U. S. UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C.D.C. 20549

FORM 10-K

[X] MARK ONE:

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For fiscal yearthe Fiscal Year ended December 31 2018, 2021

OR

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

FOR THE TRANSITION PERIOD FROM ________ TO _________Commission file number: 000-30256

WORLD HEALTH ENERGY HOLDINGS, INC.

(NameExact name of Registrantregistrant as specified in its Charter)charter)

1825 NW Corporate Blvd. Suite 110, Boca Raton, FL 33431

(561)870-0440
(Address of Principal Executive Offices)

Registrant’s telephone number, including area code:(561) 870-0440code)

Not applicable.

(Former Name, former address and former fiscal year, if changed since last report)

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

Securities registered pursuant tounder Section 12(g)12 (g) of the Exchange Act: Common Stock, $0.0001 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 registrantregistrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [  ] ☒ No [X]☐

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 (§229.405) 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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] ☐ No [X] ☒

At June 30, 2019,As of April 10, 2022, 489,839,407,996shares of the registrant’s common stock, par value $0.00001 per share, were outstanding. The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $2,452,663.37 based onas of the closing sale pricelast business day of the registrant’s most recently completed second fiscal quarter (June 30, 2021) was approximately $17.1 million, as computed by reference to the closing price of such common stock on June 28, 2019, of $0.0001 per share.OTC Market on such date.

As of July 26, 2019, 89,789,407,996 shares of the registrant’s common stock, par value $0.0007 per share, were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Table of Contents2021 ANNUA L REPORT (SEC FORM 10-K)

INDEX

Securities and Exchange Commission
Item Number and Description

CAUTIONARY NOTE REGARING FORWARD-LOOKING STATEMENTS

This reportAnnual Report on Form 10-K contains forward-looking statements.statements regarding our business, financial condition, results of operations and prospects. The Securities and Exchange Commission (“SEC” or “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 reportQuarterly Report on Form 10-Q and other written and oral statements that we make from time to time contain such forward-looking statements that set out anticipated results based on management’s plans and assumptions regarding future events or performance. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance or results of current and anticipated sales efforts, expenses, the outcome of contingencies, such as legal proceedings, and financial results.results and the effects of the COVID-19 pandemic or any similar pandemic.

We caution that the factors described herein and otherthese 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.

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

PART I

Item 1. Business.BUSINESS

The following discussion should be read in conjunction with Business Overview

World Health Energy Holdings, Inc.’s, (“we” “us” “our” the “Company” or “WHEH” or “WHEN”) audited consolidated financial statements and notes thereto included herein. We were incorporated on May 21, 1986 in the state of Delaware. WHEHWHEN is a diversified energy, health, and cybersecurity technology company. On April 27, 2020, WHEN completed a reverse triangular merger pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) among the Company, R2GA, Inc., a Delaware corporation 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”). 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.

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.

Recent Developments

On March 22, 2022 the Company, CrossMobile Sp zoo, a company formed under the laws of Poland (“CrossMobile”) and the shareholders of CrossMobile (of which our CEO, Giora Rosenzweig, holds 40.67% and George Baumeohl, a director, holds 6.67%, of the issued preferred share capital of CrossMobile), entered into an Investment Agreement (the “Agreement”) pursuant to which the Company 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. In addition, for 18 months following the date of the Agreement, the Company has the option to purchase additional shares of CrossMobile, such that following such additional purchase, the Company shall hold approximately 51% of CrossMobile’s outstanding share capital on a fully diluted basis. In the event the Company shall choose to exercise the option, the Company shall issue such number of restricted shares of common stock of the Company calculated based on pre-money valuation of CrossMobile as determined by an independent appraiser agreed between the Company and CrossMobile

We believe that the acquisition of CrossMobile provides an opportunity in our evolution and provides us with a strong foothold in the European market. CrossMobile is part of a limited group of licensed operators in the EU. 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 as well the access to the EU market for our CyberSecurity products.

CyberSecurity Business

Through SG and RNA, we are primarily engaged in data security and analytics and provides intelligent security software and services to enterprises and individuals worldwide The Company leverages artificial intelligence (“AI”) and machine learning to deliver innovative solutions in the areas of cybersecurity, safety focusing on the areas of endpoint security, endpoint management and encryption.

As the digital transformation of enterprises continues to advance, workforces are becoming more dispersed and mobile, and data and applications are increasingly migrating to the cloud. As part of this trend, the number of connected endpoints is growing rapidly, as is their complexity and the volume of data that they process and store. These endpoints, which include smartphones, laptops, desktops, servers, vehicles, industrial equipment and other connected devices in the Internet of Things (“IoT”), are increasingly a target for cyber adversaries. The COVID-19 pandemic has accelerated the decentralization of the workplace prompting many enterprises to shift to substantially remote and mobile work models. At the same time, the threat environ\ment 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 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, companyhelps 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 corporate officesautomation and address additional important use cases including data protection, data governance, compliance, data privacy, classification and threat detection and response.

Strategy

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. These advantages enable our end users to

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 locatedconsistent with those of other enterprise software companies.

We 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 Boca Raton, Floridathis report as our customers.

We believe that the COVID-19 pandemic, which continues to impact all of society has increased our long-term opportunity to help our customers protect their data and Ramat Gan, Israel.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 continue in the long-term and that we are striving to capitalize on the opportunity ahead.

WHEH

The implementation of our strategies is subject to our raising significant cash resources to, 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.

Product Offerings

Our Product offerings are comprised of two segments, one targeting for commercial enterprises (B2B) and one for the individual users (B2C).

B2B Offerings—The B2B Cybersecurity system software development and implementation program focused on innovative solutions for the constantly evolving cyber challenges of businesses, non-governmental organizations (NGO’s) and governmental entities.

We recently 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.

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 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 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. 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 or social media platforms. If there is a holding companychange in behavior patterns, the product is designed to immediately send the parent or adult guardian an alert. For example, one of the identifiable indicators before suicide is social withdrawal, something which owns an algae-tech businesstoday appears as a significant decrease in text message exchanges. The system categorizes this decrease as a red flag. Moreover, there are certain words and various software technology businesses. The company does not have revenues yet but is planning on launching its productsphrases which increase in use prior to suicide which the system will detect these it will put them in the near future.red flag category.

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.

Sales and Marketing

We 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 a highly trained professional 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. 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.

Research and Development

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 $489,210 and $497,121 in 2020 and 2021, respectively.

Intellectual Property

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 is actively lookingall 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 software and needsother software available on commercially reasonable terms. It may be necessary in the future to raise capital for its going concerns until it produces revenues. WHEH’s eventual plan isseek or renew licenses relating to spin-off its businesses into subsidiary public companies. However, there can be novarious 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 the foregoing can occur as planned,such third parties will maintain such software or at all.continue to make it available.

During

Competition

Our main competition in the year ended December 31, 2014 up untilglobal 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 July 1, 2015 acquisitioncompany, 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 FSC Solutions, Inc. (“FSC”) the Company’s primary focus wasuser.

With regards to the production of algae using their proprietary GB3000 growth system. The system quicklyB2B product and efficiently grows algae for the production of biofuels and food protein. We also soughtsoftware available to produce and market high-quality, low-cost B100 biodiesel. Though,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.

Regulatory Environment

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 has been successfulmay be required to modify its practices to comply with them in demonstrating the effectivenessfuture.

Employees

As of April 10, 2022, we had eight (8) employees, of which six (5) are primarily engaged in research and development and three (3) in administrative positions.

Other Corporate Holdings

We currently also have 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 Company continues to pursue all available options for raising the necessary capital in addition to exploring alternative revenue sources including joint ventures and mergers with existing Green Energy organizations.following subsidiaries.

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. Consequently, we never commenced operationsPlease 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 we are in discussions with the non-management sellers of FSC to resolve this issue that arose after closing and are evaluating our alternatives.

Amid Financial Centre, Ltd. On March 13, 2016, FSC entered into a Stock Purchase Agreement (the “Amid Purchase Agreement”) with Natalie Stock, Ltd.efficiently grows algae for the purchaseproduction of allbiofuels 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 outstanding shares of Amid Financial Centre, Ltd. (“Amid”),GB3000 system on a Mauritius Company that operates as a broker-dealer. During the first quarter of 2016, an initial deposit of $20,000 was made as part of the Amid Purchase Agreement. Prior to December 31, 2016, we elected to terminate the Amid Purchase Agreement, and, as a result the $20,000 deposit was written off as an expense in 2016.

UCG, Inc. On October 23, 2017,small-scale the Company entered into definitive agreements (collectivelyhas not yet been able to raise the “Agreements”)necessary capital to buy 70% of UCG INC, with each of Gaya Anastasia Rozensweig, one of the Company’s current directors and Giora Rozensweig, the Company’s current Interim Chief Executive Officer, as JTWRS (jointly “Gaya”), Uri Tadelis, the Company’s former Chief Executive Officer andimplement their technologies on a former director (“Uri”) and Chaim Lieberman, a former Company shareholder and former director (“Chaim” collectively, the “Shareholders” and each a Shareholder), pursuant to which the Company agreed to issue to the Shareholders an aggregate of six billion shares (the “Initial Share Issuance”) of the Company’s common stock, 0.0007 per share (the “Common Stock”), to be allocated equally among the Shareholders, in exchange for holdings of outstanding shares of UCG Inc., a newly formed Florida corporation (“UCG”), the outstanding shares of which are held by the Shareholders (in equal measure), representing in the aggregate 70% of the outstanding capital of UCG. UCG is engaged in Software development and following the transaction, it was planned that UCG was to become a majority owned subsidiary of the Company. Prior to the Agreements being closed or implemented, Chaim Lieberman, a former Shareholder and Director, passed away and Uri Tadelis, the Company’s former Chief Executive Officer, resigned from all positions with the Company. Subsequently, all outstanding shares of UCG reverted back to Gaya. As of this date, the Agreements have not closed but continue to be reviewed and revised. The anticipated closing date is expected prior to year-end 2019. However, there can be no assurance that the foregoing can occur as planned or at all.commercial scale.

Our Current Business

The Company is currently in the process of seeking to develop CYBER system software with a unique view and a special team of highly experienced people in the gray white and black areas of the data highway. These systems are planned to be marketed to Businesses and Government agencies, both municipal and state in Israel, Europe, Asia, North and South America.

The company currently has the following software applications:

HURRYAP

The first software app product: HURRYAP - App builder.http://www.hurryap.com/ (Information contained on, or accessible through, this website, or any website stated in this report, is not a part of, and is not incorporated by reference into, this report). HURRYAPP was announced by the Company On July 28, 2017, and is currently online for, what we believe to be, an easy to use application builder which includes a hosting feature for our other products.

MYWHEN

MYWHEN – Web Builder is an application where one can create your own personal website. Our Web Builder includes an array of templates and suite of unique non restricted building options and hosting. http://www.mywhen.com/(Information contained on, or accessible through, this website, or any website stated in this report, is not a part of, and is not incorporated by reference into, this report).

Both of these products include “Do it yourself” user friendly programs. We also have KidsDefend, a product where parents or guardians can monitor their children by allowing to Track GPS Location, Monitor Conversations, Track SMS, Call Logs, Record Live Calls, and much more.https://www.kidsdefend.com/ (Information contained on, or accessible through, this website, or any website stated in this report, is not a part of, and is not incorporated by reference into, this report).

WHEN GREEN ENERGY

The Company also has a green energy division. WHEN GREEN ENERGY is an algae-tech company that seeks to utilize unique commercial systems to grow algae for “Green” fuel, human consumption, animal feed and pharmaceuticals. We are currently looking for partners and/or Joint venture relationships to proceed with business development.

Competition

Our customer markets are highly competitive and subject to rapid change and declining average selling prices. The competitive landscape is fragmented with a large number of companies providing various types of products and services in different markets and geographic areas. We plan to provide integrated solutions that compete based on total workflow value, features, quality, service, and flexibility of pricing and deployment options.

Employees

At December 31, 2018, we had no full-time or part-time employees.

Available Information

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 iswww.sec.gov. The Company’s websites are located athttp://www.worldhealthenergy.com/www.worldhealthenergy.com/ andhttp://www.whengreenenergy.com/. 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.

Item 1A. Risk Factors.

You should consider each of the following risk factors and any other information set forth in this FormForm. 10-K andas 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.

RISKS ASSOCIATED WITH THE COMPANY’S PROSPECTIVE BUSINESS AND OPERATIONS

Risks Relating to Our Business and Industry

The Company lacks meaningful operating history, is a development stage enterprise and will require substantial capital if it is to be successful.

We will require additional funds for our operations.

At December 31, 2018, we had a workingneed to raise significant capital deficiency  of $360,564. We will require significant cash in order to implement any acquisitions. No assurances can be given thatrealize our business plan and the Company will be ablefailure to obtain the necessaryneeded funding during this timecould lead to make any acquisitions. The inabilityour operational failure.

We will need to raise additional funds will have a material adverse effect on the Company’s business, plan of operationworking capital in order to design and prospects. Acquisitions may be made with cash ordevelop our securities or a combination of cashsecond-generation online security and securities. To the extent thatdata protection technologies, expand our market strategy and potentially acquire complementary technologies. Without adequate funding, we require cash, we may have to borrow the funds or sell equity securities. The issuance of equity, if available, would result in dilution to our stockholders. We have no commitments from any financing source and wealso may not be able to raise any cash necessary to complete an acquisition. If we fail to make any acquisitions, our future growth may be limited. If we make any acquisitions, they may disrupt or have a negative impact on our business.

The terms on which we may raise additional capital may result in significant dilutionaccelerate the development and may impair our stock price. Becausedeployment of our cash position, our stock priceproducts, respond to competitive pressures and our immediate cash requirements, it is difficult for us to raise capitaldevelop new or enhanced products. At the present time, we have no commitments for any acquisition. We cannot be assured that we will be able to get financing, on any terms, and, if we are able to raise funds, it may be necessary for us to sell our securities at a price that is at a significant discount from the market price and on other terms which may be disadvantageous to us. In connection with any such financing, we may be required to provide registration rights to the investors and pay damages to the investor in the event that the registration statement is not filed or declared effective by specified dates. The price and terms of any financing which would be available to us could result in both the issuance of a significant number of shares and significant downward pressure on our stock price.

The Company’s officers and directors may have conflicts of interest in that they are and may become affiliated with other companies. In addition, the Company’s officers do not devote full time attention to the Company’s operations. Until such time that the Company can afford executive compensation commensurate with that being paid in the marketplace, its officers will not devote their full time and attention to the operations of the Company. No assurances can be given as to when the Company will be financially able to engage its officers on a full time basis.

The loss of key members of our senior management team could adversely affect the execution of our business strategy and our financial results. If any members of our senior management team become unable or unwilling to continue in their present positions, our financial results and our business could be materially adversely affected.

We have had little success with our current business operations and there can be no assurance that our new business venturecapital will be successful.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.

WeAny 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, 2021 and 2020 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 current 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 unlesshighly integrated, and if we secure sufficient financingfail 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 WHEH.such acts heightened as a result of the number of employees working remotely due to COVID-19. 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 WHEHwe 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 developmental stage company,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 WHEHfuture acquisitions will be ablesuccessful 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 successfully implement its planned business model. While its officersour 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 experience inresearch and development expenses, the field, without proper financing and/or government grants, itdevelopment and introduction of a new product involves significant resources and time commitment and is highly unlikely that WHEH will be abletherefore subject to implement its business plan.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 may be subject to the risks of doing business internationally.

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:

Costs of compliance with laws and regulations

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:

We are subject to Currency exchange rate fluctuations

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.

We must comply with governmental regulations setting privacy standards.

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.

Our business may be affected by the ongoing COVID-19 pandemic and may be significantly adversely affected as the pandemic continues or if other events out of our control disrupt our business or that of our third party collaborators.

While the extent of the impact of the COVID-19 pandemic on our business and financial results is uncertain, a continued and prolonged public health crisis such as the COVID-19 pandemic could have a material negative impact on our business, financial condition and operating results. If the COVID-19 pandemic continues, other aspects of our may be may be adversely affected, delayed or interrupted. We currently rely on third parties to run our business. If any such third party in our supply chain for materials is adversely impacted by effects from the COVID-19 pandemic, including staffing shortages, production slowdowns and disruptions in delivery systems, our supply chain may be disrupted and our costs could be increased.

Our increased reliance on personnel working from home may negatively impact productivity, or disrupt, delay, or otherwise adversely impact our business. In addition, this could increase our cyber security risk, create data accessibility concerns, and make us more susceptible to communication disruptions, any of which could adversely impact our business operations.

The COVID-19 pandemic continues to evolve. The ultimate impact of the COVID-19 pandemic on our business operations is highly uncertain and subject to change and will depend on future developments, which cannot be accurately predicted, including the duration of the pandemic, additional or modified government actions, and the actions taken to contain COVID-19 or address its impact, among others. We do not yet know the full extent of potential delays or impacts on our business, our research programs or the global economy. We will continue to monitor the situation closely.

In addition, WHEH faces intense competition from larger, better-capitalized companies.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 occurrence of any of these business disruptions could seriously harm our operations and financial condition and increase our costs and expenses.  

We have not voluntarily implemented various corporate governance measures

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 absenceUnited 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 stockholdersto bring such a claim. Even if a foreign court agrees to hear a claim, it may have more limited protections against interested director transactions, conflictsdetermine 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 interestapplicable U.S. law must be proved as a fact, which can be a time-consuming and similar matters.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.

Recent Federal legislation,

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 Sarbanes-OxleyU.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 2002, has resulted1996, 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 adoptionEuropean Union. The GDPR imposes significant obligations on controllers and processors of various corporate governance measures designedpersonal data, including, as compared to promote the integrityprior 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 corporate managementEU, 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 securities markets. SomeGDPR and their third-party processors that relate to the processing of these measures have been adoptedpersonal 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.

Risks Related to Our Securities

There is not an 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 legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or The NASDAQ Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges and NASDAQ are those that address board of directors’ independence, audit committee oversight, and the adoption of a code of ethics. While our board of directors has adopted a Code of Ethics and Business Conduct, we have not yet adopted any of these corporate governance measuresthe following factors, some of which are beyond our control:

Directors, executive officers, principal stockholders and sinceaffiliated entities own a significant percentage of our securities arecapital stock, and they may make decisions that our stockholders do not yet listedconsider 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% of our outstanding voting 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 national securities exchangechange 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 NASDAQ, we are not requiredotherwise) or otherwise attempting to do so. It is possible that if we wereobtain control of our company.

The market price of our common stock may be volatile and such volatility could cause you to adoptlose some or all of these corporate governance measures, shareholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directorsyour investment.

The market price of our common stock can fluctuate, and that policies had been implemented to define responsible conduct. For example, inas a result you could lose the absencevalue of audit, nominating and compensation committees comprisedyour investment. The market price of at least a majority of independent directors, decisions concerning matters such as compensation packages to our senior officers and recommendations for director nomineescommon stock may be madeaffected by a majoritynumber of directors who have an interest in the outcomefactors, including:

Because we became public by means of the matters being decided. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions.

Provisions of our Articles of Incorporation and Bylaws may delay or prevent take-over whicha 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 best interestfuture.

Our Board of Directors may issue and fix the terms of shares of our stockholders.

ProvisionsPreferred Stock without stockholder approval, which could adversely affect the voting power of holders of our articles of incorporation and bylaws may be deemed to have anti-takeover effects, which include when and by whom special meetingsCommon Stock or any change in control of our stockholders may be called, and may delay, defer or prevent a takeover attempt. In addition, certain provisionsCompany.

Our Certificate of corporate law also may be deemed to have certain anti-takeover effects, which include that control of shares acquired in excess of certain specified thresholds will not possess any voting rights unless these voting rights are approved by a majority of a corporation’s disinterested stockholders. In addition, our articles of incorporation authorizeIncorporation authorizes the issuance of up to 10,000,000 shares of “blank check” preferred stock, of which 2,500,0000 shares are issued and outstanding as of July 26, 2019with 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 our boardthe Board of directors.Directors. Our Board of Directors is empowered, without shareholder approval, to issue shares of Preferred stock shareholders are entitled to 150 votes for each share held while common stock shareholders are entitled to one vote for each share held. Our board of directors may, without stockholder approval, issue preferred stockStock with dividends,dividend, liquidation, conversion, voting or other rights thatwhich could adversely affect the voting power or other rights of the holders of our common stock. AsCommon Stock. In the event of such issuances, the Preferred Stock could be used, under certain circumstances, as a result,method of discouraging, delaying or preventing a change in control of our Company.

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

We only have two directors. Because of such stock to investors who supportlimited 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 give effective control of our business to our management.

We may be exposed to potential risks relating to our internal controls over financial reportingparticipated in decisions concerning management compensation and our ability to have those controls attested to by our independent auditors.

Risks Related to the Company’s Common Stock

Our Common Stock Currently Trades on the Pink Tier of OTC Markets and is Labeled as “No Information” and as “Delinquent SEC Reporting.”

Our Common Stock Currently Trades on the Pink Tier of OTC Market Group, LLC’s Marketplace under the symbol “WHEN” and is labeled as “No Information” and as “Delinquent SEC Reporting” at this time. The OTC Market is a network of security dealers who buy and sell stock. The dealers are connected by a computer network that provides information on current “bids” and “asks,” as well as volume information. The trading of securities on the OTC Pink is often sporadic and investors may have difficulty buying and selling our shares or obtaining market quotations for them, which may have a negative effect on the market price of our common stock.

Our Common Stock was subject to a “chill” status in October of 2011.

On October 28, 2011, the National Securities Clearing Corporation exited positions in WHEN common stock from the Continuous Net Settlement System. This prior “chill” on the common stock may hamper trading liquidity in WHEN. The “chill” was subsequently removed and as of July 2015, the Company confirmed that there were no chills on its common stock at such time.

The sale of the additional shares of Common Stock could cause the value of our Common Stock to decline.

The sale of a substantial number of shares of our Common Stock, or anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price thataudit issues. While we might otherwise wish. Further, if we do sell or issue more Common Stock, any investors’ investment in the Company will be diluted. Dilution is the difference between what you pay for your stock and the net tangible book value per share immediately after the additional shares are sold by us. If dilution occurs, any investment in the Company’s Common Stock could seriously decline in value.

Our Common Stock constitutes restricted securities and is subject to limited transferability.

All of our Common Stock shares, should be considered a long-term, illiquid investment. Common Stock has not been registered under the Securities Act, and cannot be sold without registration under the Securities Act or any exemption from registration. In addition, our Common Stock, is not registered under any state securities laws that would permit their transfer. Because of these restrictions and the absence of an active trading market for our securities, a stockholder will likely be unable to liquidate an investment even though other personal financial circumstances would dictate such liquidation.

Our Common Stock price may decrease due to factors beyond our control.

The stock market from time to time has experienced extreme price and volume fluctuations, which have particularly affected the market prices for emerging growth companies and which often have been unrelated to the operating performance of the companies. These broad market fluctuations may adversely affect the market price of our stock, if a trading market for our stock ever develops. If our shareholders sell substantial amounts of their stock in the public market, the price of our stock could fall. These sales also might make it more difficult for us to sell equity, or equity-related securities, in the future at a price we deem appropriate.

The market price of our stock may also fluctuate significantly in response to the following factors, most of which are beyond our control:

Any such fluctuations may adversely affect the market price or value of our Common Stock, regardless of our actual operating performance. As a result, stockholders may be unable to sell their shares, or may be forced to sell them at a loss.

Our Common Stock is subject to the application of the “penny stock” rules which could adversely affect the market price of our common stock and increase transaction costs to sell those shares.

The SEC has adopted rule 3a51-1 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, Rule 15g-9 requires:

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our Common Stock and cause a decline in the market value of our stock.

The market price for our Common Stocks is particularly volatile which could lead to wide fluctuations in our share price. You may be unable to sell your Common Stock shares at or above your purchase price, or at all, which may result in substantial losses to you.

The market for our Common Stock is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer. Many of these factors are beyond our control and may decrease the market price of our common shares, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common stock shares will be at any time, or if our common stock shares will ever be able to trade, or as to what effect the sale of shares or the availability of common stock shares for sale at any time will have on the prevailing market price.

Because we will likely issue additional shares of our Common Stock, investment in the Company could be subject to substantial dilution.

Investors’ interests in the Company will be diluted and investors may suffer dilution in their net book value per share when we issue additional shares. We are authorized to issue 110,000,000,000 shares of Common Stock. We anticipate that all or at least some of our future funding, if any, will be in the form of equity financing from the sale of our Common Stock. If we do sell or issue more Common Stock, any investors’ investment in the Company will be diluted. Dilution is the difference between what you pay for your stock and the net tangible book value per share immediately after the additional shares are sold by us. If dilution occurs, any investment in the Company’s Common Stock could seriously decline in value.

FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, FINRA has adopted Rule 2111 that requires a broker-dealer to have reasonable grounds for believing that an investment is suitable for a customer before recommending the investment. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

We do not intend to pay dividends forrectify this situation by expanding the foreseeable future.

We have never declared or paid any cash dividends on our stockboard of directors and do not intend to pay any cash dividends in the foreseeable future. We anticipate that we will retain all of our future earnings for use in the development of our businessforming independent audit and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our Board.

If we are unable to comply with the financial reporting requirements mandated by the SEC’s regulations, investors may lose confidence in our financial reporting and the price of our common stock, if a market ever does develop for it, could decline.

If we fail to maintain effective internal controls over financial reporting, our ability to produce timely, accurate and reliable periodic financial statements could be impaired. If we do not maintain adequate internal control over financial reporting, investors could lose confidence in the accuracy of our periodic reports filed under the Exchange Act. Additionally, our ability to obtain additional financing could be impaired or a lack of investor confidence in the reliability and accuracy of our public reporting could cause our stock price to decline.

Availability of Additional Funds.

We may require additional equity and/or debt financing to continue our operations. These conditions may raise substantial doubt about our ability to continue as a going concern for at least one year from the date of this filing.

There can becompensation committees, there is no assurance that we will be able to obtain fundsdo 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 commercially acceptable terms, if at all. 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 ongoing needs for working capitalany manner to liquidate or receive any payment on your investment. Therefore, failure to pay dividends may result in order to fundyou not seeing any return on your investment even if our business operations and to continueare 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. To that end, we may be required

We are likely to raise additional funds, throughfinance 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 debt financing. However, there can be no assurance that we will be successful in securing additional capital. If we are unsuccessful, we may need to (a) initiate cost reductions; (b) forego business development opportunities; (c) seek extensions of time to fund liabilities, or (d) seek protection from creditors.

In addition, if we are unable to generate adequate cash from operations, and if we are unable to find sources of funding, it may be necessary for us to sell one or more lines of business or all or a portion of our assets, enter into a business combination, or reduce or eliminate operations. These possibilities, to the extent available, may be on terms that result in significant dilution to our shareholders or that result in our shareholders losing all of their investment in our Company.

If we are able to raise additional capital, we do not know what the terms of any such capital raising would be. In addition, any future sale of our equity securities would dilute the ownership and control of your shares and could be at prices substantially below prices at which our shares currently trade. Our inability to raise capital could require us to significantly curtail or terminate our operations. We may seek to increase our cash reserves through the sale of additional equity or debt securities. The sale of convertible debt securities, or additionalwhich 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 result incause the market price of our Common Stock to decline.

We may also raise additional and potentially substantial dilution to our shareholders. Thefunds through the incurrence of indebtednessdebt, and the holders of any debt we may issue would resulthave rights superior to your rights in increased debt service obligationsthe event we are not successful and could result in operating and financing covenants that would restrict our operations and liquidity. In addition, our abilityare forced to obtain additional capital on acceptable terms is subject to a varietyseek the protection of uncertainties.the bankruptcy laws.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

Prior to May of 2018, the Company’s executive offices were at 3000 Island Blvd. #402, Aventura, FL 33160. 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. We also

Our subsidiary RNA Ltd. currently havehas a corporate officesoffice located in, Moshe Aviv Tower, 7 Jabotinsky Street, Ramat Gan,Herzliya, Israel. The cost to useoffice comprises approximately 247 square meters. The lease term for this office space is paid for by RNA Technology Ltd., of which Giora Rozensweig,from December 2020 through December 2024 and our Interim Chief Executive Officer and Gaya Rozensweig, a member of our board of directors, are officers and directors. monthly renal payment is approximately $4,700.

We believe that the current arrangement is adequateour facilities are generally in good condition and suitable to meetcarry on our current needs and anticipate moving our offices during the next twelve (12) monthsbusiness. We also believe that, if we are ablerequired, suitable alternative or additional space will be available to execute our business plans.us on commercially reasonable terms.

Item 3. Legal Proceedings.

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

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

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

From time to time we may become involved in various 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 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.

Item 4. Mine Safety Disclosures.MINE SAFETY DISCLOSURES

Not applicable

Not applicable.

PART II

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

Market Information

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 currently labeled as “Pink No Information” and “Delinquent SEC Reporting” on the OTC Markets. 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 reflectsMarket Information

As of April 10, 2022, there were 381 active holders of record of our common stock, and the highlast reported sale price of our common stock on the OTC Pink-tier of OTC Markets on April 10, 2022 was $0.0004.

Dividend Policy

To date, we have paid no dividends on our common stock and low closing sales informationdo 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

(i) During 2021, the Company and certain investors entered into subscription agreements for a private placement of units of the Company securities (the 2021 Private Placements”) where each unit (a “Unit” and collectively the “Units”) is comprised of (i) one (1) share of the Company’s Common Stock and (ii) one common stock purchase warrant to purchase an additional share of the Company’s Common Stock through the second anniversary thereof at a per share exercise price of $0.0002. The price per unit is $0.0001. Subscription agreements for an aggregate of $900,000 provided that the investors are to remit the subscription proceeds at the time of investment and in three month intervals thereafter, in each fiscal quarter during the fiscal years endedcase in amounts equal to 20%- 25% of their committed amounts. Through December 31, 2017 and December 31, 2018. This information was obtained from OTC Markets and reflects inter-dealer prices without retail mark-up, markdown or commission and may not necessarily represent actual transactions.

On October 28, 2011, the National Securities Clearing Corporation exited positions in WHEN common stock from the Continuous Net Settlement System. This prior “chill” on the common stock may hamper trading liquidity in WHEN. The “chill” was subsequently removed and as of July 2015,2021, the Company confirmed that there were no chills on itsreceived a total of $386,000 from these subscription proceeds and in consideration thereof issued 3,860,000,000 shares of Common Stock and warrants for an additional 3,860,000,000 shares of Common Stock.

(ii) Through September 2021, we issued to three service providers options under the 2021 Equity Incentive Plan to purchase in the aggregate 6,800,000,000 shares of our common stock at such time.a per share purchase price of $0.0001.

(iii) In November 2021 we issued to the CEO of CrossMobile 1,500,000,000 shares of our common stock following the closing of the letter of intent between the Company and CrossMobile.

(iii) In December 2021 we issued to a consultant 5,700,000,000 shares of our common stock upon conversion of consulting fees due under the service agreement with such consultant.

(iv) In December 2021we issued to a consultant 150,000,000 shares under an investment relations services agreement then entered into. The shares were issued as partial payment under such agreement.

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.

Security HoldersSecurities Authorized for Issuance under Equity Compensation Plans

As of December 31, 2018, there were approximately 370 record holders , an unknown number of additional holders whose stock is held in “street name” and 89,789,407,996The following table provides certain aggregate information with respect to the Company’s shares of common stock issued and outstanding.

Authorized Capital Stock

We are authorized to issue 110,000,000,000 shares of Common Stock, par value $0.0007, and 10,000,000 shares of preferred stock, par value $0.0007. Asthat as of December 31, 2018, there2021 were 89,789,407,996 sharesissuable under its 2021 Equity Incentive Plan in effect as of Common Stock issued and outstanding, and 2,500,000December 31, 2021.

Issuer Purchases of preferred stock issued and outstanding.Equity Securities

Transfer AgentNone

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.

Dividend Policy

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

Equity Compensation Plans

None.

Recent Sales of Unregistered Securities

None.

Item 6 – Selected Financial Data.-RESERVED

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

The following discussion and analysis should be read in conjunction with the consolidated financial statements of the Company and the accompanying notes appearing subsequently under the caption “Consolidated Financial Statements.” This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results may differ materially from those contained in or implied by any forward-looking statements as a result of various factors.

Among the risks and uncertainties which could cause such a difference are those relating to our dependence upon certain key personnel, our ability to manage our growth, our success in implementing the business strategy, our success in arranging financing where required, and the risk of economic and market factors affecting us or our customers. Many of such risk factors are beyond the control of the Company and its management.

Company Overview

We were incorporated on May 21, 1986 in the state of Delaware. WHEH is a diversified energy, health, and security technology company with corporate offices that are located in Boca Raton, Florida and Ramat Gan, Israel.

WHEH is a holding company which owns an algae-tech business and various software technology businesses. The company does not have revenues yet but is planning on launching its products in the near future. The Company is actively looking and needs to raise capital for its going concerns until it produces revenues. WHEH’s eventual plan is to spin-off its businesses into subsidiary public companies. However, there can be no assurance that the foregoing can occur as planned, or at all.

During the year ended December 31, 2014 up until our July 1, 2015 acquisition of FSC Solutions, Inc. (“FSC”) the Company’s 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 Company continues to pursue all available options for raising the necessary capital in addition to exploring alternative revenue sources including joint ventures and mergers with existing Green Energy organizations.

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. Consequently, we never commenced operations of this business and we are in discussions with the non-management sellers of FSC to resolve this issue that arose after closing and are evaluating our alternatives.

Amid Financial Centre, Ltd. On March 13, 2016, FSC entered into a Stock Purchase Agreement (the “Amid Purchase Agreement”) with Natalie Stock, Ltd. for the purchase of all of the outstanding shares of Amid Financial Centre, Ltd. (“Amid”), a Mauritius Company that operates as a broker-dealer. During the first quarter of 2016, an initial deposit of $20,000 was made as part of the Amid Purchase Agreement. Prior to December 31, 2016, we elected to terminate the Amid Purchase Agreement, and, as a result the $20,000 deposit was written off as an expense in 2016.

UCG, Inc. On October 23, 2017, the Company entered into definitive agreements (collectively the “Agreements”) to buy 70% of UCG INC, with each of Gaya Anastasia Rozensweig, one of the Company’s current directors and Giora Rozensweig, the Company’s current Interim Chief Executive Officer, as JTWRS (jointly “Gaya”), Uri Tadelis, the Company’s former Chief Executive Officer and a former director (“Uri”) and Chaim Lieberman, a former Company shareholder and former director (“Chaim;” collectively, the “Shareholders” and each a Shareholder), pursuant to which the Company agreed to issue to the Shareholders an aggregate of six billion shares (the “Initial Share Issuance”) of the Company’s common stock, 0.0007 per share (the “Common Stock”), to be allocated equally among the Shareholders, in exchange for holdings of outstanding shares of UCG Inc., a newly formed Florida corporation (“UCG”), the outstanding shares of which are held by the Shareholders (in equal measure), representing in the aggregate 70% of the outstanding capital of UCG. UCG is engaged in Software development and following the transaction, it was planned that UCG was to become a majority owned subsidiary of the Company. Prior to the Agreements being closed or implemented, Chaim Lieberman, a former Shareholder and Director, passed away and Uri Tadelis, the Company’s former Chief Executive Officer, resigned from all positions with the Company. Subsequently, all outstanding shares of UCG reverted back to Gaya. As of this date, the Agreements have not closed but continue to be reviewed and revised. The anticipated closing date is expected prior to year-end 2019. However, there can be no assurance that the foregoing can occur as planned or at all.

We are currently exploring our alternatives as it relates to the acquisition of FSC and the development of other technologies and websites that we control.

Discussion and Analysis

The following discussion and analysis should be read in conjunction with the consolidated financial statements of the Company and the accompanying notes appearing subsequently under the caption “Consolidated Financial Statements.”

This report on Form 10-K contains forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those discussed in the forward-looking statements and from historical results of operations. Among the risks and uncertainties which could cause such a difference are those relating to our dependence upon certain key personnel, our ability to manage our growth, our success in implementing the business strategy, our success in arranging financing where required, and the risk of economic and market factors affecting us or our customers. Many of such risk factors are beyond the control of the Company and its management.

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 20182021 AND 20172020

RevenuesResults of Operations

Summary of Results of Operations

Revenues

Revenues for the years ended December 31, 20182020 and 20172021 were $0. Given our efforts to identify an operating business, we are unable to predict when$98,159 and if we will generate revenues.140,177, respectively.

OperatingResearch and Development Expenses

Operating. Research and development expenses consist of salaries and related expenses, consulting fees, service providers’ costs and overhead expenses. Research and development expenses increased from $489,210 for the year ended December 31, 2018 were $65,593 compared2020 to $67,676$497,121 in 2021. The increase resulted primarily from increased in salaries and related expenses and other development costs associated with our development activities, partially offset by decrease in consulting and professional fees.

General and Administrative Expenses. General and administrative expenses consist primarily of salaries and related expenses and other non-personnel related expenses such as legal expenses. General and administrative expenses increased from $523,663 for the year ended December 31, 2017.2020 to $682,859 in 2021. The reason forincrease primarily attributed to the decrease is due to there being an increase in the activities of the Company and, therefore, more need for consultancyprofessional services and other professional fees, but thesenon-personnel related expenses, being slightly lesspartially offset by decrease in amount.salaries and related expenses.

We recorded aFinancing Expenses, Net. Financing expenses, net operating loss for 2018increased from financing income of $65,593, compared to $67,676 for 2017.

Net Income/Loss and Net Income/Loss Per Share

Our net income and net income per share was $539,692 and $0.00$41,921of financing for the year ended December 31, 2018, compared2020 to financing expenses, net loss and net loss per share of $67,676 and $0.00 per share$71,180 for the year ended December 31, 2017.2021. The increase is mainly a result of currency exchange differences between the Dollar and the New Israeli Shekel.

Net Loss. Net loss for the year ended December 31, 2021 was $4,596,813 and is primarily attributable to increase in share based compensation expenses to our employees and services providers.

Financial Condition, Liquidity and Capital Resources

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. At December 31, 2018,2021 and 2017,2020, we had current assets of $23,000$1,312,175 and $3,592,$407,213 , respectively, and total assets of $23,000$1,588,375 and $3,592$458,150 respectively. The increase in total assets is mainly due to anthe increase in prepaid professional fees.expenses resulted from issuance of Company’s shares to service providers and as part of our CrossMobile transaction as detailed above as well as increase in rights of use asset arising from operating lease . We had current liabilities of $764,203 as compared to $523,158 as of December 31, 2021 and 2020, respectively and total liabilities of $384,156$3,107,629 as compared to $903,848$2,440,712 as of December 31, 20182021 and 2017,2020 , respectively. The decreaseincrease is primarily duemainly attributed to the increase in the balance of employees and related institutions, accrued expenses and increase in loans received from a related party advances being settled for a lower amount that previously recorded.as well as increase in right of use liability arising from operating lease.

At December 31, 2018,2021, we had a cash balance of $46,022 compared to the cash balance of $359,949 as of December 31, 2020. We have no cash equivalents.

At December 31, 2021, we had a working capital deficiency of $361,156$547,972 as compared with a working capital deficiency of $900,256$115,945 at December 31, 2017.2020.

We need to raise additional operating capital in order to realize our business plan, including the expansion into the MVNO business. Management believes that funds on hand, as well as the subscription proceeds that we are to receive through our fiscal year 2022 on a periodic basis under the committed subscription agreements with certain of our investors, will enable us to fund our operations and capital expenditure requirements through March 2023. Our requirements for additional capital during this period will depend on many factors.

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 need to obtainraise additional capital no assurance can be given that wethrough private or public equity offerings, the ownership interest of our existing stockholders will be able to obtain thisdiluted, and the terms of these securities may include liquidation or other preferences that adversely affect our stockholders’ rights. If we raise additional capital on acceptable terms, if at all. In such an event, this may have a materially adverse effect on our business, operating results and financial condition. If the need arises,through debt financing, we may attemptbe subject to obtain funding through the use of various types of short-term funding, loanscovenants limiting or workingrestricting our ability to take specific actions, such as incurring additional debt, making capital financing arrangements from banksexpenditures or financial institutions.declaring dividends.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern. We have a stockholders’ deficit of $1,519,254 and a working capital deficiency of $361,156$547,972 at December 31, 2018.2021 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.

Critical Accounting Policies

Use of EstimatesThe 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.

Net loss per shareThe Company has adopted FASB ASC260-10-50,Earnings Per Share, which provides for the calculation of “basic”most significant estimates and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could shareassumptions used in the earnings of an entity. Basicfinancial statements relate to going concern and diluted losses per share were the same at the reporting dates as there were no common stock equivalents outstanding at December 31, 2018 and 2017.based compensation assumptions.

Fair value of financial instruments The carrying values of accrued liabilities approximate their fair values due to the short maturity of these instruments.

Off-Balance Sheet ArrangementsWe have not entered into any off-balance sheet arrangements during 20182021 and do not anticipate entering into any off-balance sheet arrangements during the next 12 months.

Item 7A. Qualitative and Quantitative Disclosures About Market Risk.

Not applicable.

Item 8. Financial Statements and Supplementary Data.

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, 20182021 and December 31, 2017,2020, and the related consolidated statements of operations and comprehensive loss, changes of deficiency in stockholders’ equitydeficit and cash flows for the year then ended have been audited by Daszkal Bolton LLP,Halperin Ilanit CPA, which is an independent registered public accounting firm, engaged by the Company since July 19, 2017.May 8, 2020. These financial statements have been prepared in accordance with accounting principles generally accepted in the United StatesState of America and pursuant to RegulationRegulations 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.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

World Health Energy Holdings, Inc.

Boca Raton, Florida

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of World Health Energy Holdings, Inc. (the “Company”) at December 31, 2018 and 2017, and the related consolidated statements of operations, changes in deficiency in stockholders’ equity, and cash flows for the years ended December 31, 2018 and 2017, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2018 and 2017, and the results of its operations and its cash flows for the years ended December 31, 2018 and 2017, 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 described in Note 4 to the financial statements, the Company has a deficiency of approximately $0.4 million in stockholders’ equity and working capital at December 31, 2018, which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 4. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. 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 audits 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 consolidated 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 audits, 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 audits included performing procedures to assess the risks of material misstatement of the consolidated 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 consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

WORLD HEALTH ENERGY HOLDINGS, INC.

Consolidated Balance Sheets

December 31,

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

WORLD HEALTH ENERGY HOLDINGS, INC.

Consolidated Statements of Operations

Year ended December 31,

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

WORLD HEALTH ENERGY HOLDINGS, INC.

Consolidated Statement of Changes in Deficiency in Stockholders’ Equity

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

WORLD HEALTH ENERGY HOLDINGS, INC.

Consolidated Statements of Cash Flows

Year ended December 31,

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

WORLD HEALTH ENERGY HOLDINGS, INC.

Notes to Consolidated Financial Statements

(1) NATURE OF OPERATIONS

World Health Energy Holdings, Inc., (the “Company,” or “WHEN”), was formed on May 21, 1986, under the laws of the State of Delaware and is based in Boca Raton, Florida. The Company has invested in a variety of software programs that it strove to commercialize, and has a subsidiary in clean energy technology which currently is dormant due to lack of funding. It is currently seeking software in the cyber-security arena to commercialize.

(2) BASIS OF PRESENTATION AND USE OF ESTIMATES

a) Basis of Presentation

The comparative amounts presented in these consolidated financial statements are the historical results of World Health Energy Holdings, Inc., inclusive of its wholly owned subsidiaries World Health Energy, Inc. (“WHEH”) and FSC Solutions, Inc. (“FSC”). All intercompany balances and transactions have been eliminated in consolidation.

b) Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates in the accompanying consolidated financial statements involved the valuation of construction in progress, depreciable life of the floating vessel, valuation of long-lived assets, debt discounts, valuation of common stock issued as compensation and valuation allowance of deferred income tax assets.

(3) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a) Cash and cash equivalents

The Company considers all highly liquid securities with original maturities of three months or less when acquired, to be cash equivalents. We had no financial instruments that qualified as cash equivalents at December 31, 2018 or 2017.

b) Related Party Transactions

All transactions with related parties are in the normal course of operations and are measured at the exchange amount.

c) Financial instruments and Fair value measurements

ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments. ASC 825 also requires disclosures of the fair value of financial instruments. The carrying value of the Company’s current financial instruments, which include cash and cash equivalents, accounts payable and accrued liabilities approximates their fair values because of the short-term maturities of these instruments.

WORLD HEALTH ENERGY HOLDINGS, INC.

Notes to Consolidated Financial Statements

(3) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

c) Financial instruments and Fair value measurements, continued

FASB ASC 820 “Fair Value Measurement” clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. It also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows:

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability.

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

d) Income Taxes

The Company uses the asset and liability method of ASC 740 to account for income taxes. Under this method, deferred income taxes are determined based on the differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements which will result in taxable or deductible amounts in future years and are measured using the currently enacted tax rates and laws. A valuation allowance is provided to reduce net deferred tax assets to the amount that, based on available evidence, is more likely than not to be realized.

The Company follows the provisions of ASC 740-10, Accounting for Uncertain Income Tax Positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

As of December 31, 2018, the tax years 2017, 2016 and 2015 for the Company remain open for IRS audit. The Company has received no notice of audit or any notifications from the IRS for any of the open tax years.,

WORLD HEALTH ENERGY HOLDINGS, INC.

Notes to Consolidated Financial Statements

(3) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

e) Net income (loss) per share

Basic net income (loss) per share excludes dilution and is computed by dividing the income (loss) attributable to stockholders by the weighted-average number of shares outstanding for the period. Diluted income (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the Company. Diluted income (loss) per share is computed by dividing the income (loss) available to stockholders by the weighted average number of shares outstanding for the period and dilutive potential shares outstanding unless consideration of such dilutive potential shares would result in anti-dilution. There were no common stock equivalents for the years ended December 31, 2018 or 2017.

f) Recent accounting pronouncements

In February 2016, the FASB issued ASU 2016-02, “Leases” which, for operating leases, requires a lessee to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in its balance sheet. The standard also requires a lessee to recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, on a generally straight-line basis. The ASU is effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Company believes that the adoption of ASU 2016-02 will have no effect on the Company’s consolidated financial statements.

(4) LIQUIDITY AND GOING CONCERN CONSIDERATIONS

Our consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company has an accumulated deficit of approximately $25,648,000 and a negative working capital of approximately $361,000 at December 31, 2018. These conditions raise substantial doubt about our ability to continue as a going concern.

Failure to successfully develop operations and revenues could harm our profitability and materially adversely affect our financial condition and results of operations. We face all of the risks inherent in a new business, including the need for significant additional capital, management’s potential underestimation of initial and ongoing costs, and potential delays and other problems in connection with establishing our planned operations.

We are continuing our plan to further grow and expand restaurant operations and seek sources of capital to pay our contractual obligations as they come due. Management believes that its current operating strategy will provide the opportunity for us to continue as a going concern as long as we are able to obtain additional financing; however, there is no assurance this will occur. The accompanying financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

The independent auditors’ report on our consolidated financial statements for the years ended December 31, 2018 contained an explanatory paragraph expressing substantial doubt as to our ability to continue as a going concern.

(5) RECEIVABLE FROM THIRD PARTY

The Company advanced funds to a third party with no stated maturity or interest rate with a balance of $592 at December 31, 2017. The advance was written off to expense in 2018.

WORLD HEALTH ENERGY HOLDINGS, INC.

Notes to Consolidated Financial Statements

(6) DUE TO RELATED PARTIES

Certain stockholders and officers paid expenses of the Company and were reimbursed funds during the year. The net amount due to related parties was $266,608 and $794,076 December 31, 2018 and 2017, respectively.

(7) RELATED PARTY CONVERTIBLE NOTE PAYABLE

During 2014, the Company entered into a convertible note payable with a third party for $21,474. The note is non-interest bearing and is convertible to common stock at $0.0001 per share (or the comparable rate following any share split or reverse split) on the conversion date. During 2015 the note holder became the CEO and became a related party. In 2018 this note was cancelled as a result of the debt settlement with the related party, resulting in the recognition of a gain of approximately $605,000.

(8) STOCKHOLDERS’ DEFICIT

At December 31, 2018 and 2017, the Company has 110,000,000,000 shares of par value $0.0007 common stock authorized and 89,789,407,996 shares issued and outstanding. At December 31, 2018 and 2017, the Company has 10,000,000 shares of par value $0.0007 preferred stock and 2,500,000 shares issued and outstanding.

(9) - INCOME TAXES

The Company’s effective income tax expense (benefit) differs from the “expected” tax expense for Federal income tax purposes, (computed by applying the United States Federal tax rate of 34% to loss before taxes) as follows:

The Company recognizes deferred tax assets and liabilities for the tax effects of differences between the financial statements and tax basis of assets and liabilities.

The components of net deferred tax assets and liabilities that have been presented in the Company’s financial statements are as follows at December 31, 2018:

WORLD HEALTH ENERGY HOLDINGS, INC.

Notes to Consolidated Financial Statements

(9) - INCOME TAXES, continued

The Company records a valuation allowance to reduce deferred tax assets, based on the weight of the available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. In determining the need for a valuation allowance, an assessment of all available evidence both positive and negative was required. The Company recorded a valuation allowance of $13,032 in 2017 and a reduction of $114,874 in 2018.

We have recorded a 100% valuation allowance related to the deferred tax asset for the loss from operations. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which temporary differences become deductible.

In accordance with the provisions of ASC 740: Income Taxes, we record a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated. At December 31, 2018 and 2017, we have no liabilities for uncertain tax positions. We continually evaluate expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings.

(10) COMMITMENTS AND CONTINGENCIES

a) Legal Matters

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of December 31, 2018, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations.

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

On May 7, 2020 (the “Notification Date”) Daszkal Bolton LLP (“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”) 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 Company’s board of directors.

None.

The reports of Daszkal on the Company’s financial statements for the two most recent fiscal years did not contain an adverse or 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.

During the two most recent fiscal years and through the Notification Date, there were (i) no disagreements between the Company and Daszkal on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreement, if not resolved to the satisfaction of Daszkal, would have caused Daszkal to make reference thereto in their reports on the consolidated financial statements for such years, and (ii) no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

During the Company’s two most recent fiscal years and in the subsequent interim period through the Notification Date, the Company has not consulted with Halperin 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 was an important factor considered by the Company in reaching a decision as to the accounting, auditing, or financial reporting issue; or (ii) any matter that was the subject of either a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.

Item 9A. Controls and Procedures.

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, 20182020 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, 20182021 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.

Changes in Internal Controls over Financial Reporting

On October 9, 2018, Uri Tadelis resigned from his position as the Chief Executive Officer of the Company, and on the same date the Board of Directors of the Company appointed Giora Rozensweig to serve as the Company’s Interim Chief Executive Officer effective immediately.

Other than the foregoing, thereThere have been no changes in our internal control over financial reporting during the quarter ended December 31, 2018,2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

None.On March 22, 2022 the Company, CrossMobile S p zoo, a company formed under the laws of Poland (“CrossMobile”) and the shareholders of CrossMobile (of which Mr. Giora Rosenzweig, our CEO, holds 40.67% and Mr. George Baumeohl, onle of our directors, 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.

CrossMobile is a licensed mobile virtual network operator (“MVNO”) in Poland, providing the necessary licenses and key infrastructure to service an estimated population of 540 million 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, for 18 months following the date of the Agreement, the Company has the option to purchase additional shares of CrossMobile, such that following such additional purchase, the Company shall hold approximately 51% of CrossMobile’s outstanding share capital on a fully diluted basis. In the event the Company shall choose to exercise the option, the Company shall issue such number of restricted shares of common stock of the Company calculated based on pre-money valuation of CrossMobile as determined by an independent appraiser agreed between the Company and CrossMobile.

Under the Agreement, upon the closing of the Initial Investment, Giora Rosenzweig, is to be appointed to the CrossMobile board of directors. The Agreement provides that either party may terminate the Agreement and the transactions is the Initial Investment has not closed by September 30, 2022.

The preferred share capital provides certain privileges, including the right to participate in CrossMobile shareholder meetings at a rate of two votes for each preferred share and preference as to distribution of dividends at a rate equal to twice the dividends distributed to the holders of the common shares in CrossMobile.

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, he was awarded options under the Company’s 2021 Equity Incentive Plan to purchase 6 billion shares of the Company’s common stock, at a per share exercise price of $0.0001 per share, which 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) option shares 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. In addition, in November 2021 the Company issued to Mr. Tromer an additional 1,500,000,00 shares of common stock in consideration of his efforts in the execution of the letter of intent between the Company and CrossMobile in respect of the above referenced transaction.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not Applicable

PART III

Item 10. Directors, Executive Officers, and Corporate Governance.

Set forth below are the names, ages, positionsposition 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. On October 9, 2018, Uri Tadelis, our former Chief Executive officer and director, resigned from all of his positions with the Company. Mr. Tadelis’ resignation was not the result of any dispute or disagreement with the Company on any matter relating to the Company’s operations, policies or practices. On October 9, 2018, the of Board of Directors of the Company appointed Giora Rozensweig to serve as the Company’s Interim Chief Executive Officer effective immediately and appointed each Gaya Rozensweig and George Baumoehl as members of the Company’s Board effectively immediately.

Giora Rozensweig. Mr. Rozensweig, age 46,49, 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

Gaya Rozensweig.Mrs. Rozensweig, age 37,40, 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 53,56, 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.

Involvement in Certain Legal Proceedings

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.

Corporate Governance

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.

Code of Ethics

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. A copy of our Code of Ethics and Business Conduct is filed as Exhibit 14.1 hereto. We undertake to provide to any person without charge, upon request, a copy of our Code of Ethics and Business Conduct.

Role of Board in Risk Oversight Process

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 wholeentire 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.

Director Compensation

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.

Conflicts of Interest

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) Beneficial Ownership Reporting Compliance

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, 2018.2021.

Item 11. Executive Compensation.

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, 2018,2021, (ii) our two most highly compensated executive officers other than our principal executive officers who were serving as executive officers at December 31, 20182021 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, 2018.2021. Compensation information is shown for the fiscal years ended December 31, 20182021 and 2017:2020:

2018 AND 2017 SUMMARY COMPENSATION TABLE

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 9 to the financial reports attached to this Annual Report.

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

(1)

Employment Agreements with Executive Officers

On October 9, 2018, Uri Tadelis, our former21, 2020, RNA Ltd., the Company’s subsidiary, and Giora Rozensweig, the Company’s interim Chief Executive officer and director, resigned from allOfficer, entered into an employment agreement providing for the employment (the “Giora Employment Agreement”) of his positionsMr. Giora Rozensweig as RNA’s Chief Executive Officer, with retroactive application to July 1, 2020. Under the Company and the advances and note payable due him were cancelled as a resultGiora Employment Agreement, Mr. Rozensweig is paid an annual gross salary of the debt settlementcurrent New Israeli Shekel equivalent of $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 which the Company agreeda severance payment equal to pay him $26,856.70, resultingtwenty four months of base salary then in the recognition of a gain of approximately $135,000.effect.

1On 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 $93,500, payable monthly. Under the 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.

Termination of Employment and Change of Control Arrangement

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, then the employee is entited to two years of salary payments.

OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2021

The following table sets forth information concerning equity awards held by each of our Named Executive Officers as of December 31, 2021.

Compensation of Directors

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

Bonuses and Deferred Compensation

We do not have any bonus, deferred compensation or retirement plan. Such plans may be adopted by us at such time as deemed reasonable by our board of directors. We do not have a compensation committee; all decisions regarding compensation are determined by our board of directors.

Stock Option and Stock Appreciation Rights.

We do not currently have a Stock Option or Stock Appreciation Rights Plan. No stock options or stock appreciation rights were awarded during the fiscal year ended December 31, 2018, or the period ending on the date of this Report.

Termination of Employment and Change of Control Arrangement

There are no compensatory plans or arrangements, including payments to be received from us, with respect to any person named in cash compensation set out above which would in any way result in payments to any such person because of his resignation, retirement, or other termination of such person’s employment with us or our subsidiaries, or any change in control of us, or a change in the person’s responsibilities following a changing in control.

Employment Agreements with Executive Officers

At this time, we do not have any written employment agreement or other formal compensation agreements with our officers and director. If we do enter into such agreements with our officers and directors, we will make appropriate additional disclosures as they are further developed and formalized.

OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2018

There were no outstanding equity awards at December 31, 2018.

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

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The following table sets forth certain information known to us, as of July 26, 2019, relating toconcerning the beneficial ownershipnumber of shares of our common and preferred stock owned beneficially as of April 10, 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 addressaddr ess 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.