based compensation expenses in the year ended December 31, 2022 and the remaining $73,562 were recorded in the year ended December 31, 2023. As of December 31, 2023, no shares have been issued to the consultant under the above agreement.

On October 25, 2022, the Company issued to CrossMobile 10,000,000,000 shares of the Company’s common stock (see note 1 and 7 above).

On November 1, 2022, the Company entered into a binding term sheet, which was subsequently replaced and superseded in April 2023 by a binding investment agreement, with George Baumeohl, a Company’s director, pursuant to which Mr. Baumeohl has agreed to support Company’s operation by way of an equity investment of up to $3 million through August 2025, as needed. The agreement provides for sales of Company’s common stock to Mr. Baumeohl at per share purchase prices ranging between $0.0003 and $0.0004. As of December 31, ~~2020, there are 3,870,000~~2023, the Company have received an aggregate of $1,225,000 from Mr. Baumeohl, in consideration of which he is entitled to 3,937,500,000 shares of ~~Preferred Stock Series B outstanding.~~common stock. After December 31, 2022, the Company received additional $470,000 from Mr. Baumeohl to which entitles him to 1,174,417,500 shares of our common stock at a share price of $0.0004.

~~The Preferred Stock Series B are held~~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.

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

On May 15, 2023, the Company issued 770,000,000 shares of common stock as consideration under InstaView Transaction (see note 8 above).

On June 21, 2021, the Board of Directors approved the 2021 Equity Incentive Plan (the “2021 Plan”) pursuant to which the Company may issue awards, from time to time, consisting of non-qualified stock options, restricted stock and restricted stock units and stock option awards qualify under Section 102 of the ~~Company. The principals shareholders of of UCG are George Baumoehl and Gaya Rozensweig, the directors~~Israeli Tax Ordinance (New Version) 1961 (“ITO”), and/or under Section 3(i) of the ITO.

On January 1, 2022, the Company granted options under the 2021 Plan to purchase 400,000,000 shares of the Company’s common stock to a member of its advisory board. Options to purchase 100,000,000 shares of common stock shall vest on the first anniversary of the agreement and the remaining options shall vest quarterly, over additional 3 years. The fair value of the options was determined using the Black-Scholes pricing model, assuming a risk free rate of 1.12%, a volatility factor between 391%, dividend yields of 0% and an expected life of 6.25 years and was estimated at $200,000.

Mr. Tromer, the CEO of CrossMobile, was appointed to the Company’s advisory board in February 2022. In connection with his service on the advisory board, on February 14, 2022, he was awarded options under the 2021 Plan to purchase 6,000,000,000 shares of the Company’s common stock, at a per share exercise price of $0.0001, which is the exercise price for all grants to date to member of the Company’s advisory board. Mr. Tromer’s options vest as follows: 25% (i.e., 1,500,000,000) options vest on the first anniversary of the appointment to the advisory board and the balance in increments of 400,000,000 shares on each subsequent three (3) month anniversary. The ~~Preferred Stock Series B~~fair value of the options was determined using the Black-Scholes pricing model, assuming a risk free rate of 1.85%, a volatility factor of 397%, dividend yields of 0% and an expected life of 6.25 years and was estimated at $2,400,000.

On May 15, 2022, the Company granted options under the 2021 Plan to directors, employees and service providers to purchase an aggregate of 34,900,000,000 shares of common stock exercisable at a per share exercise price of $0.0001. Of the options granted, 5,000,000,000 were issued to ~~UCG as consideration~~CEO. The options vest on an annual basis with 25% of the option grant vesting on each anniversary of the option grant. Following vesting, the options are exercisable through the sixth month anniversary following the last instalment vesting date. The fair value of the options was determined using the Black-Scholes pricing model, assuming a risk free rate of 2.84%, a volatility factor of 305.1%, dividend yields of 0% and an expected life of 6.25 years and was estimated at $13,959,141.

On September 18, 2022, the Company granted options under the 2021 Plan to a strategic advisor to purchase an aggregate of 10,000,000,000 shares of common stock exercisable at a per share exercise price of $0.0001. Of the options granted, 5,000,000,000 were immediately vested and the remaining shall vest on 4 annual equal instalments commencing May 15, 2023. The fair value of the options was determined using the Black-Scholes pricing model, assuming a risk free rate of 3.62%, a volatility factor of 306.5%, dividend yields of 0% and an expected life of 5.54 years and was estimated at $3,999,451.

On January 26, 2023, RNA entered into two consulting agreements for the ~~Merger. Each share~~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 ~~Series B Preferred Shares will convert into 100,000~~consultant Non-Plan option to purchase 1,000,000,000 shares of ~~WHEN’s~~the Company’s common stock ~~par~~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 ~~$0.0007 (the “Common Stock”)~~of both of the options was determined using the Black-Scholes pricing model at $563,230, ~~for~~assuming a risk free rate of 3.72%, a volatility factor of 186.71%, dividend yields of 0% and an ~~aggregate amount~~expected life of ~~387,000,000,000~~4 years. Total compensation expenses during the year ended December 31, 2023 amounted to $256,680 and were recorded as share based compensation under research and development expenses.

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 ~~WHEN’s Common Stock, upon~~ the ~~filing~~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 ~~Secretary~~options was determined using the Black-Scholes pricing model at $184,701, assuming a risk free rate of ~~State~~3.63%, a volatility factor of ~~Delaware~~186.23%, dividend yields of 0% and an ~~amendment~~expected life of 4 years. Total compensation expenses during the year ended December 31, 2023 amounted to ~~WHEN’s certificate~~$60,124 and were recorded as share based compensation under research and development expenses.

The following table presents the Company’s option activity during the year ended December 31, 2023 and 2022:


1825 NW Corporate Blvd. Suite 110, Boca Raton, FL		33431
(Address of Principal Executive Offices)		(Zip Code)

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
N/A		N/A		N/A


Cautionary Note Regarding Forward-Looking Statements		3

Part I
~~Item 1.~~	~~Business~~	4
Item 1.	Business	4
Item 1A.	Risk Factors	1012
Item 1B.	Unresolved Staff Comments	23
~~Item 2.~~	~~Properties~~	23
~~Item 3.~~	~~Legal Proceedings~~	24
Item 1C.	Cybersecurity	25
Item 2.	Properties	25
Item 3.	Legal Proceedings	25
Item 4.	Mine Safety Disclosures	2425
		24
Part II		26
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2426
Item 6.	Selected Financial Data	2527
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2527
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	2833
Item 8.	Financial Statements and Supplementary Data	2833
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	2833
Item 9A.	Controls and Procedures	2934
Item 9B.	Other Information	3034
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	34

Part III		35
Item 10.	Directors, Executive Officers and Corporate Governance	3035
Item 11.	Executive Compensation	3338
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3440
Item 13.	Certain Relationships and Related Transactions, and Director Independence	3642
Item 14.	Principal Accountant Fees and Services	3642

Part IV		43
Item 15.	Exhibits and Financial Statement Schedules	3743
Item 16.	Form 10-K Summary	3743
Signatures		3844

	Year ended
	December 31
	2020			2019

Revenues		98,159			103,955
Operating Expenses
Research and development expenses		(489,210	)		(263,534	)
General and administrative expenses		(523,663	)		(226,537	)
Operating loss		(914,714	)		(386,116	)
Financing income (expenses), net		41,921			(27,810	)
Net loss		(872,793	)		(413,926	)

	Year ended
	December 31
	2023			2022

Revenues	$	207,709		$	91,120
Operating Expenses
Research and development expenses		(1,935,085	)		(1,390,545	)
Selling and marketing expenses		(92,053	)		(15,656	)
General and administrative expenses		(5,080,725	)		(8,625,959	)
Operating loss		(6,900,154	)		(9,941,040	)
Financing income, net		2,746			15,529
Other loss		(151,015	)		-
Loss before equity in net loss of equity investments		(7,048,423	)		(9,925,781	)
Less: Share in net gain (loss) of equity investments		(1,977	)		(20,594	)
Net loss		(7,050,400	)		(9,946,375	)
Net loss attributable to non-controlling interests		71,052			3,977
Net loss attributable to the Company’s stockholders		(6,979,348	)		(9,942,398	)

Large accelerated filer	~~[ ]~~☐	Accelerated filer	~~[ ]~~☐
Non-accelerated filer	~~[ ]~~☐	Smaller reporting company	~~[X]~~☒
		Emerging growth company	~~[ ]~~☐

	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

	●	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.

	a.	Kid protection
	b.	Boost learning capability of you kids by making them feel safe online
	c.	Senior citizen protection against e-criminals
	d.	Mental Health monitoring
	e.	Sleep monitoring and apnea treatment
	f.	Secure online sessions with psychologist
	g.	Health insurance

	a.	Camera
	b.	Access control,
	c.	Electricity control
	d.	Smoke detection
	e.	Pet band with sim card
	f.	Home insurance

	a.	Encrypted calls
	b.	Monitoring Calls by Virtual Number for marketing and selling products
	c.	Cloud IP PBX
	d.	IVR services
	e.	Virtual Conference rooms and calls
	f.	SMS for Business (API), Bot SMS, verification SMS
	g.	Protect your business ideas in the world of e-commerce
	h.	Outsmart the digital intruder
	i.	Business insurance

	a.	Employee monitoring
	b.	Employee surveys with soft data analysis
	c.	Customer interaction profiling
	d.	Emotional intelligence navigator
	e.	Fence against digital intruder
	f.	Business insurance

	●	Complexity, time and costs associated with the integration of acquired business operations, workforce, products and technologies into our existing business, sales force, employee base, product lines, and technology.

	●	Management distraction from our existing business and other business opportunities.

	●	Employee termination could occur and thus inducing costs associated with the termination of those employees.

	●	Assumption of debt or other liabilities of the acquired business, including litigation related to the acquired business.

	●	Increased expenses and working capital requirements.

	●	Dilution of existing stockholders’ shares.

	●	Increased costs and efforts in connection with compliance with Section 404 of the Sarbanes-Oxley Act.

	●	Managing the length of the development cycle for new product enhancements, which could be longer than originally anticipated.

	●	Adapting our products to the endlessly evolving industry standards and to our competitors’ technological developments.

	●	Entering into new markets in which we have limited experience.

	●	Incorporating acquired products and technologies.

	●	Integrating our various security and storage technologies, management solutions, and support into unified enterprise security and storage solutions.

	●	Developing or expanding efficient sales channels.

	●	off-the-shelf,
	●	modular
	●	self-configurable

	●	Potential loss of proprietary information due to misappropriation or laws that may be less protective of our intellectual property rights that U.S. laws or may not be adequately enforced.

	●	Governmental control and other foreign law requirements, including labor restrictions and related laws that can impact our business operations.


	●
	●	Restrictions on our ability to repatriate cash from our international subsidiaries or to exchange cash availability for use in the U.S.

	●	Fluctuations in currency exchange rates and economic instability such as higher interest rates in the U.S. and inflation could reduce our customers’ ability to obtain financing for software products or could make our products more expensive or could increase our costs of doing business in certain countries.

	●	Longer payment cycles due to sales in foreign countries.

	●
	●	Difficulties related to administering a stock plan in some foreign countries.

	●	Delays and costs related to developing software and providing support in various languages.

	●	Political unrest, war, or terrorism, particularly in areas in which we have facilities.

	●	Our resellers are not subject to minimum sales requirements or to any obligations to market our products to their customers

	●	Our reseller agreements are generally nonexclusive and may be terminated at any time without cause.

	●	It is possible that our resellers distribute competing products and may, occasionally, place a greater emphasis on the sale of these products due to pricing, promotions, and other terms offered by such competitors.

	●	Variations in our quarterly operating results;

	●	Announcements that our revenue or income are below analysts’ expectations;

	●	General economic slowdowns;

	●	Sales of large blocks of the Company’s common stock; and

	●	Announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments.

	●	Announcements of quarterly operating results and revenue and earnings predictions we made and failed to meet or be consistent with such earlier projections or the expectations of our investors.

	●	Rumors, announcements, or press articles regarding our competitors’ operations, management, organization, financial condition, or financial statements.

	●	Changes in revenue and earnings estimates by us or our investors.

	●	Announcements of planned acquisitions or dispositions by us or by our competitors.

	●	Announcement of a new or planned product to be released either by us, our competitors or our customers.


	●	Acquiring or losing a significant customer.

	●	Inquiries by the SEC, NASDAQ, law enforcement or other regulatory bodies.

	●	Acts of terrorism, the threat of war, and other crises or emergency situations.

	●	Economic slowdowns or the perception of an oncoming economic slowdown in any of the major markets in which we operate.

Period	High		Low
Q4 2020		.0003		.0001
Q3 2020		.0002		.0001
Q2 2020		.0002		.0001
Q1 2020		.0001		.0001
Q4 2019		.0001		.0001
Q3 2019		.0002		.0001
Q2 2019		.0002		.0001
Q1 2019		.0002		.0001

	Year Ended December 31
	2023		2022
Salaries and related expenses	$	268,358	$	340,054
Share-based compensation expenses		1,335,600		909,637
Subcontractors and other development costs		175,711		37,723
Depreciation and amortization		18,617		11,689
Rent and office maintenance		113,334		54,561
Other expenses		23,465		36,881
Total	$	1,935,085	$	1,390,545

	Year Ended December 31
	2023		2022
Salaries and related expenses	$	92,053	$	322
Professional services		-		13,815
Other expenses		-		1,519
Total	$	92,053	$	15,656

	1.	Due to the size of our Company and available resources, there are limited personnel to assist with the accounting and financial reporting function, which results in a lack of segregation of duties.

	2.	We do not have a full time Chief Financial Officer that can oversee day to day operations and the financial reporting function.

	3.	We do not have an independent audit committee that can provide management oversight.

Name	Age	Position(s) with Company

Giora Rozensweig	4951	~~Interim~~ Chief Executive Officer
~~Gaya Rozensweig~~Maj (Ret) Danny Yatom	4079	~~Director~~President
Tom Tromer	57	CEO of CrossMobile
Gaya Rozensweig	42	Director
George Baumoehl	5658	Director

Name and Principal Position	Year	Salary		Bonus		Stock Awards		Option Awards (1)			Non-Equity Incentive Plan Compensation		Non-Qualified Deferred Compensation Earnings		All Other Compensation		Total
Giora Rozensweig	2023		109,177		-		-		727,709			-		-		-		836,886
	2022		153,337		-		-		651,002	²		-		-		-		804,339
Gaya Rozensweig	2023		133,779		-		-		-			-		-		-		133,779
	2022		130,490		-		-		-			-		-		-		130,490
Danny Yatom	2023		-		-		-		879,562			-		-		-		879,562
	2022		-		-		-		1,634,772	³		-		-		-		1,634,772
Tom Tromer	2023				-		-		728,764			-		-		-		728,764
	2022		-		-		-		1,203,723	⁴		-		-		-		1,203,723

Name of Beneficial Owner	COMMON STOCK			% of class (Common Stock) (1)			SERIES A PREFERRED STOCK (5)		% of class (Series A Preferred)			SERIES B PREFERRED STOCK		% of class (Series B Preferred)			COMMON STOCK			% of class (Common Stock) (1)			SERIES A PREFERRED STOCK (6)		% of class (Series A Preferred)
Officers and Directors
Giora Rozensweig, Interim Chief Executive Officer		—	(2)		—			—		—			—		—			2,500,000	(2)		*			—		—

Gaya Rozensweig, Director		28,621,107,648	(3)		6.0	%		2,500,000		50	%		—		—			27,383,333,333	(3)		5.26	%		2,500,000		50	%
George Baumeohl. Director		17,683,333,334	(3)		3.71	%		2,500,000		50	%		—		—

George Baumeohl, Director																		20,266,666,666	(3)		3.89	%		2,500,000		50	%

Danny Yatom, President																		4,625,000,000	(4)		*			—		—

Tom Tromer																		4,875,000,000	(5)		*			—		—

5% or More Shareholders
UCG, Inc. (3)		387,000,000,000	(4)		81.17	%							3,870,000		100	%		387,000,000,000			74.31	%
Total Held by Officers and Directors of Each Class		46,304,440,982			9.71	%		5,000,000		100	%		—		—

Total Held by Officers and Directors of Each Class(5 persons)																		59,649,999,999			11.24	%		5,000,000		100	%

	2.
	2.	Represents shares issuable upon vested options or options scheduled to vest in the next 60 days. Gaya Rozensweig is the spouse of Giora Rozensweig. While the shares of Common Stock are held as of record by Gaya Rozensweig, both persons may be deemed to control the voting and disposition of these shares.

	3.
	3.	The sole shareholders and directors of UCG, Inc. are Gaya Rozensweig and George Baumeohl and, as such, they may be deemed to beneficially own these ~~shares~~shares. The address of UCG Inc. is 1825 NW Corporate Blvd. Suite 110, Boca Raton, Florida 33431.

	4.
	4.	Represents shares issuable upon vested options or options scheduled to vest in the next 60 days.

	5.	Comprised of 1,500,000,000 shares of ~~Common Stock into which the Series B Preferred Shares, representing the consideration, are automatically convertible (without any further action) upon the increase~~common stock and vested options or options scheduled to vest in the ~~authorized Common Stock~~next 60 days for an additional 3,125,000,000 shares of ~~the Company.~~common stock

	5.
	6.	The Series A Preferred Stock were issued in August 2019 to each of Gaya Rozensweig and George Baumeohl. The Series A Preferred Stock is authorized to vote with the Common Stock in all stockholder meetings that the Common Stock may vote and each share has voting power equal to 10,000 votes per ~~share~~.share.

	2023		2022
Audit Fees	$	120,000	$	130,000
Audit-Related Fees		—		—
Tax Fees		—		—
All Other Fees		—		—
Total	$	120,000		130,000

(a)	1.	Financial Statements

		The financial statements and Report of Independent Registered Public Accounting Firm are listed in the “Index to Financial Statements” on page ~~F-1~~F-3 and included on pages ~~F-2~~F-1 through ~~F-11.~~F-24.

	2.	Financial Statement Schedules

		All schedules for which provision is made in the applicable accounting regulations of the SEC are either not required under the related instructions, are not applicable (and therefore have been omitted), or the required disclosures are contained in the financial statements included herein.

	3.	Exhibits