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

WORLD HEALTH ENERGY HOLDINGS, INC. 

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

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

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

WORLD HEALTH ENERGY HOLDINGS, INC. 

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

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

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

WORLD HEALTH ENERGY HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollars)

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

WORLD HEALTH ENERGY HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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

NOTE 1 - GENERAL

World Health Energy Holdings, Inc., (the “Company” or “WHEN”), was formed on May 21, 1986, under the laws of the State of Delaware. The Company has invested in and abandoned a variety of software programs that it strove to commercialize.

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

RNA is primarily a research and development company that has been performing software design work for UCG in the field of cybersecurity under the terms of development agreement between UCG and RNA. UCG is primarily engaged in the marketing and distribution of cybersecurity related products.

In anticipation of the transaction contemplated under the 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 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 750,000,000,000 shares. As of September 30, 2020, the increase in authorized common stock was not yet effective.

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”.

WORLD HEALTH ENERGY HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED BALANCE SHEETSFINANCIAL STATEMENTS (unaudited)

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

NOTE 1 – GENERAL (continue)

See Accompanying NotesThe 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 Condensed Consolidated Financial Statementsbe 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 September 30, 2020, the Group had $94,150 of cash and cash equivalents, net losses of $496,223, accumulated deficit of $1,120,067, and a negative working capital of $38,809.

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.

WORLD HEALTH ENERGY HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

See Accompanying Notes to Condensed Consolidated Financial Statements.

WORLD HEALTH ENERGY HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

See Accompanying Notes to Condensed Consolidated Financial Statements.

WORLD HEALTH ENERGY HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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

(1) Nature of Business

The Condensed Consolidated Financial Statements includeGroup face a number of risks, including uncertainties regarding finalization of the accountsdevelopment process, demand and market acceptance of World Health Energy Holdings, Inc. (“WHEH”)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 wholly owned subsidiaries, World Health Energy, Inc. (“WHE”)products and FSC Solutions, Inc. (FSC), an online software solutions trading company.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.

WHE’s corporate offices are located in Aventura, Florida. WHEH is a holding company which owns algae tech and software companies/businesses the company does not have revenues yet but is planning on launching at least one product in the 3rd quarter. The Company is looking and needs to raise capital for its going concerns until it produces revenues.NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

WHE is planning to spinoff its businesses into subsidiary public companies.Unaudited Interim Financial Statements

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and withinclude the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of managementaccounts of the Company the accompanying unaudited condensed consolidated financial statements contain all the adjustments (which are of a normal recurring nature) necessary for a fair presentation. Operating results for the nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. For further information, refer to the financial statements and the footnotes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the Securities and Exchange Commission.

(2) Basis of Presentation and Consolidation

The Condensed Consolidated Financial Statements have beenits subsidiary, prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) onand with the accrual basisinstructions to Form 10-Q. In the opinion of accounting. All significant intercompany accounts and transactions have been eliminated in consolidation. The interimmanagement, the financial statements reflectpresented herein have not been audited by an independent registered public accounting firm but include all material adjustments (consisting of normal and recurring adjustments,adjustments) which are, in the opinion of management, necessary in order to makefor a fair statement of the financial statementscondition, results of operations and cash flows for the nine-months ended September 30, 2020. However, these results are not misleading.

(3) Significant Accounting Policies

 a) Usenecessarily indicative of Estimates

results for any other interim period or for the year ended December 31, 2020. The preparation of financial statements in conformity with GAAP requires the Company to make certain estimates and assumptions for the reporting periods covered by the financial statements. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses. Actual amounts could differ from these estimates.

Certain information and footnote disclosures normally included in financial statements in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the U.S. Securities and Exchange Commission (“SEC”). These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report published on the OTCIQ, for the year ended December 31, 2019.

GAAPPrinciples of Consolidation

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

Use of Estimates

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 materially from those estimates. As applicable to these financial statements, the most significant estimates and assumptions relate to going concern assumptions.

WORLD HEALTH ENERGY HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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

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

Recent Accounting Pronouncements

b) Loss per shareIn June 2016, FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. In November 2018, FASB issued ASU No. 2018-19, “Codification Improvements to Topic 326, Financial Instruments-Credit Losses”, which amends the scope and transition requirements of ASU 2016-13. Topic 326 requires a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amount. Topic 326 will originally become effective for the Company beginning January 1, 2020, with early adoption permitted, on a modified retrospective approach. As a smaller reporting company, the effective date for the Company has been delayed until fiscal years beginning after December 15, 2022, in accordance with ASU 2019-10, although early adoption is still permitted. This standard is not expected to have a material impact to the Company’s consolidated financial statements after evaluation.

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 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 Company’s consolidated financial statements after evaluation.

The Company has adopted Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 260-10-50, Earnings Per Share, which provides for calculation of "basic"implemented all new accounting pronouncements that are in effect 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 share in the earnings of an entity. Basicimpact its consolidated financial statements and diluted losses per share were the same at the reporting dates asdoes not believe that there were no common stock equivalents outstanding at September 30, 2017 or 2016.

c) Cash and Cash Equivalents

The Company considers all highly-liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents at September 30, 2017 or December 31, 2016.

d) Property & Equipment and Depreciation

Property and equipment is stated at cost and was depreciated using the straight line method over the estimated useful lives of the respective assets of three years. Routine maintenance, repairs and replacement costs are expensed as incurred and improvements that extend the useful life of the assets are capitalized. When office equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is recognized in operations. At September 30, 2017 and December 31, 2016 property and equipment, valued at $4,353, was fully depreciated.

e) Revenue Recognition

The Company plans to recognize revenue on arrangements in accordance with Securities and Exchange Commission Staff Accounting Bulletin Topic 13, Revenue Recognition and FASB ASC 605-15-25, Revenue Recognition. In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability is reasonably assured.

f) Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Additionally, the recognition of future tax benefits, such as net operating loss carryforwards, is required to the extent that realization of such benefits is more likely than not. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the assets and liabilities are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income tax expense in the period that includes the enactment date.

In the event the future tax consequences of differences between the financial reporting bases and the tax bases of the Company’s assets and liabilities result in deferred tax assets, an evaluation of the probability of being able to realize the future benefits indicated by such asset is required. A valuation allowance is provided for the portion of the deferred tax asset when it is more likely than not that some or all of the deferred tax asset will not be realized. In assessing the realizability of the deferred tax assets, management considers the scheduled reversals of deferred tax liabilities, projected future taxable income, and tax planning strategies.

The Company’s income tax returns are subject to examination by tax authorities. Generally, the statute of limitations related to the Company’s federal and state income tax return isthree years from the date of filing. The state impact of any federal changes for prior years remains subject to examination for a period up to five years after formal notification to the states.

Management has evaluated tax positions in accordance with FASB ASC 740, Income Taxes, and has not identified any significant tax positions, other than those disclosed.

g) Recently Issued Accounting Pronouncements

The Company reviewed all recentnew accounting pronouncements that have been issued, by the Financial Accounting Standards Board (including its Emerging Issues Task Force), the AICPA and the SEC and they did not orbut are not believed by management toyet effective, that might have a material impact on the Company’s present or futureconsolidated financial statements.statements of the Company.

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 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 Company’s consolidated financial statements after evaluation.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. This standard will require entities to disclose the amount of total gains or losses for the period recognized in other comprehensive income that is attributable to fair value changes in assets and liabilities held as of the balance sheet date and categorized within Level 3 of the fair value hierarchy. This ASU will be effective for the Company for annual and interim periods beginning after December 31, 2020. Early adoption of this standard is permitted. We have not yet determined the impact of the adoption of this ASU on our results of operations, financial position and cash flows.

WORLD HEALTH ENERGY HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(4U.S. dollars except share and per share data)

) Going ConcernNOTE 3 – RELATED PARTIES

The accompanying Condensed Consolidated Financial Statements have been prepared assuming that the Company will continue as a going concern. The Company’s financial positionA. Transactions and operating results raise substantial doubt about the Company’s ability to continue as a going concern, as reflected by the net losses of $26,165,227 accumulated through September 30, 2017. The Condensed Consolidated Financial Statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management is presently seeking to raise permanent equity capital in the capital markets to eliminate negative working capital and provide working capital. Failure to raise equity capital or secure some other form of long-term debt arrangement will cause the Company to further increase its negative working capital deficit and could result in the Company having to curtail or cease operations. Additionally, even if the Company does raise sufficient capital to support its operating expenses and generate revenues, there can be no assurances that the revenue will be sufficient to enable it to develop business to a level where it will generate profits and cash flows from operations.balances with related parties

(

5) Income TaxesB. Balances with related parties and officers:

The items accounting for the difference between income taxes computed at the federal statutory rate and the provision for income taxes for the ninemonths ended September 30, 2017 and 2016 are as follows:

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

At September 30, 2017 and December 31, 2016, the Company’s only significant deferred income tax asset was a cumulative net tax operating loss of approximately $23 million that is available to offset future taxable income, if any, in future periods, subject to expiration and other limitations imposed by the Internal Revenue Service.  Management has considered the Company's operating losses incurred to date and believes that a full valuation allowance against the deferred tax assets is required at September 30, 2017 and December 31. 2016. The net operating losses began to expire in 2006 and generally are available for 20 years from the date incurred.NOTE 4 – SUBSEQUENT EVENTS

(6) Related Parties

At September 30, 2017On October 21, 2020, RNA Ltd., the Company’s subsidiary, and December 31, 2016,Giora Rozensweig, the Company had $120,000 and $59,157, respectively, included in Due to affiliates in the accompanying condensed consolidated balance sheets that is due to a stockholder for amounts paid to certain vendors for services rendered. The amounts are non-interest bearing and due upon demand.

At September 30, 2017 and December 31, 2016, the Company had $364,481 and $280,336, respectively, included in Due to affiliates in the accompanying condensed consolidated balance sheets that is due to a stockholder and consultant of the Company for services rendered as a business advisor and for amounts paid to certain vendors for services rendered.The amounts are non-interest bearing and due upon demand.

At September 30, 2017 and December 31, 2016, the Company had $64,000 included in Due to affiliates in the accompanying condensed consolidated balance sheets that is due to a stockholder and consultant of the Company for services rendered as the previousCompany’s interim Chief Executive Officer, entered into an employment agreement providing for the employment (the “Giora Employment Agreement”) of Mr. Giora Rozensweig as RNA’s Chief Executive Officer, with retroactive application to July 1, 2020. Under the Giora Employment Agreement, Mr. Rozensweig is paid an annual salary of the Company.current New Israeli Shekel equivalent of $124,080, payable monthly. Under the Giora Rozensweig Employment Agreement he also receives the following: (i) Manager’s Insurance under Israeli law for the benefit of Mr. Rosenzweig pursuant to which RNA contributes amounts equal to (a) 8-1/3 percent (and Mr. Rosenzweig contributes an additional 5%) of each monthly salary payment, and (b) 6.5 % of Mr. Rosenzweig’s salary (with Mr. Rosenzweig contributing an additional 6%) to a pension fund, a form of deferred compensation program established under Israeli law. The amounts are non-interest bearing and due upon demand.Giora Employment Agreement also contains certain provisions for termination by RNA, which may result in a severance payment equal to twenty four months of base salary then in effect.

At September 30, 2017On October 21, 2020, RNA Ltd., the Company’s subsidiary, and December 31, 2016,Gaya Rozensweig entered into an employment agreement providing for the Company had $0employment (the “Gaya Employment Agreement”) of Ms. Gaya Rozensweig as RNA’s controller, with retroactive application to July 1, 2020. Under the Gaya Employment Agreement, Ms. Rozensweig is paid an annual salary of the current New Israeli Shekel equivalent of $86,880, payable monthly. Under the Rosenzweig Employment Agreement, she also receives the following: (i) Manager’s Insurance under Israeli law for the benefit of Ms. Rosenzweig pursuant to which RNA contributes amounts equal to (a) 8-1/3 percent (and Ms. Rosenzweig contributes an additional 5%) of each monthly salary payment, and $117,598, respectively, included in Due to affiliates in the accompanying condensed consolidated balance sheets that is due(b) 6.5% of Ms. Rosenzweig’s salary (with Ms. Rosenzweig contributing an additional 6%) to a stockholderpension fund, a form of deferred compensation program established under Israeli law. The Gaya Employment Agreement also contains certain provisions for amounts paidtermination by RNA, which may result in a severance payment equal to certain vendors for services rendered. The amount is non-interest bearing and due upon demand.

At September 30, 2017 and December 31, 2016, the Company had $76,263 and $48,491, respectively, includedtwenty four months of base salary then in Due to affiliates in the accompanying condensed consolidated balance sheets that is due to a stockholder and consultant of the Company for amounts paid to certain vendors for services rendered. The amounts are non-interest bearing and due upon demand.effect.

At September 30, 2017 and December 31, 2016, the Company had $155,485 included in Due to affiliates in the accompanying condensed consolidated balance sheets that is due to creditors of FSC, a business acquired by the Company during 2015. The amounts are non-interest bearing and due upon demand.

(7) Convertible Note Payable

During 2015, the Company issued a convertible note payable with a third party for $21,474. The note is non-interest bearing and is convertible to common stock at $0.0001 per share (or the comparable rate following any share split or reverse split) on the conversion date. During 2015 the note holder became the CEO and is now a related party. The note is due to be converted in the final Quarter of 2017.

(8) Commitments & Contingencies

During the normal course of business, the Company may be exposed to litigation. In the event the Company were to become aware of potential litigation, it would evaluate the merits of the case in accordance with ASC 450-20-50, Contingencies. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. At September 30, 2017, the Company is not aware of any contingent liabilities that should be reflected in the accompanying Condensed Consolidated Financial Statements.

ITEM 2. MANAGEMENT'S

ITEM 2.

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

The following discussion should be read in conjunction with the audited financial statements and notes thereto of our wholly-owned subsidiary UCG Inc. for the years ended December 31, 2019 and 2018 included in our Current Report on Form 8-K field on April 30, 2020, as amended by the Current Report on Form 8-K/A filed with the Securities and Exchange Commission (the “SEC”) on July 30, 2020, as further amended by the Current Report on Form 8-K/A filed in August 25, 2020 (collectively, the “Current Report 8-K”). This section of the Quarterly Report includes a number of forward-looking statements within the meaning of the private securities litigation reform act of 1995, as amended that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements which speak only as of the date made, and except as required by law, we undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from these forward-looking statements. Factors that could cause differences include, but are not limited to, customer acceptance risks for current and new products and services, reliance on external sources of financing, development risks for new products and brands, dependence on third party service providers, fluctuations in market demand and customer preferences, changes in government regulations, as well as general conditions of the industry, and other “Risk Factors” discussed in our Current Report in the Current Report Form 8-K and similar discussions in subsequently filed Quarterly Reports on Form 10-Q, including this Form 10-Q, as applicable, and those contained from time to time in our other filings with the SEC.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements regarding our business, financial condition, results of operations and prospects. The Securities and Exchange Commission (the “SEC”) encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This Quarterly Report on Form 10-Q and other written and oral 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 and the effects of the COVID-19 pandemic or any similar pandemic.

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

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

Overview

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

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 following discussionMerger became effective as of April 29, 2020, upon the filing of a copy of the Merger Agreement and analysis should be read in conjunctioncertificate of merger with the Condensed Consolidated Financial StatementsSecretary 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 accompanying notes appearing subsequently under the caption "Condensed Consolidated Financial Statements."

This report on Form 10-Q contains forward-looking statements that are subject to risksCompany. Each of Gaya Rozensweig 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 controlGeorge Baumeohl, directors of the Company, are also the sole shareholders and its management.directors of UCG.

ManagementRNA is primarily a research and development company that has not been satisfied withperforming software design work for the results of its operationsSeller in the field of our current endeavors. Due to limited capital resources, it has not been able to properly promote or advertise its products. Moreover, even with increased brand awareness, competitioncybersecurity. SG is primarily engaged in the field remains intense. Asmarketing 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. Below is a resultdiagram of the current corporate structure of the Company. We intend to continue the business of SG/RNA as our principal business enterprise.

Overview of the Post Merger Entity

World Health Energy Holdings (d/b/a WHEN Group) is a cyber, intelligence and behavioral security company, comprised of SG 77, Inc. (“SG”) , and RNA Ltd (“RNA”). See the corporate structure diagram below. SG is a software security company that designs, develops and markets data security software-based solutions. SG’s solutions are intended for use by commercial enterprises to prevent unauthorized transfer of proprietary and confidential enterprise data (Business System) and parental or other legal guardian use to protect their minor children when online (Parental System). The main focus of the Company post-merger is pursuingon developing next generation intelligence and cyber systems based on a proprietary pattern recognition technology. This system analyzes mobiles, servers and computer activity, using a proprietary algorithm to determine and analyze human behavioral patterns. Any deviation from the regular behavior pattern is identified and flagged, thus, preventing potential danger both in the business and the parental sector.

The Business Sector (Business System)

Though Mobile Device Management’s (MDM) are widely used in the workforce, they are focused on providing protection from threats originating outside the organization. Our commercially available Business System provides such protection but also is designed to prevent threats to data loss or unauthorized use or transfer originating from persons within the organization. Contrary to the common misconception that outside threats are more significant, in numerous cases the cyber threat arises from inside the company. SG’s Business System provides innovative solutions for the constantly evolving cyber challenges that arise, whether this is a private business, NGO or governmental entities. Enterprises may be vulnerable to cyberattacks from many sources, including but not limited to, network, endpoint, data, and cloud services.

The Business System has similar filters as would any other business opportunitiesfirewall and antivirus yet stands out in the manner of information analysis. The Business System collects and analyzes the employee’s organizational behavior, active on a mobile, tablet desktop and server device creating an employee profile. This enables an employer or manager to instantly identify and prevent the unauthorized behavior such as but not limited to: access, download or transfer of company documents or information. The employee profile is unique to each individual, and the Business System can detect changes and disconnect the device if the profile is compromised while simultaneously sending an alert. Additionally, the Business System knows to identify non-routine employee activities such as correspondence that suggests the employee is planning to resign or a change in a behavioral pattern.

The Business System is designed to protect sensitive company data by identifying and preventing any authorized downloads or transfer. Access to any unusual or unauthorized files will be identified as a change in behavioral pattern and send an immediate alert. Any irregularities will send real time alerts, thus enabling a real-time response and protecting the company from both internal and external threats. Additionally, the software generates real time reports which help analyze and assess employee activity and improve employee efficiency.

The Parental Sector (Parental System)

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 Business System 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 any other way. If there is a 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 today appears as a significant decrease in text message exchanges. The system categorizes this decrease as a red flag. Moreover, prior to suicide, there are certain words and phrases which usage are increase, should the system 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. I.e. studies showed that with mental health decrease, 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.

Other Corporate Holdings

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 issued and outstandingcapital 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.

World Health. AssumingHealth Energy, Inc. World Health Energy, Inc. owns an algae-tech business who’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 can raise sufficient finances,has been successful in demonstrating the effectiveness of the GB3000 system on a small-scale the Company will focus its attentionhas 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 operations on World Health. Innecessary capital in addition to exploring alternative revenue sources including joint ventures and mergers with existing Green Energy organizations. However, there can be no assurance that the interim, it will continue with its current operations.foregoing can occur as planned, or at all.

Corporate Structure (Diagram)

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

Comparison of Operating Results for the Three and Nine Months Ended September 30,, 2017 2020 to the Three and Nine Months Ended September 30, 2019

Results of Operations

Comparison of the three months ended September 30,, 2016 2020 and 2019

RevenuesRevenues.

Revenues for the three and nine month periodsmonths ended September 30, 2017 and 20162020 were $0.$24,798 an increase of $12,021, or 94%, compared to total revenues of $12,777 for the three months ended September 30, 2019. Revenues were comprised primarily of software license fees

Operating ExpensesResearch and Development

Operating

Research and development expenses consist of salaries and related expenses, consulting fees, service providers’ costs, related materials and overhead expenses. Research and development expenses for the three months ended September 30, 2020 were $181,175, an increase of $108,117, or 148%, compared to research and nine month periods endedSeptember 30, 2017 were $22,015 and $44,821compared to $8,528 and $124,754fordevelopment expenses of $73,058 for the three months ended September 30, 2019. The increase is mainly attributable to the increase in payroll and nine month periods endedSeptember 30, 2016.The reasonrelated expenses as well as professional fees paid to outside consultant, rent and office expenses attributable to our research and development activities.

General and Administrative Expenses

General and administrative expenses consist primarily of salaries and related expenses, rent and office expenses. General and administrative expenses for the three months ended September 30, 2020 were $109,466, an increase of $23,139, or 17%, compared to general and administrative expenses of $132,605 for the three months ended September 30, 2019. The increase is primarily attributable to the increase in administrative manpower and the related salaries and related expenses, rent and office expenses.

Financing Expenses, Net

Financing expenses, net for the three months ended September 30, 2020 was $2,307, an decrease of $71,197, or 97%, compared to financing expenses, net, of $73,504 for the three months ended September 30, 2019. The decrease is due to there beingmainly a decreaseresult of the effect of currency exchange differentials between the US Dollar and the New Israeli Shekel in the activitiesthree months ended September 30, 2019 resulting in exchange losses in RNA.

Comparison of the Company during the period, in particular relating to the consultingNine Months ended September 30, 2020 and other professional fees involved in the development of software in the corresponding period in the previous year.2019

Revenues

We recorded a net operating lossRevenues for the three and nine month periodsmonths ended September 30, 20172020 were $52,906, a decrease of $22,015 and $44,821compared$13,359, or 20%, compared to $8,528 and $124,754total revenues of $66,265 for the three and nine month periodsmonths ended September 30, 2016.2019.

Research and Development

Research and development expenses consist of salaries and related expenses, consulting fees, service providers’ costs, related materials and overhead expenses. Research and development expenses for the nine months ended September 30, 2020 were $328,529, an increase of $154,258, or 89%, compared to total research and development expenses of $174,271 for the nine months ended September 30, 2019. The increase is mainly attributable to the increase in payroll and related expenses as well as professional fees paid to outside consultant, rent and office expenses attributable to our research and development activities.

General and Administrative Expenses

General and administrative expenses consist primarily of salaries and related expenses, rent and office expenses. General and administrative expenses for the nine months ended September 30, 2020 were $227,525, an increase of $30,910, or 16%, compared to total general and administrative expenses of $196,615 for the nine months ended September 30, 2019. The increase is mainly a result of the increase in administrative manpower and the related salaries and related expenses, rent and office expenses.

Financing Expenses, Net

Financing income, net for the nine months ended September 30, 2020 were $6,925, an increase of $90,865, compared to total financing expenses of $83,940 for the nine months ended September 30, 2019. The increase in finance income is mainly a result of the effect of currency exchange differences between the US Dollar and the New Israeli Shekel in the nine months ended September 30, 2019 resulting in exchange losses in RNA.

Financial Condition, Liquidity and Capital Resources

At

On September 30, 2017, and December 31, 2016,2020, we had current and total assets of $3,000.$441,849. We had current and total liabilities of $880,401 as compared to $835,580,$458,609 and $2,048,059, respectively, at September 30, 2017, and December 31, 2016, respectively. The increase is primarily due to shareholder advances used to fund operations.2020.

At On September 30, 2017,2020, we had a working capital deficiency of $877,401as compared with a working capital deficiency of $832,580 at December 31, 2016.$38,809. 

We had $94,150 in cash on September 30, 2020 compared to $223,874 in cash on September 30, 2019. Cash used by operations for the nine months ended September 30, 2020 was $399,949 as compared to $306,905 for nine months ended September 30, 2019. The increase in cash used by operations is related to the increase in salaries and related expenses as well as service providers.

Net cash used in investing activities was $251,309 for the nine months ended September 30, 2020, as compared to net cash used in investing activities of $149,854 for the nine months ended September 30, 2019. The increase is mainly due to the increase in loans granted to related parties.

Net cash provided by financing activities was $387,514 for the nine months ended September 30, 2020, as compared to net cash provided by financing activities of $659,252 for the nine months ended September 30, 2019. The decrease is mainly due to the decrease in loans received from related parties.

Management believes that funds on hand, as well as anticipated revenues, will allow us to conduct operations as presently conducted through the end of 2020. We need to raise capital on an immediate basis in order to sustain operations,maintain operations. Without additional sources of cash and/or the deferral, reduction, or elimination of significant planned expenditures and debt repayment, we may not have the cash resources to continue as a going concern thereafter. To meet our short and long-term liquidity needs, we expect to use existing cash balances, cash from our revenue generating activities, as well as a variety of other means, including raising capital through potential issuances of debt or equity securities in public or private financings, partnerships and/or collaborations. There can be no assurance that additional financing will be available when needed or, if available, that can be given thatobtained on commercially reasonable terms. If we will not be able to obtain this capitalthe additional financing on acceptable terms, if at all. In such an event, this may have a materially adverse effect ontimely basis as required, or generate significant material revenues from operations, we will not be able to meet our other obligations as they become due and will be forced to limit or curtail certain of our business operating results and financial condition. If the need arises, we may attempt to obtain funding through the use of various types of short term funding, loans or working capital financing arrangements from banks or financial institutions.plans.

Going Concern

Going Concern

The accompanying Condensed Consolidated Financial Statements have been prepared assuming that we will continue as a going concern. We have stockholdersan accumulated deficit of $26,165,227,$1,120,067, and a working capital deficiency of $877,401at$38,809 at September 30, 2017,2020, and net loss from operations of $44,821$503,148 for the nine monthmonths period ended September 30, 2017.2020. These conditions raise substantial doubt about our ability to continue as a going concern. The Condensed Consolidated Financial Statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

Critical Accounting Policies

Critical Accounting Policies

Use of EstimatesThe Condensed Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). In preparing the Condensed Consolidated Financial Statements, management is required to make estimatesandestimates and assumptions that affect the reported amounts on the condensed consolidated balance sheets and condensed consolidated statements of operations for the year then ended. Actual results may differ significantly from those estimates.

Net loss per shareThe Company has adopted FASBASC260-10-50, Earnings Per Share, which provides for calculation of "basic" As applicable to these financial statements, the most significant estimates and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss availableassumptions relate 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 share 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 September 30, 2017 or December 31, 2016.going concern assumptions.

Fair value of financial instrumentsThe carrying values of the Company’s liabilities approximate their fair values due to the short maturity of these instruments.Going Concern Uncertainty

The development and commercialization of our product will require substantial expenditures. We have not yet generated any material revenues and have incurred substantial accumulated deficit and negative operating cash flows. We currently have no sources of recurring revenue and are therefore dependent upon external sources for financing our operations. There can be no assurance that we will succeed in obtaining the necessary financing to continue our operations. As a result, our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Off-Balance Sheet ArrangementsWe have not entered into any off-balance sheet arrangements during 20172020 and do not anticipate entering into any off-balance sheet arrangements during the next 12 months.

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKNot applicable.

The Company is not subject to any specific market risk other than that encountered by any other public company related to being publicly traded.

Evaluation of Disclosure Controls and Procedures.

ITEM 4T - CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Exchange Act, within the 90 days prior to the filing date of this report, the Company carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of the Company's management, including the Company's President, Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, the Company's President, Chief Executive Officer and Chief Financial Officer concluded that the Company'sWe maintain disclosure controls and procedures are effective. There have been no significant changes(as defined in Rule 13a-15(e) under the Company's internal controls or in other factors, which could significantly affect internal controls subsequent to the date the Company carried out its evaluation.

Disclosure controls and procedures are controls and other proceduresExchange Act) that are designed to ensure that information required to be disclosed by us in Company reports filed or submittedthat we file under the Exchange Act is recorded, processed, summarized and reported within the time periodsas specified in the Securities and Exchange Commission'sSEC’s rules and forms. Disclosure controlsforms and procedures include, without limitation, controls and procedures designed to ensure that such information required to be disclosed by us in Company reports filedthat we file under the Exchange Act is accumulated and communicated to our management, including the Company'sour Interim Chief Executive Officer, and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure. Management, with the participation of our Interim Chief Executive Officer, performed an evaluation of the effectiveness of our disclosure controls and procedures as of September 30, 2020. Based on that evaluation, our management, including our Interim Chief Executive Officer, concluded that our disclosure controls and procedures were not effective as of September 30, 2020.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. As disclosed in Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2019, our management concluded that our internal control over financial reporting was not effective at December 31, 2019. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. The limitation of the Company’s internal control over financial reporting was due to the applied risk-based approach which is indicative of many small companies with limited number of staff in corporate functions. The identified weakness were:

Our management believes the weaknesses identified above have not had any material effect on our financial results.

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

Changes in Internal Controls over Financial Reporting.

Except for the material weakness and associated remediation plan, there have been no changes in our internal control over financial reporting during the fiscal quarter ended September 30, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - II—OTHER INFORMATION

ITEM 1 LEGAL PROCEEDINGSWe are not currently a party to any lawsuit or proceeding which, in the opinion of management, is likely to have a material adverse effect on us or our business.

None

During the quarter ended September 30, 2020, there were no material changes to the risk factors previously reported in our Current Report on Form 8-K filed on April 30, 2020.

None.

None

ITEM 3 DEFAULTS UPON SENIOR SECURITIESNone.

None

None.

ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

None

ITEM 5 OTHER INFORMATION

None

ITEM 6 EXHIBITSExhibit Index: