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

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

WORLD HEALTH ENERGY HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

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

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

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

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

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

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

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

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

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

As of April 10, ~~2020,~~2021, 89,789,407,996 shares of the registrant’s common stock, par value $0.0007 per share, were outstanding. The aggregate market value of the common stock held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter (June ~~28, 2019)~~30, 2020) was ~~$2,383,052,~~approximately $2.6 million, as computed by reference to the closing price of such common stock on OTC Market on such date.

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

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

~~The following discussion should be read in conjunction with~~ 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~~was incorporated on May 21, 1986 in the state of Delaware. ~~WHEH~~WHEN is a diversified energy, health, and ~~security~~cybersecurity technology company with corporate offices that are located in Boca Raton, Florida and in Ramat Gan, Israel.

~~WHEH~~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, upon the filing of a copy of the Merger Agreement and certificate of merger with the Secretary of State of the State of Delaware, whereby SG became a direct and wholly owned subsidiary of the Company and RNA indirect wholly owned subsidiary of the Company. Each of Gaya Rozensweig and George Baumeohl, directors of the Company, are also the sole shareholders and directors of UCG.

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

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

The Company, through SG and RNA, is primarily engaged in data security and analytics and provides intelligent security software and services to enterprises and individuals worldwide The Company leverages artificial 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 environment has become increasingly hostile as the number of adversaries grows and the scale and sophistication of their attacks, increasingly focused on the endpoint, continue to develop.

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

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

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

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 consistent 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 this 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 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.

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.

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 company~~change 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~~today appears as a significant decrease in text message exchanges. The system categorizes this decrease as a red flag. Moreover, there are certain words and phrases which increase in use prior to suicide which the system will detect these it will put them in the red flag category.

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.

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.

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

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

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

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

In addition to Company-owned intellectual property, we license software from third parties for integration into our solutions, including open source software and other software available on commercially reasonable terms. It may be necessary in the future to seek or renew licenses relating to various ~~software technology businesses. The company does not~~aspects of our products, processes and services. While we have ~~revenues yet but is planning~~generally been able to obtain such licenses on ~~launching its products~~commercially reasonable terms in ~~2020. The Company is actively looking and needs to raise capital for its going concerns until it produces revenues. However, there can be no~~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.

Our main competition in the ~~year ended December 31, 2014 up until~~global parental control software market are McAfee LLC (US), Avanquest (France), Bitdefender (Romania), SaferKid (US), Symantec Corporation (US), Webroot Inc. (US), Content Watch Holdings, Inc. (US), Verizon Communications Inc. (US), Mobicip LLC (US), and Trend Micro Inc. (Japan). These are companies that may have been in the market longer than our ~~July 1, 2015 acquisition~~company, and/or have a more recognizable name, but our proprietary algorithms are designed to trace behavioral pattern changes in the user as opposed to the machine, thus providing a better understanding of ~~FSC Solutions, Inc. (“FSC”)~~ the ~~Company’s primary focus was~~user.

With regards to the ~~production of algae using their proprietary GB3000 growth system. The system quickly~~B2B product and ~~efficiently grows algae for the production of biofuels and food protein. We also sought~~software 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.

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 successful~~may be required to modify its practices to comply with them in ~~demonstrating~~ the ~~effectiveness~~future.

As of December 31, 2020, we had nine (9) employees. Of which six (6) are primarily engaged in research and development and three (3) in administrative positions.

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 operations~~Please refer to Item 3 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.~~report.

~~Amid Financial Centre, Ltd~~World Health Energy, Inc. ~~On March 13, 2016, FSC entered into a Stock Purchase Agreement (the “Amid Purchase Agreement”) with Natalie Stock, Ltd.~~World Health Energy, Inc. owns an algae-tech business whose primary focus was the production of algae using their proprietary GB3000 growth system. The system quickly and efficiently grows algae for the ~~purchase~~production of ~~all~~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 ~~outstanding shares of Amid Financial Centre, Ltd. (“Amid”),~~GB3000 system on a ~~Mauritius~~small-scale the Company ~~that operates as~~has not yet been able to raise the necessary capital to implement their technologies on 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.commercial scale.

~~UCG, Inc.~~Corporate Structure (Diagram) ~~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~~

The corporate structure 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,WHEN Group is reflected below 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 2020. However, there can be no assurance that the foregoing can occur as planned or at all.diagram

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 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 – 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).~~

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.

~~On January 27, 2020, we entered into Capital Stock Exchange Agreement (the “Acquisition Agreement”) among R2GA, Inc., a Delaware corporation and our wholly owned subsidiary of the Company (“Sub~~”), UCG, Inc., a Florida corporation (“Seller”), RNA Ltd., an Israeli company and a wholly owned subsidiary of Seller (“RNA”), George Baumoehl, a shareholder of Seller (“George”) and Gaya Rozensweig, a shareholder of Seller (“Gaya”, together with George, the “Shareholders”) and the Company pursuant to which Sub, subject to the satisfaction or waiver of the conditions specified in the agreement, will purchase from the Seller all of the issued and outstanding equity capital of RNA (the “Proposed Acquisition”).

The Company is currently working to complete this transaction. As contemplated, the consideration for the Proposed Acquisition, will consist of 3,870,000 Series B Convertible Preferred Stock, par value $0.0001 per share, of the Company (the “Series B Preferred Shares”) to be issued to UCG. Each share of the Series B Preferred Shares will automatically convert into 100,000 shares of the Company’s common stock, par value $0.0007 (the “Common Stock”), for an aggregate amount of 387 billion shares of the Company’s Common Stock, upon the filing with the Secretary of State of Delaware of an amendment to the Company’s certificate of incorporation increasing the number of authorized shares of Common Stock that the Company is authorized to issue from time to time.

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.

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.

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

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

~~At December 31, 2019, we had a~~We will need to raise additional working capital ~~deficiency of $445,542. We will require significant cash~~ in order to ~~implement any acquisitions. No assurances can be given that the Company will be able to obtain the necessary~~design and develop our second-generation online security and data protection technologies, expand our market strategy and potentially acquire complementary technologies. Without adequate funding, during this time to make any acquisitions. The inability to raise additional funds will have a material adverse effect on the Company’s business, plan of operation and prospects. Acquisitions may be made with cash or our securities or a combination of cash and securities. To the extent that 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 dilution~~accelerate the development and ~~may impair our stock price. Because~~deployment of our ~~cash position, our stock price~~products, respond to competitive pressures and ~~our immediate cash requirements, it is difficult for us to raise capital~~develop 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 venture~~capital 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.

~~We will continue~~Any additional equity financing may be dilutive to ~~operate~~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 ~~current~~ business until and unless we secure sufficient financing for WHEH. As WHEH is a developmental stage company, there can be no assurance that WHEH will be able to successfully implement its planned business model. While its officers have significant experience in the field, without proper financing and/or ~~government grants, it is highly unlikely that WHEH will be able to implement its business plan.~~finance our operations.

~~In addition, WHEH faces intense competition from larger, better-capitalized companies.~~

We have not voluntarily implemented various corporate governance measures in the absence of which, stockholders may have more limited protections against interested director transactions, conflicts of interest and similar matters.

Recent Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted 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 measures and, since our securities are not yet listed on a national securities exchange such as Nasdaq, we are not required to do so. It is possible thatEven if we ~~were~~raise funds to adopt some or all of these corporate governance measures, shareholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, in the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors, decisions concerning matters such as compensation packages toaddress our senior officers and recommendations for director nominees may be made by a majority of directors who have an interest in the outcome 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 which may not be in the best interest of our stockholders.~~

Provisions of our articles of incorporation and bylaws may be deemed to have anti-takeover effects, which include when and by whom special meetings of our stockholders may be called, and may delay, defer or prevent a takeover attempt. In addition, certain provisions of corporate lawimmediate working capital requirements, we also may be ~~deemed~~required to ~~have certain anti-takeover effects, which include that control~~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 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 authorize the issuance of upunanticipated acquisition opportunities.

These conditions raise substantial doubt as to 10,000,000 shares of preferred stock, of which 2,500,0000 shares are issued and outstanding as of July 26, 2019 with such rights and preferences as may be determined from time to time by our board of directors. 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 stock with dividends, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of our common stock. As a result, our board of directors can issue such stock to investors who support our 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 reporting and~~ our ability to ~~have those controls attested~~continue as a going concern and may make it more difficult for us to ~~by our independent auditors.~~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 ~~Common Stock Currently Trades~~independent registered public accounting firm has included an explanatory paragraph relating to our ability to continue as a going concern in its report on our audited financial statements included in this prospectus. Our audited financial statements at December 31, 2020 and 2019 and for the years then ended were prepared assuming that we will continue as a going concern.

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

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

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

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

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

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

Due to this complexity and the condensed development cycles under which we operate, we may experience errors in our software, corruption or loss of our data, or unexpected performance issues from time to time. For example, our solutions may face interoperability difficulties with software operating systems or programs being used by our customers, or new releases, upgrades, fixes or the integration of acquired technologies may have unanticipated consequences on the ~~Pink Tier~~operation and performance of ~~OTC Markets with limited trading volume.~~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 ~~Common Stock Currently Trades~~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 ~~Pink Tier~~confidentiality and appropriate use of ~~OTC Market Group, LLC’s Marketplace under~~customer data.

High-profile cyberattacks and security breaches have increased in recent years, with the ~~symbol “WHEN”. The OTC Market is~~potential for such acts heightened as a ~~network~~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 we continue to increase our client base and expand our brand, we may become more of a target for third parties seeking to compromise our security ~~dealers who buy~~systems and ~~sell stock. The dealers are connected by~~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 ~~computer network~~variety of forms. Individual and groups of hackers and sophisticated organizations, including state-sponsored organizations or nation-states, continuously undertake attacks that ~~provides information on current “bids”~~pose threats to our customers and ~~“asks,” as well as volume information. The trading~~our IT. These actors may use a wide variety 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,~~methods, which may ~~have~~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 ~~negative effect on~~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 ~~price~~perception of the effectiveness of our ~~common stock.~~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.

~~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~~market opportunity for our products and services may not develop in the ~~additional shares of Common Stock could cause the value of our Common Stock to decline.~~ways that we anticipate.

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

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

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

Our agreements with our channel partners are generally non-exclusive, meaning our channel partners may offer customers the products of several different companies. If our channel partners do not effectively market and sell our software, choose to use greater efforts to market and sell their own products or those of others, or fail to meet the needs of our customers, including through the provision of professional services for our software, our ability to grow our business, sell our software and maintain our reputation may be adversely affected. Our contracts with our channel partners generally allow them to terminate their agreements for any reason upon 30 days’ notice. A termination of the agreement has no effect on orders already placed. The loss of a substantial number of ~~shares~~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 ~~Common Stock,~~products and professional services 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 that 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.increased revenue.

~~Our Common Stock constitutes restricted securities~~The online security and device management industry is ~~subject to limited transferability.~~highly competitive, and we have a number of competitors that are larger and have greater resources.

~~All~~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 ~~Common Stock shares, should~~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 ~~considered~~successful in responding to our competitors or to changing technological and customer demands, the outcome could be a ~~long-term, illiquid investment. Common Stock has not been registered under~~negative effect on our competitive position and our financial results.

Another challenge is the ~~Securities Act,~~growing competition from network equipment and ~~cannot~~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 ~~sold without registration under~~adversely affected to the ~~Securities Act or any exemption from registration. In addition,~~extent that our ~~Common Stock, is not registered under any state securities laws that would permit their transfer. Because of~~customers perceive the functionality incorporated into these ~~restrictions and~~products as replacing the ~~absence of an active trading market~~need for our ~~securities, a stockholder will likely be unable~~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 ~~liquidate an investment even though other personal financial circumstances would dictate such liquidation.~~influence customers to purchase their products instead of ours.

~~Our Common Stock price may decrease due~~There is uncertainty as to ~~factors beyond~~market acceptance of our ~~control.~~technology and services.

The ~~stock market from time to time has experienced extreme price~~demand for our products and ~~volume fluctuations, which have particularly affected~~services can change quickly and in ways that we may not anticipate because the market ~~prices for emerging growth companies~~in which we operated is characterized by rapid, and ~~which often have been unrelated~~sometimes disruptive, technological development.

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

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

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~~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 ~~dealer must also deliver, prior~~suffer from adverse effects that we currently cannot foresee.

Any of the foregoing, along with other factors, could harm our ability to ~~any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating~~achieve anticipated levels of profitability from such acquired businesses or to realize other anticipated benefits of such acquisitions. Due to the ~~penny stock market, which,~~fact that acquiring high technology companies is inherently risky, there can be no assurance that future acquisitions will be successful and shall not adversely affect our business, financial condition or operating results.

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

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

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

~~The market price~~compete successfully for new opportunities, obtain necessary regulatory approvals, or could reduce consumer demand 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.branded products.

~~The market for our Common Stock is characterized by significant price volatility when compared~~Furthermore, such disruptions or fraudulent use could expose us to ~~seasoned issuers,~~liabilities such as lawsuits 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~~settlements. Such liabilities could be ~~subject~~time consuming, costly and harmful to ~~substantial dilution.~~

~~Investors’ interests in the Company will be diluted~~our business 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.funds.

We ~~do not intend~~may be subject to ~~pay dividends for~~ the ~~foreseeable future.~~risks of doing business internationally.

We have ~~never declared or paid any cash dividends~~significant operations outside of the U.S., including engineering, sales, customer support and production, these will be subject to risks in addition to those faced by our domestic operations such as:

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

The growth and doexpansion 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 ~~intend~~be able to ~~pay any cash dividends~~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 ~~foreseeable future. We anticipate~~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 ~~we will retain all~~licensed by us, duplicate our services or design around our intellectual property. Further, contractual arrangements may not prevent unauthorized disclosure of our ~~future earnings for use~~confidential information or ensure an adequate remedy in the ~~development~~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 ~~general corporate purposes. Any determination~~our business model or our business processes, and we do not currently intend to ~~pay dividends~~obtain any such patents in Mexico, the United States or elsewhere.

We may also be subject to costly litigation in the ~~future will~~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 atable to successfully defend against such claims, which may result in a limitation on our ability to use the ~~discretion~~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 ~~Board.~~services. In such circumstances, if we cannot or do not license the infringed technology on reasonable terms or substitute similar technology from another source, our revenue and earnings could be adversely impacted. Additionally, in recent years, non-practicing entities have been acquiring patents, making claims of patent infringement and attempting to extract settlements from companies in our industry. Even if we believe that such claims are without merit and successfully defend these claims, defending against such claims is time consuming and expensive and could result in the diversion of the time and attention of our management and employees.

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

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

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

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

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

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

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

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

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

If we are unable to ~~comply with the financial reporting requirements mandated by the SEC’s regulations, investors~~attract and retain qualified employees, lose key personnel, fail to integrate replacement personnel successfully, or fail to manage our employee base effectively, we may ~~lose confidence in~~be unable to develop new and enhanced products and services, effectively manage or expand our ~~financial reporting and the price of~~business, or increase our ~~common stock, if a market ever does develop for it, could decline.~~revenues.

~~If we fail to maintain effective internal controls over financial reporting,~~Our future success depends upon our ability to ~~produce timely, accurate~~recruit and ~~reliable periodic financial statements could be impaired. If~~retain our key management, technical, sales, marketing, finance, and other critical personnel. Our officers and other key personnel are employees-at-will, and 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.

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 be no assurance~~cannot assure you that we will be able to ~~obtain funds on commercially acceptable terms, if at all. We expect to have ongoing needs~~retain them as the competition for ~~working capital in~~workers with the specific skills that we require is significant. In order to ~~fund operations~~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 ~~continue~~time unfavorably affect our ability to ~~expand our operations. To that end,~~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 ~~raise additional funds through equity or debt financing. However, there can be no assurance that we will be successful in securing additional capital. If we are unsuccessful,~~treat the issuance of employee stock options and other forms of equity-based compensation as compensation expense. As a result, we may ~~need~~decide to ~~(a) initiate cost reductions; (b) forego business development opportunities; (c) seek extensions of time~~issue fewer equity-based incentives and may be impaired in our efforts to ~~fund liabilities, or (d) seek protection from creditors.~~

~~In addition, if~~attract and retain necessary personnel. If we are unable to ~~generate adequate cash from operations,~~hire and retain qualified employees, or conversely, if we ~~are unable~~fail 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,~~manage employee performance or reduce ~~or eliminate operations. These possibilities,~~staffing levels when required by market conditions, our business and operating results could be adversely affected.

Similarly to ~~the extent available,~~every work place, from time to time, key personnel in our company may ~~be on terms that~~leave, which may in turn have a negative impact and result in significant ~~dilution~~disruptions to our ~~shareholders or that~~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 ~~shareholders losing all~~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 ~~their investment~~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 ~~our Company.~~

costly litigation and distract management from day-to-day operations. If ~~we are able to raise additional capital,~~ we do not ~~know what~~successfully defend our company of such claims, we could be forced to stop selling, or redesign our products, pay monetary amounts as damages, enter into royalty or licensing arrangements, or satisfy indemnification obligations that we have with some of our customers. We cannot assure you that any royalty or licensing arrangements that we may seek in such circumstances will be available to us on commercially reasonable terms or at all.

Governmental regulations setting environmental standards influence the ~~terms~~design, components or operation of ~~any such capital raising would be.~~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, ~~any future sale~~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 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 additional equity securities could result in additional and potentially substantial dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations and liquidity. In addition, our ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties.financial results.

The recent outbreak of COVID-19 or the new coronavirus may adversely affect our business.

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

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

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

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

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

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

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

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

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 any of the following factors, some of which are beyond our control:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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 ~~have~~has a corporate ~~offices~~office located in, ~~Moshe Aviv Tower, 7 Jabotinsky Street, Ramat Gan,~~Herzliya, Israel. The ~~cost to use~~office comprises approximatley 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 adequate to meet our current ~~needs and anticipate moving our offices during the next twelve (12) months if we are able to execute our business plans.~~needs.

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 Janaury 6, 2021 whereupon mediation was ordered. The Company has been in discussion with EL to resolve this issue

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

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

~~On October 28, 2011,~~The following table sets forth, for the ~~National Securities Clearing Corporation exited positions in WHEN common stock from~~periods indicated, the ~~Continuous Net Settlement System. This prior “chill”~~high and low intraday prices of our Comon Stock 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.~~OTC Pink:

As of December 31, ~~2019,~~2020, there were approximately ~~368~~372 record holders, an unknown number of additional holders whose stock is held in “street name” and 89,789,407,996 shares of common ~~stock issued and outstanding.~~

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. As of December 31, 2019, there were 89,789,407,996 shares of Common Stock issued and outstanding, and 5,000,000 shares of preferred stock issued and outstanding.

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

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

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~~

On April 27, 2020, 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 ascompleted 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.

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),reverse triangular merger pursuant to which ~~the Company agreed to issue to the Shareholders an aggregate~~SG became a direct and wholly owned subsidiary 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 developmentWHEN and ~~following the transaction, it was planned that UCG was to become a majority~~RNA indirect wholly owned subsidiary of the Company. ~~Prior~~

WHEN IS a cybersecurity company with proprietary technologies designed to protect individuals and enterprises from cybersecurity threats. Following 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~~merger, we advanced the development of ~~other technologies~~our B2B systems as well as B2C and ~~websites that we control.~~AI-based Business Behavioral Analysis (BBA) systems. We expect to launch some of these products in 2021, subject to sufficient cash resources at hand. We believe these strategic efforts have positioned the Company for significant value creation in 2021.

~~Discussion~~Alongside these efforts, we continue to develop strategic relationships with key companies in the cybersecurity field. Our goal remains to have our technology platforms incorporated in widely distributed software and ~~Analysis~~hardware systems. We also continue to expand and improve our marketing capabilities in order to build our distribution network for the upcoming year.

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, ~~2019~~2020 AND ~~2018~~2019

Revenues for the years ended December 31, 2020 and 2019 were $98,159 and ~~2018 were $0. We are unable to predict when and if we will generate revenues.~~103,955, respectively.

~~Operating~~Research and Development Expenses. Research and development expenses consist of salaries and related expenses, consulting fees, service providers’ costs, related materials and overhead expenses. Research and development expenses increased from $263,534 for the year ended December 31, 2019 to $489,210 in 2020. The increase resulted primarily from increased in salaries and related expenses and professional fees and other development costs associated with our development activities.

~~Operating~~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 $226,537 for the year ended December 31, 2019 to $523,663 in 2020. The increase primarily attributed to the increase in salaries and related expenses and professional services.

Financing Expenses, Net. Financing expenses, net decreased from $27,810 of financing expenses, net for the year ended December 31, 2019 were ~~$152,292 compared~~$27,810 to ~~$65,593~~financing income, net of $41,921 for the year ended December 31, ~~2018.~~2020. The ~~reason for the~~ decrease is ~~due to there being an increase in~~mainly a result of currency exchange differences between the ~~activities of~~Dollar and the ~~Company and, therefore, more need for consultancy and other professional fees especially to bring the company current in its SEC reporting.~~

~~We recorded a net operating loss for 2019 of $152,292, compared to $$65,593 for 2018.~~New Israeli Shekel.

~~Our net income and net income per share was $539,692 and $0.00~~loss for the year ended December 31, ~~2018, compared~~2020 was $872,793 and is primarily attributable to ~~net loss~~research and ~~net loss per share of $152,292~~development and ~~$0.00 per share for the year ended December 31, 2019.~~general and administrative expenses.

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. At December 31, ~~2019,~~2020, and ~~2018,~~2019, we had current assets of ~~$750~~$407,213 and ~~$23,000,~~$578,921, respectively, and total assets of ~~$750~~$458,150 and ~~$23,000~~$620,180 respectively. The decrease in total assets is due to ~~an increase~~a decrease in ~~prepaid professional fees.~~related parties balance. We had current liabilities of $523,158 as compared to $104,846 as of December 31, 2020 and 2019, respectively and total liabilities of ~~$446,698~~$2,440,712 as compared to ~~$384,.156~~$1,249,491 as of December 31, ~~2019~~2020 and ~~2018,~~2019, respectively. The increase is ~~primarily due~~mainly attributed to ~~2019 operating~~the increase in the balance of employees and related institutions, accrued expenses ~~that were paid by~~and increase in loans received from a related party.

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

At December 31, 2020, we had a working capital deficiency of ~~$445,948~~$115,945 as compared with a working capital ~~deficiency~~ of ~~$361,156~~$474,075 at December 31, ~~2018.~~2019.

We expect that our existing cash and cash equivalents will enable us to fund our operations and capital expenditure requirements through October, 2021. 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 obtain~~raise additional capital ~~no assurance can be given that we~~through private or public equity offerings, the ownership interest of our existing stockholders will be ~~able to obtain this~~diluted, 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 ~~attempt~~be subject to ~~obtain funding through the use of various types of short-term funding, loans~~covenants limiting or ~~working~~restricting our ability to take specific actions, such as incurring additional debt, making capital ~~financing arrangements from banks~~expenditures or ~~financial institutions.~~declaring dividends.

The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern. We have a stockholders’ deficit of $1,982,562 and a working capital deficiency of ~~$445,948~~$115,945 at December 31, ~~2019.~~2020 as well as negative operating cash flows. These conditions raise substantial doubt about our ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

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

~~Net loss per share~~The ~~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. Basic 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.~~

~~Fair value of~~ financial ~~instruments~~ ~~The carrying values of accrued liabilities approximate their fair values due~~statements relate to ~~the short maturity of these instruments.~~going concern assumptions.

Off-Balance Sheet ArrangementsWe have not entered into any off-balance sheet arrangements during ~~2018~~2020 and do not anticipate entering into any off-balance sheet arrangements during the next 12 months.

The Company’s consolidated financial statements, together with the report of the independent registered public accounting firm thereon and the notes thereto, are presented beginning at page F-1. The Company’s consolidated balance sheet as of December 31, ~~2019~~2020 and December 31, ~~2018,~~2019, and the related consolidated statements of operations and comprehensive loss, changes ~~of deficiency~~ in stockholders’ ~~equity~~deficit 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 ~~States~~State of America and pursuant to ~~Regulation~~Regulations S-K as promulgated by the Securities and Exchange Commission and are included herein pursuant to Part II, Item 8 of this Form 10-K. The financial statements have been prepared assuming the Company will continue as a going concern.

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

~~None.~~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.

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

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, ~~2019~~2020 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, ~~2019~~2020 for the reasons discussed below:

We expect to be materially dependent upon third parties to provide us with accounting consulting services and legal services related to the preparation and filing of reports with the Commission for the foreseeable future. We believe this will be sufficient to remediate the material weaknesses related to our accounting and SEC disclosures discussed above. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the material weaknesses and significant deficiencies in our disclosure controls and procedures will not result in errors in our financial statements which could lead to a restatement of those financial statements.

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

There have been no changes in our internal control over financial reporting during the quarter ended December 31, ~~2019,~~2020, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~None.~~On December 31, 2020, Giora Rozensweig, our Chief Executive Officer, and our subsidiary SG entered into an Irrevocable License and Royalty Agreement pursuant to which Mr. Rozensweig granted to the WHEN group an irrevocable worldwide license certain technologies and the related intelelctual rights. In consideration of such license, Mr. Rozensweig is entitled to 1.5% of annual gross revenues, payable on a quarterly basis. The payments are to be made at such time as the WHEN Group’s revenues exceed on an aggregate basis $200,000.

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

Our directors are appointed for one-year terms to hold office until the next annual general meeting of the holders of our Common Stock or until removed from office in accordance with our by-laws. Our officers are appointed by our board of directors and hold office until removed by our board of directors. 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 ~~47,~~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.

Gaya Rozensweig.Mrs. Rozensweig, age ~~38,~~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 ~~55,~~56, George holds a MSc. Degree in Architecture and Construction Economics from University College London which he received in 1993. Mr. Baumoehl has a background in a real estate investment and development and brings a professional outside look into our Company. He has been the Chief Executive Officer of Spectrum Real Estate Management GmbH & Co. KG since 2006.

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

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

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

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

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

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

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

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

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

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

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

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

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common shares and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they file. Based on our review of the copies of such forms received by us, and to the best of our knowledge, all executive officers, directors and persons holding greater than 10% of our issued and outstanding stock have not filed the required reports in a timely manner during the fiscal year ended December 31, ~~2019.~~2020.

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, ~~2019,~~2020, (ii) our two most highly compensated executive officers other than our principal executive officers who were serving as executive officers at December 31, ~~2019~~2020 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, ~~20189~~2020. Compensation information is shown for the fiscal years ended December 31, ~~2019~~2020 and ~~2018:~~2019:

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

We have audited the accompanying ~~consolidated~~ balance sheets of World Health Energy ~~Holdings,~~Holding, Inc. (the “Company”) atas of December 31, ~~2019~~2020 and ~~2018, and~~2019, the related ~~consolidated~~ statements of operations and comprehensive loss, changes in ~~deficiency in~~ stockholders’ ~~equity,~~deficit and cash flows for the years in the period ended December 31, ~~2019~~2020 and ~~2018,~~2019, and the related notes (collectively referred to as the ~~consolidated financial statements)~~“financial statements”). In our opinion, the ~~consolidated~~ financial statements present fairly, in all material respects, the financial position of the Company atas of December 31, ~~2019~~2020 and ~~2018,~~2019, and the results of its operations and its cash flows for the ~~years~~year in the period ended December 31, 2020 and 2019, 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~~discussed in Note 41C to the financial statements, the Company has annot yet generated material revenues from its operations to fund its activities and is therefore dependent upon external sources for financing its operations. As of December 31, 2020, the Company has incurred accumulated deficit of ~~approximately $25.8 million~~$1,497 thousands and negative ~~working capital of approximately $0.4 million at December 31, 2019, which raises~~operating cash flows. These factor among others, as discussed in Note 1C to the financial statements raise substantial doubt about ~~its~~the Company’s ability to continue as a going concern. Management’s plans ~~in regard to~~concerning these matters are also described in Note 4.1C to the financial statements. The financial statements do not include any adjustments that might result from the outcome of’ these uncertainties. This matter is also described in the “Critical Audit Matters” section of ~~this uncertainty. Our opinion is not modified with respect to this matter.~~our report.

~~The consolidated~~These 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 audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the ~~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 audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the ~~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 audit 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 audit ~~provided~~provides a reasonable basis for our opinion.

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

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

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

The primary procedures we performed to address this critical audit matter included the following:

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

~~Consolidated Statements of Operations~~CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

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

~~Consolidated Statement of Changes in Deficiency in Stockholders’ Equity~~CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

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

~~Consolidated Statements of Cash Flows~~CONSOLIDATED STATEMENTS OF CASH FLOWS

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

World Health Energy Holdings, Inc., ~~(“the Company,”~~(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.~~Delaware. The Company has invested in and abandoned a variety of software programs that it strove to commercialize. It

UCG, INC. (the “UCG”) was incorporated on September 13, 2017, under the laws of the State of Florida. The Company wholly-owns the issued and outstanding shares of RNA Ltd. (Hereinafter: “RNA”).

RNA is ~~currently seeking~~primarily a research and development company that has been performing software design work for UCG in the ~~cyber-security arena to commercialize.~~field of cybersecurity under the terms of development agreement between UCG and RNA. UCG is primarily engaged in the marketing and distribution of cybersecurity related products.

~~(2) BASIS OF PRESENTATION AND USE OF ESTIMATES~~In anticipation of the transaction contemplated under the Merger Agreement, SG 77 Inc. a Delaware Corporation and a wholly-owned subsidiary of UCG (“SG”), was incorporated on April 16, 2020 and all of the cybersecurity rights and interests held by UCG, including the share ownership of RNA, were assigned to SG.

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

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

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

The transaction was accounted for as a reverse asset acquisition in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Under this method of accounting, SG was deemed to be the accounting acquirer for financial reporting purposes. This determination was primarily based on the facts that, immediately following the Merger: (i) SG’s stockholders owned a substantial majority of the voting rights in the combined company, (ii) SG designated a majority of the members of the initial board of directors of the combined company, and (iii) SG’s senior management holds all key positions in the senior management of the combined company. As a result of the Recapitalization Transaction, the shareholders of SG received the largest ownership interest in the Company, and SG was determined to be the “accounting acquirer” in the Recapitalization Transaction. As a result, the historical financial statements of the Company were replaced with the historical financial statements of SG. The number of shares prior to the reverse capitalization have been retroactively adjusted based on the equivalent number of shares received by the accounting acquirer in the Recapitalization Transaction.

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

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

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

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

The Group face a number of risks, including uncertainties regarding finalization of the development process, demand and market acceptance of the Group’s products, the effects of technological changes, competition and the development of products by competitors. Additionally, other risk factors also exist, such as the ability to manage growth and the effect of planned expansion of operations on the Group’s future results. In addition, the Group expects to continue incurring significant operating costs and losses in connection with the development of its products and increased marketing efforts. As mentioned above, the Group has not yet generated significant revenues from its operations to fund its activities, and therefore the continuance of its activities as a going concern depends on the receipt of additional funding from its current stockholders and investors or from third parties.

~~a) Basis of Presentation~~NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

The ~~comparative amounts presented~~financial statements were prepared in ~~these~~accordance with accounting principles generally accepted in the United States of America (US GAAP).

The consolidated financial statements are prepared in accordance with US GAAP. The consolidated financial statements of the ~~historical results of World Health Energy Holdings, Inc., inclusive of~~Company include the Company and its ~~wholly owned subsidiaries World Health Energy, Inc. (“WHEH”)~~wholly-owned and ~~FSC Solutions, Inc. (“FSC”).~~majority-owned subsidiaries. All ~~intercompany~~inter-company balances and transactions have been ~~eliminated in consolidation~~.eliminated.

The preparation of unaudited condensed consolidated 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, certain revenues and expenses, and disclosure of contingent assets and liabilities atas of the date of the financial ~~statements and the reported amounts of revenues and expenses during the reporting period.~~statements. Actual results could differ from those estimates. As applicable to these ~~estimates.~~

~~(3) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~financial statements, the most significant estimates and assumptions relate to going concern assumptions.

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

Therefore, the currency of the primary economic environment in which the operations of the Company and its subsidiaries are conducted is the US dollar.

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

~~The Company considers all~~Cash equivalents are short-term highly liquid ~~securities~~investments which include short term bank deposits (up to three months from date of deposit), that are not restricted as to withdrawals or use that are readily convertible to cash with ~~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, 2019 or 2018.~~

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

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.

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:date acquired.

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

~~c) Financial instruments~~Property, plant and ~~Fair value measurements,~~ ~~continued~~equipment, net

~~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.~~

The ~~Company uses~~Group’s long-lived assets are reviewed for impairment in accordance with Accounting Standards Codification (“ASC”) Topic 360, “Property, Plant and Equipment”, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value.

The Group accounts for income taxes in accordance with ASC Topic 740, “Income Taxes”. Accordingly, deferred income taxes are determined utilizing the asset and liability method ~~of ASC 740 to account for income taxes.Under this method, deferred income taxes are determined~~ based on the estimated future tax effects of differences between the financial accounting and the tax ~~basis~~bases of assets and liabilities ~~and their reported amounts in~~under the ~~consolidated financial statements which will result in taxable or deductible amounts in future years and~~applicable tax law. Deferred tax balances are ~~measured~~computed using the ~~currently~~ enacted tax rates ~~and laws. A valuation allowance is~~expected to be in effect when these differences reverse. Valuation allowances in respect of deferred tax assets are provided for, if necessary, to reduce ~~net~~ deferred tax assets to ~~the amount that, based on available evidence, is~~amounts more likely than not to be realized.

The ~~Company follows the provisions of ASC 740-10, Accounting~~Group accounts for ~~Uncertain Income Tax Positions. When~~uncertain 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. Inin accordance with ASC Topic 740-10, which prescribes detailed guidance for the ~~guidance~~financial statement recognition, measurement and disclosure of ~~ASC 740-10, the benefit of a~~uncertain tax ~~position is~~positions recognized in ~~the~~an enterprise’s 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. Taxstatements. According to ASC Topic 740-10, tax positions ~~taken are not offset or aggregated with other positions. Tax positions that~~must meet ~~the~~a more-likely-than-not recognition ~~threshold are measured as the largest amount of tax benefit that~~threshold. The Company’s accounting policy 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 associatedto classify interest and penalties ~~that would be payable~~relating to ~~the taxing authorities upon examination.~~

~~As of December 31, 2019, the~~uncertain tax ~~years 2018, 2017 and 2016 for~~positions under income taxes, however the Company ~~remain open for IRS audit. The Company has received no notice of audit or~~did not recognize such items in its fiscal 2020 and 2019 financial statements and did not recognize any ~~notifications from the IRS for any of the open~~liability with respect to an unrecognized tax ~~years.~~position in its balance sheets.

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

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

Basic loss per share excludes dilution and is computed by dividing the loss attributable to stockholders by the weighted-average number of shares outstanding for the period. Diluted 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 loss perordinary share is computed by dividing the loss ~~available~~for the period applicable to ~~stockholders~~ordinary shareholders, by the weighted average number of shares of common stock outstanding ~~for~~during the ~~period and dilutive~~period. Securities that may participate in dividends with the shares of common stock (such as the convertible preferred) are considered in the computation of basic loss per share under the two-class method. However, in periods of net loss, only the convertible preferred shares are considered, since such shares have a contractual obligation to share in the losses of the Company.

In computing diluted loss per share, basic loss per share is adjusted to reflect the potential dilution that could occur upon the exercise of potential shares. Accordingly, in periods of net loss, no potential shares ~~outstanding unless consideration~~are considered.

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

The Company records accruals for loss contingencies arising from claims, litigation and other sources when it is probable that a liability has been incurred and the amount can be reasonably estimated. These accruals are adjusted periodically as assessments change or additional information becomes available. Legal costs incurred in ~~anti-dilution. There were~~connection with loss contingencies are expensed as incurred.

In June 2016, the Financial Accounting Standards Board (FASB) issued an ASU that supersedes the existing impairment model for most financial assets to a current expected credit loss model. The new guidance requires an entity to recognize an impairment allowance equal to its current estimate of all contractual cash flows the entity does not expect to collect. The Company adopted this guidance effective January 1, 2020, with no ~~common stock equivalents for the years ended December 31, 2019 or 2018.~~material impact on its consolidated financial statements

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

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

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

In August 2018, the FASB issued ASU ~~2016-02, “Leases” which,~~No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure

Framework — Changes to the Disclosure Requirements for ~~operating leases, requires a lessee to recognize a right-of-use asset and a lease liability, initially measured at the present value~~Fair Value Measurement” (“ASU No. 2018-13”) as part of the ~~lease payments, in its balance sheet. The standard also requires a lessee~~FASB’s broader disclosure framework project. ASU No. 2018-13 removes, modifies and adds certain disclosures, providing greater focus on requirements that clearly communicate the most important information to ~~recognize a single lease cost, calculated so that~~ the ~~cost~~users of the ~~lease~~financial statements with respect to fair value measurements. The adoption of ASU No. 2018-13 as of January 1, 2020 did not have a material impact on the Company’s consolidated financial statements.

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

In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity s Own Equity. ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a ~~generally straight-line basis. The~~derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU is2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective for public companies for fiscal years beginning after December 15, ~~2018,~~2023, including interim periods within those fiscal years. Early adoption is ~~permitted.~~permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company ~~believes~~is currently evaluating the impact that the adoption of ASU ~~2016-02~~2020-06 will have ~~no effect~~on the Company’s consolidated financial statement presentation or disclosures.

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

~~Our consolidated financial statements~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A hearing was set for January 6, 2021 whereupon mediation was ordered. The Company has been ~~prepared on a going concern basis, which contemplates~~in discussion with EL to resolve this issue

Description of the ~~realization of assets and~~rights attached to the ~~settlement of liabilities and commitments~~Shares in the normal course of business. The Company sustained net loss of approximately $152,000 for the year ended December 31, 2019 and has an accumulated deficit of approximately $25,800,000 and a negative working capital of approximately $446,000 at December 31, 2019. These conditions raise substantial doubt about our ability to continue as a going concern.Company:

The Company has authorized 110,000,000 shares of Common Stock. As of December 31, 2020 there were 89,789,407,996 shares of Common Stock issued and outstanding.

Each share of common stock entitles the holder to ~~successfully develop operations and revenues could harm our profitability and materially adversely affect our financial condition and results~~one vote, either in person or by proxy, at meetings of ~~operations. We face~~stockholders. The holders are not permitted to vote their shares cumulatively. Accordingly, the stockholders of the Company’s common stock who hold, in the aggregate, more than fifty percent of the total voting rights can elect all of the ~~risks inherent~~directors and, in such event, the holders of the remaining minority shares will not be able to elect any of such directors. The vote of the holders of a ~~new business, including~~majority of the ~~need for significant additional capital, management=s potential underestimation~~issued and outstanding shares of ~~initial and ongoing costs, and potential delays and other problems in connection with establishing our planned operations.~~common stock entitled to vote thereon is sufficient to authorize, affirm, ratify or consent to such act or action, except as otherwise provided by law.

~~We are continuing our plan~~On September 10, 2020, the holders of a majority of the Company’s voting stock approved an increase in the number of the authorized shares of the Company’s common stock to ~~further grow and expand restaurant operations and seek sources~~750,000,000,000 shares. As of ~~capital to pay our contractual obligations as they come due. Management believes that its current operating strategy will provide~~December 31, 2020, 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~~increase in authorized common stock was not ~~include any adjustments that might be necessary if we are unable to continue as a going concern.~~yet effective.

The ~~independent auditors= report~~Company has authorized 10,000,000 Series A Preferred Stock $0.0007 par value per share (the “Preferred Stock Series A”). As of December 31, 2020, there are 5,000,000 shares of Preferred Stock Series A outstanding.

The Preferred Stock Series A have the right to vote with the Common Stock on ~~our consolidated financial statements~~all matters. Each share of Preferred Stock Series A has 10,000 votes per share. Each of George Baumoehl and Gaya Rozensweig, the directors of the Company, hold 2,500,000 shares of the Preferred Stock Series A.

The Company has authorized 3,870,000 Series B Convertible Preferred Stock $0.0007 par value per share (the “Preferred Stock Series B”). As of December 31, 2020, there are 3,870,000 shares of Preferred Stock Series B outstanding.

The Preferred Stock Series B are held by UCG, the principal shareholders of the Company. The principals shareholders of of UCG are George Baumoehl and Gaya Rozensweig, the directors of the Company

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

Income of the Israeli company is taxable from 2018 and onwards, at corporate tax rate of 23%.

The Company and its Israeli Subsidiary has not received final tax assessments since its inception.

As of December 31, 2020, the Company and its Israeli Subsidiary has carryforward losses for tax purposes of approximately $9 million and $1.2 million, respectively, which can be offset against future taxable income, if any.

Basic loss per share is computed by dividing net loss by the weighted average number of shares outstanding during the year. The weighted average number of shares of Common Stock used in computing basic and diluted loss per ordinary share for the years ended December 31, 2020 and 2019, ~~contained an explanatory paragraph expressing substantial doubt~~are as ~~to our ability to continue as a going concern.~~follows:

Certain stockholders and officers paid expenses of the Company and were reimbursed funds during the year. The net amount due to related parties was $283,541 and $266,608 at December 31, 2019 and 2018, respectively.

During 2014, the Company entered into a convertible note payable with a third party for $21,474. The note was non-interest bearing and was 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. 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.

At December 31, 2019 and 2018, 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, 2019 and 2018, the Company has 10,000,000 shares of par value $0.0007 preferred stock and 5,000,000 and 2,500,000 shares issued and outstanding.NOTE 12 – RELATED PARTIES (continue)

During 2019, as part of the settlement with prior management the 2,500,000 shares of preferred stock were cancelled. Subsequently, 5,000,000 shares of preferred stock were issued for a receivable of $3,500.

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 21% 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 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 $33,740 in 2019 and a reduction of $114,874 in 2018.

~~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,:~~

~~F-10~~

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


	F.	Giora Rozensweig and our subsidiary SG entered into an Irrevocable License and Royalty Agreement as of December 31, 2020 pursuant to which Mr. Rozensweig granted to SG an irrevocable worldwide license to certain technologies and the related intelelctual rights. In consideration of such license, Mr. Rozensweig is entitled to 1.5% of annual gross revenues, payable on a quarterly basis and only at such time as the aggregate gross revenues exceed $200,000.

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, 2019 and 2018, 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.

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, 2019, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations.

On January 27, 2020, the Company entered into a definitive agreement to acquire RNA, Ltd, (“RNA”) an Israeli company. This acquisition has not yet closed. RNA is owned by the controlling shareholders of the Company.

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


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

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


Cautionary Note Regarding Forward-Looking Statements		3

Part I
Item 1.	Business	4
Item 1A.	Risk Factors	610
Item 1B.	Unresolved Staff Comments	1123
Item 2.	Properties	1123
Item 3.	Legal Proceedings	1124
Item 4.	Mine Safety Disclosures	1124
		24
Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1224
Item 6.	Selected Financial Data	1225
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1225
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	1528
Item 8.	Financial Statements and Supplementary Data	1528
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	1628
Item 9A.	Controls and Procedures	1629
Item 9B.	Other Information	1630

Part III
Item 10.	Directors, Executive Officers and Corporate Governance	1730
Item 11.	Executive Compensation	1933
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	2034
Item 13.	Certain Relationships and Related Transactions, and Director Independence	2136
Item 14.	Principal Accountant Fees and Services	2136

Part IV
Item 15.	Exhibits and Financial Statement Schedules	2237
Item 16.	Form 10-K Summary	2237
Signatures		2338

	●	Prevent trade secret and data leakage

	●	Protect against hackers

	●	Minimize loss of productivity

	●	Detect embezzlements and thefts

	●	Defend employees from harassments

	●	Prevent talent and client poaching

	●	Avoid human errors

	●	Develop a new level of decision-making ability based on accurate and real-time data.

	●	Assist parents and legal guardians in monitoring their minor children’s’ cyber online activities.

	●	~~variations in~~Complexity, time and costs associated with the integration of acquired business operations, workforce, products and technologies into our ~~quarterly operating results,~~
	●	~~changes in general economic conditions,~~
	●	~~changes in market valuations of similar companies,~~
	●	~~announcements by us or our competitors of significant acquisitions, strategic partnerships or joint ventures, or capital commitments,~~
	●	~~poor reviews;~~
	●	~~loss of a major customer, partner or joint venture participant;~~existing business, sales force, employee base, product lines, and
	●	~~the addition or loss of key managerial and collaborative personnel.~~

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

	●	~~that a broker or dealer approve a person’s account for transactions in penny stocks, and~~
	●	~~the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.~~

		~~In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:~~ technology.

	●	~~obtain financial information~~Management distraction from our existing business and ~~investment experience objectives of the person, and~~other business opportunities.

	●	~~make a reasonable determination that~~Employee termination could occur and thus inducing costs associated with the ~~transactions~~termination of those employees.

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

	●	Increased expenses and working capital requirements.

	●	Dilution of existing stockholders’ shares.

	●	Increased costs and efforts in ~~penny stocks are suitable for that person and~~connection with compliance with Section 404 of the ~~person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.~~Sarbanes-Oxley Act.

	●	~~sets forth~~Managing the ~~basis on~~length of the development cycle for new product enhancements, which ~~the broker or dealer made the suitability determination and~~could be longer than originally anticipated.

	●	~~that the broker or dealer received a signed, written agreement from the investor prior~~Adapting our products to the ~~transaction.~~endlessly evolving industry standards and to our competitors’ technological developments.

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

	●	Incorporating acquired products and technologies.

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

	●	Developing or expanding efficient sales channels.

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

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


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

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

	●	Longer payment cycles due to sales in foreign countries.

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

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

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

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

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

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

	●	Variations in our quarterly operating results;

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

	●	General economic slowdowns;

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

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

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

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

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

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

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


	●	Acquiring or losing a significant customer.

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

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

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

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

	Year ended
	December 31
	2020			2019

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

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

	2.	We ~~did~~do not ~~maintain effective controls over certain aspects of~~have a full time Chief Financial Officer that can oversee day to day operations and the financial reporting process because we (i) lacked a sufficient complement of personnel with a level of accounting expertise and an adequate supervisory review structure that is commensurate with our financial reporting requirements and (ii) we lacked controls over the disclosure of our business operations.function.
	●	~~Significant Deficiencies – Inadequate segregation of duties.~~
	3.	We do not have an independent audit committee that can provide management oversight.

Name	Age	Position(s) with Company

Giora Rozensweig	4849	Interim Chief Executive Officer
Gaya Rozensweig	3940	Director
George Baumoehl	5556	Director

Name and Principal Position	Year		Salary		Bonus		Stock Awards		Stock Awards		Non-Equity Incentive Plan Compensation		Non-Qualified Deferred Compensation Earnings		All Other Compensation		Total
Giora Rozensweig		2020		93,255		-		-		-		-		-		-		93,255
		2019		46,365		-		-		-		-		-		-		46,365
Gaya Rozensweig		2020		74,524		-		-		-		-		-		-		74,524
		2019		44,498		-		-		-		-		-		-		44,498

~~Name and Principal Position~~	~~Year~~	~~Salary~~		~~Bonus~~		~~Stock Awards~~		~~Stock Awards~~		~~Non-Equity Incentive Plan Compensation~~		~~Non-Qualified Deferred Compensation Earnings~~		~~All Other Compensation~~		~~Total~~		33
~~Giora Rozensweig (1)~~	~~2019~~		—		—		—		—		—		—		—		—
~~Uril Tadelis (2)~~	~~2018~~		—		—		—		—		—		—		—		—

	●	~~each person who is known by us to be the beneficial owner of more than 5% of the Company’s outstanding common stock;~~

	●	~~each director;~~

	●	~~each executive officer; and~~

	●	~~all executive officers and directors as a group.~~

Name of Beneficial Owner	COMMON STOCK			% of class (Common Stock) (1)			SERIES A PREFERRED STOCK (5)		% of class (Series A Preferred)			SERIES B PREFERRED STOCK		% of class (Series B Preferred)
Officers and Directors
Giora Rozensweig, Interim Chief Executive Officer		—	(2)		—			—		—			—		—
Gaya Rozensweig, Director		28,621,107,648	(3)		6.0	%		2,500,000		50	%		—		—
George Baumeohl. Director		17,683,333,334	(3)		3.71	%		2,500,000		50	%		—		—

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

Name and Address of Beneficial Owner	Common Stock Amount and Nature of Beneficial Ownership		Percent of Class⁽¹⁾
Giora Rozensweig, Interim Chief Executive⁽²⁾		28,621,107,648		31.88	%
George Baumoehl, Director		17,683,333,334		19.69	%
Gaya Rozensweig, Director⁽²⁾		28,621,107,648		31.88	%
Total Held by Officers and Directors of Each Class (2 persons):		46,304,440,982		51.57	%

Five Percent Shareholders
Eli Gal Levy⁽³⁾		19,033,333,333		21.16	%

	2019		2018		2020		2019
Audit Fees	$	15,500	$	15,000	$	27,500	$	15,500
Audit-Related Fees		—		—		—		—
Tax Fees		—		—		—		—
All Other Fees		—		—		—		—
Total		15,500		15,000		27,500		15,000

(a)	1.	Financial Statements

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

		2.	Financial Statement Schedules

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

		3.	Exhibits

Exhibit ~~Number~~No		Description
2.1		Agreement and Plan of ~~Exhibit~~Merger (the “Merger Agreement”) among World Health Energy Holding, Inc., R2GA, Inc., a Delaware corporation and a wholly owned subsidiary of the Company, UCG, Inc., a Florida corporation, SG 77 Inc., a Delaware corporation and wholly-owned subsidiary of Seller, and RNA Ltd., an Israeli company and a wholly owned subsidiary of SG. (incorporated from the Current Report on Form 8-K filed on April 30, 2020)

3.1		Articles of Incorporation, as amended (incorporated from Form 10Sb filed on July 23, 1999)

3.2		Amended and Restated Bylaws (incorporated from Form 10Sb filed on July 23, 1999)

10.1		Personal Employment Agreement with Giora Rozensweig (incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 filed on November 23, 2020)

10.2		Personal Employment Agreement with Gaya Rozensweig (incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 filed on November 23, 2020)

10.3		Setoff Agreement dated as of December 31, 2020 among World Health Energy Holding, Inc., SG 77 Inc., RNA Ltd., Giora Rozensweig, Gaya Rozensweig and George Baumoehl*

10.4		Irrevocable License and Royalty Agreement dated as of December 31, 2020 between Giora Rozensweig and SG 77 Inc.*

21.1		Subsidiaries of the Registrant.Registrant

~~31.1~~31		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer (and principal ~~financial~~ and accounting officer).*

~~32.1~~32		Section 1350 Certification of Chief Executive Officer and Chief Financial Officer.*

WORLD HEALTH ENERGY HOLDINGS, INC.
(Registrant)


By:	/s/ Giora Rozensweig
	Giora Rozensweig
	~~Giora Rozensweig~~ Interim Chief Executive Officer ~~(Principal executive officer and principal financial and accounting officer~~

Date:	April ~~14, 2020~~15, 2021

Signature	Title	Date

/s/ Gaya Rozensweig	Director	April ~~14, 2020~~15, 2021
Gaya Rozensweig

/s/ George Baumoehl	Director	April ~~14, 2020~~15, 2021
George Baumoehl

	Page

~~Report of Independent Registered Public Accounting Firm~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-2

~~Consolidated Balance Sheets~~	~~F-3~~
CONSOLIDATED FINANCIAL STATEMENTS:
Consolidated Balance Sheets as of December 31, 2020 and December 31, 2019	F-4
Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2020 and 2019	~~F-4~~

~~Consolidated Statements of Changes of Deficiency in Stockholders’ Equity~~	F-5
Statements of Changes in Shareholders’ deficit for the years ended December 31, 2020 and 2019	F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2020 and 2019	~~F-6~~F-7

Notes to Consolidated Financial Statements	~~F-7~~F-8 – F-20

	■	Assessing the reasonableness of key assumptions underlying management’s forecast operating cash flows, including revenue growth and gross margin assumptions and evaluating the reasonableness of management’s forecast operating cash flows

	■	Evaluating the probability that the Company will be able to reduce other operating expenditures if required
~~We have served as the Company’s auditor since 2019.~~
	■	Assessing management’s plans in the context of other audit evidence obtained during the audit to determine whether it supported or contradicted the conclusions reached by management
~~Fort Lauderdale, Florida~~
~~April 13, 2020~~	■	Assessing the effect of events and agreement signed after balance sheet date.

	2019			2018
ASSETS
CURRENT ASSETS
Deposits and prepaid expenses	$	750		$	23,000

Total current assets		750			23,000

Total Assets	$	750		$	23,000

LIABILITIES AND DEFICIENCY IN STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	163,157		$	117,548
Due to related parties		283,541			266,608

Total current liabilities		446,698			384,156

Commitments and Contingencies (note 12)

DEFICIENCY IN STOCKHOLDERS’ EQUITY
Preferred stock, par $0.0007, 10,000,000 shares authorized, 5,000,000 and 2,500,000 shares issued and outstanding, respectively		3,500			1,750
Common stock, par $0.0007, 110,000,000,000 shares authorized, 89,789,407,996 shares issued and outstanding at December 31, 2019 and 2018, respectively		62,852,585			62,852,585
Additional paid-in capital		(37,500,759	)		(37,566,509	)
Accumulated deficit		(25,801,274	)		(25,648,982	)

Total deficiency in stockholders’ equity		(445,948	)		(361,156	)

Total Liabilities and Deficiency in Stockholders’ Equity	$	750		$	23,000

	December 31, 2020			December 31, 2019
Assets
Current Assets
Cash and cash equivalents		359,949			359,461
Accounts receivable, net		5,086			6,448
Other current assets (Note 3)		42,178			213,012
Total Current assets		407,213			578,921

Right Of Use asset arising from operating lease		-			24,034
Long term loans and prepaid expenses (Note 6)		24,883			-
Property and Equipment, Net (Note 4)		26,054			17,225

Total assets		458,150			620,180

Liabilities and Shareholders’ Deficit
Current Liabilities
Accounts payable		26,284			31,369
Other account liabilities (Note 5)		496,874			73,477
Total current liabilities		523,158			104,846

Liability for employee rights upon retirement		104,850			41,846
Long term loan from parent company		1,812,704			1,102,799
Total liabilities		2,440,712			1,249,491

Stockholders’ Deficit
Preferred stock, par $0.0007, 10,000,000 shares authorized, 5,000,000 shares issued and outstanding as of December 31, 2020.		3,500			-
Series B Convertible Preferred stock, par $0.0007, 3,870,000 shares authorized, 3,870,000 and 0 shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively		2,709			2,709
Common stock, par $0.0007, 110,000,000,000 shares authorized, 89,789,407,996 and 0 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively.		62,852,585			-
Additional paid-in capital		(63,339,224	)		(2,681	)
Foreign currency translation adjustments		(5,495	)		(5,495	)
Accumulated deficit		(1,496,637	)		(623,844	)
Total stockholders’ deficit		(1,982,562	)		(629,311	)
Total liabilities and stockholders’ deficit		458,150			620,180

	2019			2018

OPERATING EXPENSES:
General and administrative expenses	$	42,988		$	44,758
Professional fees		109,304			20,243

Total expenses		152,292			65,001

Loss from operations		(152,292	)		(65,001	)

Other income and expense
Gain on settlement of related party debt		-			604,693

Total other income and expense		-			604,693

Net (loss) income before income taxes		(152,292	)		539,692
Income taxes		-			-

Net (loss) income	$	(152,292	)	$	539,692

Loss per weighted average common share	$	0.0000		$	0.0000

Number of weighted average common shares outstanding - Basic and Diluted		89,789,407,996			89,789,407,996

	Year ended December 31
	2020			2019

Revenues		98,159			103,955

Research and development expenses (Note 8)		(489,210	)		(263,534	)
General and administrative expenses (Note 9)		(523,663	)		(226,537	)
Operating loss		(914,714	)		(386,116	)
Financing income (expenses), net		41,921			(27,810	)
Net loss		(872,793	)		(413,926	)

Other comprehensive loss - Foreign currency loss		-			(11,585	)
Comprehensive loss		(872,793	)		(425,511	)

Loss per common stock (basic and diluted)		(0.00	)		(0.00	)

	Preferred Stock Number of Shares			Preferred Stock Par Value			Common Stock Number of Shares		Common Stock Par Value		Additional Paid-in Capital			Accumulated Deficit			Deficiency in Stockholders’ Equity

BALANCE, January 1, 2018		2,500,000		$	1,750			89,789,407,996	$	62,852,585	$	(37,566,509	)	$	(26,188,082	)	$	(900,256	)

Net income		-			-			-		-		-			539,100			539,100

BALANCE, December 31, 2018		2,500,000			1,750			89,789,407,996		62,852,585		(37,566,509	)		(25,648,982	)		(361,156	)

Cancellation of preferred shares		(2,500,000	)		(1,750	)		-		-		65,750			-			64,000
Issuance of preferred shares		5,000,000			3,500			-		-		-			-			3,500
Net loss		-			-			-		-		-			(152,292	)		(152,292	)

BALANCE, December 31, 2019		5,000,000		$	3,500			89,789,407,996	$	62,852,585	$	(37,500,759	)	$	(25,801,274	)	$	(445,948	)