UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

MARK ONE

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the Quarterly Period ended ~~June~~September 30,2022; or

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the transition period from ________ to ________

WORLD HEALTH ENERGY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		59-2762023
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

1825 NW Corporate Blvd. Suite 110, Boca Raton, FL		33431
(Address of principal executive offices)		Zip Code

(561) 870-0440

(Registrant’s telephone number, including area code)

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

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 ☒ 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 ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

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

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

As of ~~August 22,~~November 14, 2022, 503,002,741,330 shares of the registrant’s common stock, par value $0.00001 per share, were outstanding.

WORLD HEALTH ENERGY HOLDINGS, INC.

Form 10-Q

~~June~~September 30, 2022

		Page

PART I — FINANCIAL INFORMATION

Item 1 – Financial Statements – Unaudited

Condensed Consolidated Balance Sheets – ~~June~~September 30, 2022 and December 31, 2021		34

Condensed Consolidated Statements of Operations for the three and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021		45

Condensed Consolidated Statement of Changes in Stockholders’ Deficit for the three and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021		56

Condensed Consolidated Statements of Cash Flows for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021		68

Notes to Condensed Consolidated Financial Statements		79

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations		1416

Item 3 – Quantitative and Qualitative Disclosures About Market Risk		2022

Item 4 – Controls and Procedures		2022

Item 1 – Legal Proceedings		2123

Item 1A – Risk Factors		2123

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds		2123

Item 3 – Defaults upon Senior Securities		2224

Item 4 – Mine Safety Disclosures		2224

Item 5 – Other Information		2224

Item 6 – Exhibits		2224

Exhibit Index		2224

SIGNATURES		2325

WORLD HEALTH ENERGY HOLDINGS, INC.

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2022

(UNAUDITED)

WORLD HEALTH ENERGY HOLDINGS, INC.

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF ~~JUNE~~SEPTEMBER 30, 2022

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

(UNAUDITED)

TABLE OF CONTENTS

	Page
Interim Condensed Consolidated Balance sheets	4
Interim Condensed Consolidated Statements of Comprehensive Loss	5
Interim Condensed Consolidated Statements of stockholders’ deficit	6
Interim Condensed Consolidated Statements of cash flows	8
Notes to Interim condensed consolidated financial statements	9 - 15

WORLD HEALTH ENERGY HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

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

June 30, December 31,
2022 2021
A s s e t s (Unaudited)
Current Assets
Cash and cash equivalents 407,979 46,022
Accounts receivable, net 12,433 10,022
Payments on account of investment 900,000 900,000
Other current assets 175,964 356,131
T o t a l Current assets 1,496,376 1,312,175

Right Of Use asset arising from operating lease 176,328 201,518
Long term prepaid expenses 22,857 25,723
Property and Equipment, Net 36,153 27,777
Funds in respect of employee rights upon termination 20,652 21,182

T o t a l assets 1,752,366 1,588,375

Liabilities and Shareholders’ Deficit
Current Liabilities
Accounts payable 92,497 80,059
Right Of Use liabilities arising from operating lease 42,733 45,756
Other account liabilities 588,268 638,388
T o t a l current liabilities 723,498 764,203

Liability for employee rights upon retirement 152,663 157,860
Long term loan from parent company 2,012,339 2,012,339
Right Of Use liabilities arising from operating lease 132,026 173,227

T o t a l liabilities 3,020,526 3,107,629

Stockholders’ Deficit
Preferred stock, par $0.0007, 10,000,000 shares authorized, 5,000,000 shares issued and outstanding as of June 30, 2022 and December 31, 2021. 3,500 3,500
Series B Convertible Preferred stock, par $0.0007, 3,870,000 shares authorized, 0 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively. - -
Preferred stock, value 3,500 3,500
Common stock, par $0.00001, 750,000,000,000 shares authorized at June 30, 2022 and December 31, 2021. 493,002,741,330 and 488,499,407,996 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively. 66,884,719 66,839,685
Additional paid-in capital (57,929,134 ) (62,263,494 )
Proceeds on account of shares 250,000 -
Foreign currency translation adjustments (5,495 ) (5,495 )
Accumulated deficit (10,471,750 ) (6,093,450 )
T o t a l stockholders’ deficit (1,268,160 ) (1,519,254 )
T o t a l liabilities and stockholders’ deficit 1,752,366 1,588,375


	September 30,			December 31,
	2022			2021
	(Unaudited)				(Audited)
ASSETS
Current assets
Cash and cash equivalents		111,436			46,022
Accounts receivable, net		20,158			10,022
Advance on account of investment		-			900,000
Other current assets		239,686			356,131
Total current assets		371,280			1,312,175

Operating lease - Right of use asset		177,385			201,518
Long term prepaid expenses		22,580			25,723
Property and equipment, net		37,545			27,777
Funds in respect of employee rights upon termination		28,060			21,182
Investment in CrossMobile (note 1)		4,835,733			-

Total assets		5,472,583			1,588,375

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable		91,038			80,059
Current long term operating lease liability		43,279			45,756
Other account liabilities		405,300			638,388
Total current liabilities		539,617			764,203

Liability for employee rights upon retirement		159,247			157,860
Long term loan from parent company		2,012,339			2,012,339
Long term operating lease liability		119,196			173,227

Total liabilities		2,830,399			3,107,629

Stockholders’ deficit
Preferred stock, par $0.0007, 10,000,000 shares authorized, 5,000,000 shares issued and outstanding as of September 30, 2022 and December 31, 2021.		3,500			3,500
Series B Convertible Preferred stock, par $0.0007, 3,870,000 shares authorized, 0 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively.		-			-
Preferred stock, value		-			-
Common stock, par $0.00001, 750,000,000,000 shares authorized at September 30, 2022 and December 31, 2021. 503,002,741,330 and 488,499,407,996 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively.		66,984,719			66,839,685
Additional paid-in capital		(49,379,068	)		(62,263,494	)
Proceeds on account of shares		290,000			-
Foreign currency translation adjustments		(5,495	)		(5,495	)
Accumulated deficit		(15,251,472	)		(6,093,450	)
Total stockholders’ equity (deficit)		2,642,184			(1,519,254	)
Total liabilities and stockholders’ deficit		5,472,583			1,588,375

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

WORLD HEALTH ENERGY HOLDINGS, ~~INC.~~INC .

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

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

	2022			2021			2022			2021
	Six months ended						Three months ended							Nine months ended							Three months ended
	June 30						June 30							September 30							September 30
	2022			2021			2022			2021				2022			2021				2022			2021
	(Unaudited)							(Unaudited)					(Unaudited)							(Unaudited)

Revenues		43,754			81,450			11,212			48,801				67,480			115,167				23,726			33,717

Research and development expenses		(243,024	)		(253,860	)		(119,518	)		(81,089	)			(354,593	)		(374,561	)			(111,570	)		(120,701	)
General and administrative expenses		(270,341	)		(269,654	)		(147,704	)		(145,169	)			(377,168	)		(736,501	)			(106,828	)		(466,847	)
Share based compensation expenses		(3,945,323	)		-			(2,518,832	)		-				(8,474,989	)		(1,459,120	)			(4,529,664	)		(1,459,120	)
Operating loss		(4,414,934	)		(442,064	)		(2,774,842	)		(177,457	)			(9,139,270	)		(2,455,015	)			(4,724,336	)		(2,012,951	)
Financing income (expenses), net		36,634			(30,916	)		33,338			(29,432	)			45,515			(50,435	)			8,881			(19,519	)
Loss for the period															(9,093,755	)		(2,505,450	)			(4,715,455	)		(2,032,470	)

Equity losses															(64,267	)		-				(64,267	)

Net loss		(4,378,300	)		(472,980	)		(2,741,504	)		(206,889	)			(9,158,022	)		(2,505,450	)			(4,779,722	)		(2,032,470	)

Comprehensive loss		(4,378,300	)		(472,980	)		(2,741,504	)		(206,889	)
Basic and diluted net loss per share															(0.00	)		(0.00	)			(0.00	)		(0.00	)

Loss per share (basic and diluted)		(0.00	)		(0.00	)		(0.00	)		(0.00	)
Weighted average number of shares outstanding used in computing basic and diluted net loss per share															494,351,349,388			89,863,034,370				501,589,697,852			90,007,886,257

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

WORLD HEALTH ENERGY HOLDINGS, INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

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


	Preferred Stock, $0.0007, Par Value			Preferred Stock B, $0.0007, Par Value			Common Stock, $0.0007, Par Value			Additional			Proceeds on			Foreign currency					Total Company’s
		Number of Shares	Amount		Number of Shares	Amount		Number of Shares	Amount		paid-in capital			account of shares			translation adjustments		Accumulated deficit			stockholders’ deficit
BALANCE AS OF JANUARY 1, 2022		5,000,000	3,500		-	-		488,499,407,996	66,839,685		(62,263,494	)		-			(5,495	)	(6,093,450	)		(1,519,254	)
Issuance of shares		-	-		-	-		2,840,000,000	28,400		255,600			-			-		-			284,000
Share based payment to service providers		-	-		-	-		-	-		1,310,239			-								1,310,239
Proceeds on account of shares		-	-		-	-		-	-		-			290,000			-		-			290,000
Net loss		-	-		-	-		-	-		-			-			-		(1,636,796	)		(1,636,796	)
BALANCE AS OF MARCH 31, 2022 (Unaudited)		5,000,000	3,500		-	-		491,339,407,996	66,868,085		(60,697,655	)		290,000			(5,495	)	(7,730,246	)		(1,271,811	)
Issuance of shares		-	-		-	-		1,633,333,334	16,333		310,917			(40,000	)		-		-			287,250
Share based payment to employees and service providers		-	-		-	-		30,000,000	300		2,457,605			-			-		-			2,457,905
Net loss		-	-		-	-		-	-		-			-			-		(2,741,504	)		(2,741,504	)
BALANCE AS OF JUNE 30, 2022 (Unaudited)		5,000,000	3,500		-	-		493,002,741,330	66,884,719		(57,929,134	)		250,000			(5,495	)	(10,471,750	)		(1,268,160	)
Issuance of shares for CrossMobile investment		-	-		-	-		10,000,000,000	100,000		3,900,000			-			-		-			4,000,000
Share based payment to employees and service providers		-	-		-	-		-	-		4,650,066			-			-		-			4,650,066
Proceeds on account of shares		-	-		-	-		-	-		-			40,000			-		-			40,000
Net loss		-	-		-	-		-	-		-			-			-		(4,779,722	)		(4,779,722	)
BALANCE AS OF SEPTEMBER 30, 2022 (Unaudited)		5,000,000	3,500		-	-		503,002,741,330	66,984,719		(49,379,068	)		290,000			(5,495	)	(15,251,472	)		2,642,184

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

WORLD HEALTH ENERGY HOLDINGS, INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

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


	Preferred Stock, $0.0007, Par Value				Preferred Stock B, $0.0007, Par Value				Common Stock, $0.0007, Par Value				Additional			Foreign currency						Total Company’s
	Number of Shares		Amount		Number of Shares		Amount		Number of Shares		Amount		paid-in capital			translation adjustments			Accumulated deficit			stockholders’ deficit
BALANCE AT JANUARY 1, 2021		5,000,000		3,500		3,870,000		2,709		89,789,407,996		62,852,586		(63,339,225	)		(5,495	)		(1,496,637	)		(1,982,562	)
Net loss		-		-		-		-		-		-		-			-			(266,091	)		(266,091	)
BALANCE AT MARCH 31, 2021 (Unaudited)		5,000,000		3,500		3,870,000		2,709		89,789,407,996		62,852,586		(63,339,225	)		(5,495	)		(1,762,728	)		(2,248,653	)

Net loss		-		-		-		-		-		-		-			-			(206,889	)		(206,889	)
BALANCE AT JUNE 30, 2021 (Unaudited)		5,000,000		3,500		3,870,000		2,709		89,789,407,996		62,852,586		(63,339,225	)		(5,495	)		(1,969,617	)		(2,455,542	)
Issuance of shares		-		-		-		-		1,700,000,000		17,000		153,000			-			-			170,000
Issuance of shares in exchange for services		-		-		-		-		500,000,000		5,000		245,000			-			-			250,000
Share based compensation for services providers		-		-		-		-		-		-		1,041,342			-			-			1,041,342
Net loss		-		-		-		-		-		-		-			-			(2,032,470	)		(2,032,470	)
BALANCE AT SEPTEMBER 30, 2021 (Unaudited)		5,000,000		3,500		3,870,000		2,709		91,989,407,996		62,874,586		(61,899,883	)		(5,495	)		(4,002,087	)		(3,026,670	)

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)~~

Preferred Stock, $0.0007, Par Value
Preferred Stock B,
$0.0007, Par Value

Common Stock,
$0.0007, Par Value
Additional paid-in capital Proceeds on account of shares
Foreign currency
translation
adjustments
Accumulated deficit
Total
Company’s stockholders’ deficit

Number of Shares Amount Number of Shares Amount Number of Shares Amount
BALANCE AT JANUARY 1, 2022 5,000,000 3,500 - - 488,499,407,996 66,839,685 (62,263,494 ) - (5,495 ) (6,093,450 ) (1,519,254 )
Issuance of shares - - - - 2,840,000,000 28,400 255,600 - - - 284,000
Share based payment to service providers - - - - - - 1,310,239 - 1,310,239
Proceeds on account of shares - - - - - - - 290,000 - - 290,000
Comprehensive loss for three month ended March 31, 2022 - - - - - - - - - (1,636,796 ) (1,636,796 )
BALANCE AT MARCH 31, 2022 (Unaudited) 5,000,000 3,500 - - 491,339,407,996 66,868,085 (60,697,655 ) 290,000 (5,495 ) (7,730,246 ) (1,271,811 )
Issuance of shares - - - - 1,633,333,334 16,333 310,917 (40,000 ) - - 287,250
Share based payment to employees and service providers - - - - 30,000,000 300 2,457,605 - - - 2,457,905
Comprehensive loss for three month ended June 30, 2022 - - - - - - - - - (2,741,504 ) (2,741,504 )
BALANCE AT JUNE 30, 2022 (Unaudited) 5,000,000 3,500 - - 493,002,741,330 66,884,719 (57,929,134 ) 250,000 (5,495 ) (10,471,750 ) (1,268,160 )

Preferred Stock, $0.0007, Par Value Preferred Stock B, $0.0007, Par Value
Common Stock,
$0.0007, Par Value
Additional paid-in capital
Foreign currency
translation
adjustments
Accumulated deficit Total Company’s stockholders’ deficit
Number of Shares Amount Number of Shares Amount Number of Shares Amount
BALANCE AT JANUARY 1, 2021 5,000,000 3,500 3,870,000 2,709 89,789,407,996 62,852,585 (63,339,224 ) - (5,495 ) (1,496,637 ) (1,982,562 )
Comprehensive loss for three month ended March 31, 2021 - - - - - - - - - (266,091 ) (266,091 )
BALANCE AT MARCH 31, 2021 (Unaudited) 5,000,000 3,500 3,870,000 2,709 89,789,407,996 62,852,585 (63,339,224 ) - (5,495 ) (1,762,728 ) (2,248,653 )

Comprehensive loss for three month ended June 30, 2021 - - - - - - - - - (206,889 ) (206,889 )
Comprehensive loss - - - - - - - - - (206,889 ) (206,889 )
BALANCE AT JUNE 30, 2021 (Unaudited) 5,000,000 3,500 3,870,000 2,709 89,789,407,996 62,852,585 (63,339,224 ) - (5,495 ) (1,969,617 ) (2,455,542 )

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

~~WORLD HEALTH ENERGY HOLDINGS, INC.~~

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollars except)

2022 2021
Six months ended
June 30,
2022 2021
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss for the period (4,378,300 ) (472,980 )
Adjustments required to reconcile net loss for the period to net cash used in operating activities:
Depreciation and amortization 4,930 3,456
Increase (decrease) in liability for employee rights upon retirement (5,197 ) 26,301
Share based compensation 3,945,323
Interest on lease liability (19,034 ) (11,613 )
Increase in accounts receivable (2,411 ) (14,951 )
Increase in other current assets 8,668 (11,017 )
Increase (decrease) in accounts payable 12,438 (3,571 )
Increase (decrease) in other accounts liabilities (50,120 ) 13,686
Net cash used in operating activities (483,703 ) (470,689 )

CASH FLOWS FROM INVESTING ACTIVITIES:
Loans received from (granted to) related parties 7,186 (5,226 )
Proceeds from related parties - (6,515 )
Loan to investee company (10,000 ) -
Increase in asset for employee rights upon retirement 530 -
Purchase of property and equipment (13,306 ) -
Net cash provided by (used in) investing activities (15,590 ) (11,741 )

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from stock issued for cash 611,250 -
Payments on account of shares 250,000 -
Loan received from parent company - 167,736
Net cash provided by financing activities 861,250 167,736

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 361,957 (314,694 )

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 46,022 359,949

CASH AND CASH EQUIVALENTS AT END OF PERIOD 407,979 45,255

Supplemental disclosure of cash flow information:
Non cash transactions:
Initial recognition of operating lease right-of-use assets - 242,906

Initial recognition of operating lease liability - (242,906 )


	Nine months ended
	September 30,
	2022			2021
	(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss for the period		(9,158,022	)		(2,505,450	)
Adjustments required to reconcile net loss for the period to net cash used in operating activities:
Depreciation		8,030			35,119
Increase (decrease) in liability for employee rights upon retirement		1,387			43,804
Share based compensation		8,474,989			1,459,120
Equity losses		64,267			-
Increase in accounts receivable		(10,136	)		(19,327	)
Increase in other current assets		(92,556	)		(11,264	)
Increase in accounts payable		10,979			4,085
Increase (decrease) in other accounts liabilities		(117,284	)		315,553
Net cash used in operating activities		(818,346	)		(678,360	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Loans received from (granted to) related parties		7,186			(1,634	)
Proceeds from related parties		-			(8,931	)
Increase in asset for employee rights upon retirement		(6,878	)		-
Purchase of property and equipment		(17,798	)		-
Net cash used in investing activities		(17,490	)		(10,565	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from stock issued for cash		611,250			170,000
Proceeds on account of shares		290,000			-
Loan received from parent company		-			212,345
Net cash provided by financing activities		901,250			382,345

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		65,414			(306,580	)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		46,022			359,949

CASH AND CASH EQUIVALENTS AT END OF PERIOD		111,436			53,369

Supplemental disclosure of cash flow information:
Non cash transactions:
Issuance of shares for future services		83,333			-
Initial recognition of operating lease		-			242,906
Issuance of shares for the acquisition of investee		4,000,000			(242,906	)

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

WORLD HEALTH ENERGY HOLDINGS, ~~INC.~~INC .

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

NOTE 1 – GENERAL

~~A. Operations~~

Operations

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.

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

CrossMobile investment agreement

On March 22, 2022 the Company, CrossMobile CrossMobile Sp. z o.o, a company formed under the laws of Poland (“CrossMobile”) and the shareholders of CrossMobile (of which Mr. Giora ~~Rozensweig, holds~~Rosenzweig, held ~~40.67%~~ 40.67% and Mr. George Baumeohl ~~holds~~held ~~3.33%~~3.33%, of the issued preferred share capital of CrossMobile), entered into an Investment Agreement (the “Agreement”) pursuant to which the Company is to purchase ~~26%~~ 26% of the outstanding common share capital of CrossMobile on a fully diluted basis, in consideration of the issuance by the Company to CrossMobile of 10,000,000,000restricted shares of Company common stock (the “Initial Investment”). The preferred share capital of CrossMobile provides certain privileges, including the right to participate in CrossMobile shareholder meetings at a rate of two votes for each preferred share and preference as to distribution of dividends at a rate equal to twice the dividends distributed to the holders of the common shares in CrossMobile

CrossMobile filed an application with the Polish Companies Registrar on June 22, 2022 to increase CrossMobile’s share capital in order to effectuate the issuance to WHEN of the CrossMobile ordinary shares representing 26% of the CrossMobile equity interest to WHEN and to register the issuance to CrossMobile of the 10,000,000,000 WHEN shares in consideration thereof. The Companies Registrar approved the requested actions on July 22, 2022 and published on August 1, 2022. The approval and registration by the Polish Companies Registrar is required under local law for ~~CrossMobile~~CrossMobil to issue to WHEN the CrossMobile ordinary shares representing 26% of CrossMobile. In anticipation of the approval of the increase in the share capital of ~~CrossMobile,~~CorssMobile, WHEN issued to ~~CrossMobile~~Crossmobile on July 13, 2022 the 10,000,000,000 WHEN shares. Upon the registration of the Company shareholdings in CrossMobile the closing of the Initial Investment will be deemed to have occurred.

CrossMobile is a licensed mobile virtual network operator (“MVNO”) in Poland, providing the necessary licenses and key infrastructure in the EU. With its involvement in CrossMobile, the Company expects to provide advanced cybersecurity solutions and other next-generation value-added services to CrossMobile’s future product offerings.

In addition, through January 22, 2024, the Company has the option to purchase additional shares of CrossMobile, such that following such additional purchase, the Company shall hold approximately 51% of CrossMobile’s outstanding share capital on a fully diluted basis. In the event the Company shall choose to exercise the option, the Company shall issue such number of restricted shares of common stock of the Company calculated based on pre-money valuation of CrossMobile as determined by an independent appraiser agreed between the Company and CrossMobile. See note 5(1).

WORLD HEALTH ENERGY HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

NOTE 1 – GENERAL (continue)

~~B. Going concern uncertainty~~

Going concern uncertainty

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 ~~June~~September 30, 2022, the Group had $~~407,979~~111,436 of cash and cash equivalents, accumulated deficit of $~~10,471,750~~15,251,472, negative working capital of $~~772,878~~168,337 and net losses of $~~4,378,300~~9,158,022 during the ~~six~~nine months ended ~~June~~September 30, 2022.

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 (see Note 3 in respect to subscription agreements signed during 2022).

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.

COVID-19

~~C. Risk factors~~

In early 2020, the World Health Organization declared the rapidly spreading coronavirus disease (COVID-19) outbreak a pandemic. This pandemic has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. The Company considered the impact of COVID-19 on its operations and determined that there were no material adverse impacts on the Company’s results of operations and financial position as of September 30, 2022. These estimates may change, as new events occur and additional information is obtained.

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.

~~D. COVID-19~~

The COVID-19 pandemic continues to create business and economic uncertainty and volatility in the global markets. Many countries around the world are experiencing further outbreaks of the pandemic, following which governments are once again imposing various restrictions. At the same time, there is a recovery trend in the volume of economic activity around the world that leads on one hand, to significant demand for certain products and services and on the other hand, disruptions to worldwide supply chain routes and some raw materials. The Group continues to take measures to ensure the health and safety of its employees, suppliers, other business partners and the communities in which it operates in order to ensure, among others, the operation level, the proper functioning of its facilities and to minimize the pandemic’s potential impact on its business. Manufacturing continues at the Group’s sites without interruptions. However, there is still a difficulty in assessing the future impacts of the pandemic on the Group’s operations, inter alia, in light of the uncertainty of its duration, the extent of its intensity and effects on global supply chains and global markets, and additional countermeasures that may be taken by governments and central banks.

810

WORLD HEALTH ENERGY HOLDINGS, ~~INC.~~INC .

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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

Unaudited Interim Financial Statements

The accompanying unaudited interim condensed ~~consolidated~~ financial statements ~~include the accounts of the Company and its subsidiary,~~have been prepared in accordance with U.S. generally accepted accounting principles ~~generally accepted in the United States of America~~ (“GAAP”) for interim financial information and with the instructions to Form ~~10-Q.~~10-Q

and Article 10 of U.S. Securities and Exchange Commission 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 management, ~~the financial statements presented herein have not been audited by an independent registered public accounting firm but include~~ all ~~material~~ adjustments ~~(consisting of normal recurring adjustments) which are, in the opinion of management,~~considered necessary for a fair ~~statement~~presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). For further information, reference is made to the consolidated financial ~~condition, results of operations~~statements and ~~cash flows for~~footnotes thereto included in the ~~six-months ended June 30, 2022. However, these results are not necessarily indicative of results for any other interim period or~~Company’s Annual Report on Form 10-K for the year ended December 31, 2022. 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.2021.

~~Certain information~~

Operating results for the three months and ~~footnote disclosures normally included in financial statements in accordance with generally accepted accounting principles have been omitted pursuant to the rules~~nine months ended September 30, 2022, are not necessarily indicative of the ~~U.S. Securities and Exchange Commission (“SEC”). These financial statements should~~results that may be ~~read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report on published on the OTCIQ Alternative Reporting System,~~expected for the year ~~ended~~ending December 31, 2022.

Principles 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~~GAAP requires management to make estimates and assumptions that affect the amounts reported ~~amounts of assets and liabilities, certain revenues and expenses, and disclosure of contingent assets and liabilities as of the date of~~in the financial ~~statements.~~statements and accompanying notes. Actual results could differ from those estimates. ~~As applicable to these~~

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial ~~statements, the most significant estimates and assumptions relate to the going concern assumptions and share based compensation.~~statements.

911

WORLD HEALTH ENERGY HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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

~~Recent Accounting Pronouncements~~

In August 2020, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 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”). The guidance in ASU 2020-06 simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to separately present certain conversion features in equity. In addition, the amendments in the ASU 2020-06 also simplify the guidance in ASC Subtopic 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity, by removing certain criteria that must be satisfied in order to classify a contract as equity, which is expected to decrease the number of freestanding instruments and embedded derivatives accounted for as assets or liabilities. Finally, the amendments revise the guidance on calculating earnings per share, requiring use of the if-converted method for all convertible instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets. The amendments in ASU 2020-06 are effective for the Company for fiscal years beginning after December 15, 2021. Early adoption is permitted. The guidance must be adopted as of the beginning of the fiscal year of adoption. The Company is currently evaluating the impact of this new guidance, but does not expect it to have a material impact on its financial statements.

NOTE 3 – COMMON STOCK

Between August and October 2021, the Company and certain investors entered into subscription agreements for a private placement of units of the Company securities (the 2021 Private Placements”) where each unit (a “Unit” and collectively the “Units”) is comprised of (i) one (1) share of the Company’s Common Stock and (ii) one common stock purchase warrant to purchase an additional share of the Company’s Common Stock through the second anniversary thereof at a per share exercise price of $0.0002. The price per unit is $0.0001. Subscription agreements for an aggregate of $900,000 provide that the investors are to remit the subscription proceeds at the time of investment and in three month intervals thereafter, in each case in amounts equal to 20% of their committed amounts. During the ~~six~~nine months ended ~~June~~September 30, 2022, the Company received a total of $151,250 on account of these subscription and in consideration thereof issued 1,140,000,000 shares of Common Stock and warrants for an additional 1,140,000,000 shares of Common Stock and the balance is presented as proceeds on account of shares.

During the ~~six~~nine months ended ~~June~~September 30, 2022, the Company and certain investors entered into subscription agreements for a private placement of units of the Company securities in an aggregated amount of $500,000, where each unit (a “Unit” and collectively the “Units”) is comprised of (i) one (1) share of the Company’s Common Stock and (ii) one common stock purchase warrant to purchase an additional share of the Company’s Common Stock through the second anniversary thereof at a per share exercise price of $0.0002. The price per unit is $0.0001. As part of the subscription agreements, CrossMobile undertook to issue the investors up to 5%5% of the issued and outstanding share capital of CrossMobile. During the ~~six~~nine months ended ~~June~~September 30, 2022, the Company received a total of $500,000 on account of these subscription and in consideration thereof issued 2,500,000,000 shares of Common Stock and warrants for an additional 2,500,000,000 shares of Common Stock and the balance is presented as proceeds on account of shares.

In May 2022, the Company and certain investors entered into subscription agreements for a private placement of units of the Company securities (the May 2022 Private Placements”) in an aggregated amount of $250,000, where each unit (a “Unit” and collectively the “Units”) is comprised of (i) one (1) share of the Company’s Common Stock and (ii) one common stock purchase warrant to purchase an additional share of the Company’s Common Stock for a one year period at a per share exercise price of $0.0006. The price per unit is $0.0003. In consideration thereof, the Company issued 833,333,334 shares of Common Stock and warrants for an additional 833,333,334 shares of Common Stock.

On May 19, 2022 the Company issued 30,000,000 share of the Company’s Common Stock to a service provider in exchange for certain tax services. The Company estimated the value of the shares issued at $9,000 based on the share price of the Company as of the issuance date.

On August 10, 2022, the Company entered into an agreement with a consultant with a term of 12 months under which it undertook to issue to the Consultant 300,000,000 restricted stock for investor relations services.

1012

WORLD HEALTH ENERGY HOLDINGS, ~~INC.~~INC .

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

NOTE 4- STOCK OPTIONS

On June 21, 2021, the board of directors of the Company approved the 2021 Equity Incentive Plan (the “2021 Plan”) pursuant to which the Company may issue awards, from time to time, consisting of non-qualified stock options, restricted stock grants and restricted stock units. In addition, stock option awards that qualify under Section 102 of the Israeli Tax Ordinance (New Version) 1961 (the “ITO”), and/or under Section 3(i) of the ITO, may be granted.

Mr. Tromer, the CEO of CrossMobile, was appointed to the Company’s advisory board in February 2022. In connection with his service on the advisory board, on February 14, 2022, he was awarded options under the Company’s 2021 Equity Incentive Plan to purchase 6,000,000,000 shares of the Company’s common stock, at a per share exercise price of $0.0001 per share, which the exercise price for all grants to date to member of the Company’s advisory board. Mr. Tromer’s options vest as follows: ~~25%~~25% (i.e., 1,500,000,000) option shares vest on the first anniversary of the appointment to the advisory board and the balance in increments of 400,000,000 shares on each subsequent three (3) month anniversary.

The fair value of the options was determined using the Black-Scholes pricing model, assuming a risk free rate of 1.85%, a volatility factor of 397%, dividend yields of 0% and an expected life of 6.25 years and was estimated at $2,400,000.

On January 1, 2022, the Company granted options to purchase 400,000,000 shares of the Company’s Common Stock to a member of its advisory board, under the Company’s 2021 Plan. Options to purchase 100,000,000 shares of Common Stock shall vest on the first anniversary of the agreement and the remaining options shall vest quarterly, over additional 3 years

The fair value of the options was determined using the Black-Scholes pricing model, assuming a risk free rate of ~~1.12%~~1.12%, a volatility factor between ~~391%~~391%, dividend yields of 0% 0% and an expected life of 6.25years and was estimated at $200,000.

On May 15, 2022, the Company granted options under the 2021 Plan (2021) to directors, employees and service providers to purchase an aggregate of 34,900,000,000 shares of Common Stock exercisable at a per share exercise price of $0.0001. Of the options granted, 5,000,000,000 were issued to CEO. The options vest on an annual basis with 25% of the option grant vesting on each anniversary of the option grant. Following vesting the options are exercisable through the sixth month anniversary following the last instalment vesting ~~date.~~date.

The fair value of the options was determined using the Black-Scholes pricing model, assuming a risk free rate of ~~2.84%~~2.84%, a volatility factor of ~~305.1%~~305.1%, dividend yields of 0%0% and an expected life of 6.25 years and was estimated at $13,959,141.

On September 18, 2022, the Company granted options under the 2021 Plan (2021) to its Chief strategic affairs to purchase an aggregate of 10,000,000,000 shares of Common Stock exercisable at a per share exercise price of $0.0001. Of the options granted, 5,000,000,000 were immediately vested and the remaining shall vest on 4 annual equal instalments commencing May 15, 2023.

The fair value of the options was determined using the Black-Scholes pricing model, assuming a risk free rate of 3.62%, a volatility factor of 306.5%, dividend yields of 0% and an expected life of 5.54 years and was estimated at $3,999,451.

1113

WORLD HEALTH ENERGY HOLDINGS, ~~INC.~~INC .

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

NOTE 4 - STOCK OPTIONS (continue)

The following table presents the Company’s stock option activity during the ~~six~~nine months ended ~~June~~September 30, 2022:

SCHEDULE OF STOCK OPTION ACTIVITY

	Number of Options		Weighted Average Exercise Price		Number of Options		Weighted Average Exercise Price
Outstanding at December 31,2021		6,800,000,000		0.0001		6,800,000,000		0.0001
Granted		6,400,000,000		0.0001		6,400,000,000		0.0001
Exercised		-		-		-		-
Forfeited or expired		-		-		-		-
Outstanding at March 31,2022		13,200,000,000		0.0001		13,200,000,000		0.0001
Granted		34,900,000,000		0.0001		34,900,000,000		0.0001
Exercised		-		-		-		-
Forfeited or expired		-		-		-		-
Outstanding at June 30,2022		48,100,000,000		0.0001		48,100,000,000		0.0001
Number of options exercisable at June 30, 2022		3,541,666,667		0.0001
Granted						10,000,000,000		0.0001
Exercised						-		-
Forfeited or expired						-		-
Outstanding at September 30,2022						58,100,000,000		0.0001
Number of options exercisable at September 30, 2022						7,125,000,000		0.0001

The aggregate intrinsic value of the awards outstanding as of ~~June~~September 30, 2022 is ~~19,240,000~~11,620,000. These amounts represent the total intrinsic value, based on the Company’s stock price of $~~0.0005~~0.0003 as of ~~June~~September 30, 2022, less the weighted exercise price. This represents the potential amount received by the option holders had all option holders exercised their options as of that date.

The stock options outstanding as of ~~June~~September 30, 2022, have been separated into exercise prices, as follows:

SCHEDULE OF STOCK OPTIONS OUTSTANDING RANGE OF EXERCISE PRICE

Exercise price Stock options outstanding Weighted average remaining contractual life – years Stock options vested
As of June 30, 2022
0.0001 48,100,000,000 3.72 3,541,666,667
48,100,000,000 3.72 3,541,666,667

Exercise price		Stock options outstanding		Weighted average remaining contractual life – years		Stock options vested
		As of September 30, 2022
	0.0001		58,100,000,000		3.49		7,125,000,000
			58,100,000,000		3.49		7,125,000,000

The stock options outstanding as of December 31, 2021, have been separated into exercise prices, as follows:

Exercise price Stock options outstanding Weighted average remaining contractual life – years Stock options vested
As of December 31, 2021
0.0001 6,800,000,000 3.49 -
6,800,000,000 3.49 -

Exercise price		Stock options outstanding		Weighted average remaining contractual life – years		Stock options vested
		As of December 31, 2021
	0.0001		6,800,000,000		3.49		-
			6,800,000,000		3.49		-

Compensation expense recorded by the Company in respect of its stock-based compensation awards for the period of ~~six~~nine months ended ~~June~~September 30, 2022 was $~~3,759,144~~8,622,640 and are included in General and Administrative expenses in the Statements of Operations.

As of September 30, 2022, there was $15,212,104 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the employee share option plan.

1214

WORLD HEALTH ENERGY HOLDINGS, ~~INC.~~INC .

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

~~NOTE 5 –~~ ~~RELATED PARTIES~~

~~A. Transactions and balances with related parties~~

~~SCHEDULE OF RELATED PARTY EXPENSES~~

2022 2021 2022 2021

Six months ended
June 30

Three months ended
June 30

2022 2021 2022 2021

General and administrative expenses:
Salaries and fees to officers 2,028,654 58,793 1,067,882 19,380
(*) of which share based compensation 1,943,090 - 1,023,625 -
Share based compensation 1,943,090 - 1,023,625 -

Research and development expenses:
Salaries and fees to officers 69,723 40,321 46,308 17,668
(*) of which share based compensation 26,040 - 26,040 -
Share based compensation 26,040 - 26,040 -

B. ~~Balances with related parties and officers:~~

As of June 30, As of December 31,
2022 2021

Other current assets - 7,186
Other accounts liabilities 120,000 120,000
Liability for employee rights upon retirement 167,731 213,371
Long term loan from related party 2,012,339 2,012,339

NOTE 65 – SUBSEQUENT EVENTS

~~On July 13, 2022 the Company issued~~ ~~10,000,000,000~~ restricted shares of Company common stock to CrossMobile, pending the receipt of the approval of the Polish company registrar to increase the share capital of the CrossMobile and register the CrossMobile ordinary shares issuable to the Company (representing the initial 26~~% equity stake in CrossMobile), as detailed in note 1 above.~~

On August 10, 2022, the Company entered into follow on agreement with a consultant providing investor relations services since November 2021 pursuant to which the Company undertook to issue to the Consultant an additional ~~300~~ ~~million shares of restricted stock.~~

On October 25, 2022, the Company exercised the option to acquire such additional shares of CrossMobile and following such exercise, the Company holds approximately 51% of CrossMobile’s outstanding share capital on a fully diluted basis. In consideration for the exercise of the option, the Company shall issue to CrossMobile 10,000,000,000 shares of the Company’s common stock.

1315

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

The following discussion should be read in conjunction with the financial statements and related notes contained elsewhere in this Quarterly Report on Form 10-Q, as well as our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 as filed with the Securities and Exchange Commission (the “SEC”) on April 14, 2022. Certain statements made in this discussion are “forward-looking statements” within the meaning of the private securities litigation reform act of 1995,. These statements are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by the Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used herein, the words “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “future,” “intend,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks relating to the Company’s business, industry, and the Company’s operations and results of operations and the effects that the COVID-19 outbreak, or similar pandemics, could have on our business. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

The full extent to which the COVID-19 pandemic may directly or indirectly impact our business, results of operations and financial condition will depend on future developments that are uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain it or treat COVID-19, as well as the economic impact on local, regional, national and international customers and markets. We have made estimates of the impact of COVID-19 within our financial statements, and although there is currently no major impact, there may be changes to those estimates in future periods. Actual results may differ from these estimates.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. The following discussion should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this report.

General Overview

World Health Energy Holdings, Inc. (“we” “us” “our” the “Company” or “WHEN”) WHEN is a diversified energy, health, and cybersecurity technology company. On April 27, 2020, WHEN completed a reverse triangular merger pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) among the Company, R2GA, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Sub”), UCG, Inc., a Florida corporation (“Seller”), SG 77 Inc., a Delaware corporation and wholly-owned subsidiary of Seller (“SG”), and RNA Ltd., an Israeli company and a wholly owned subsidiary of SG (“RNA”). Under the terms of the Merger Agreement, R2GA merged with and into SG, with SG remaining as the surviving corporation and a wholly-owned subsidiary of the Company (the “Merger”). The Merger became effective as of April 29, 2020. Each of Gaya Rozensweig and George Baumeohl, directors of the Company, are also the sole shareholders and directors of UCG.

1416

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

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

Recent Developments

(i) As previously disclosed, WHEN completed the acquisition of a 26% equity interest in CrossMobile Sp. z o.o, a company formed under the laws of Poland (“CrossMobile”). On March 22, 2022 the Company, CrossMobile and the shareholders of CrossMobile entered into an Investment Agreement (the “Agreement”) pursuant to which the Company is to purchase 26% of the outstanding common share capital of CrossMobile on a fully diluted basis, in consideration of the issuance by the Company to CrossMobile of 10,000,000,000 restricted shares of Company common stock (the “Initial Investment”). Prior to the closing, Mr. Giora Rozensweig, the Company CEO, held 40.67% and Mr. George Baumeohl, a director, held 3.33%, of the issued preferred share capital of CrossMobile). The preferred share capital of CrossMobile provides certain privileges, including the right to participate in CrossMobile shareholder meetings at a rate of two votes for each preferred share and preference as to distribution of dividends at a rate equal to twice the dividends distributed to the holders of the common shares in CrossMobile.

CrossMobile filed an application with the Polish Companies Registrar on June 22, 2022 to increase its share capital in order to effectuate the issuance to WHEN of the CrossMobile ordinary shares representing 26% of the CrossMobile equity interest to WHEN and to register the issuance to CrossMobile of the 10,000,000,000 WHEN shares in consideration thereof. The Companies Registrar approved the requested actions on July 22, 2022 and published on August 1, 2022. The approval and registration by the Polish Companies Registrar is required under local law for CrossMobil to issue to WHEN the CrossMobile ordinary shares representing 26% of CrossMobile. In anticipation of the approval of the increase in the share capital of CrossMobile, WHEN issued to CrossMobile on July 13, 2022 the 10,000,000,000 WHEN shares.

Following the closing of the Initial Investment, Ms. Gaya Rozensweig, a Company director, was appointed to the CrossMobile board of directors and the combined holdings of Giora Rozensweig and WHEN, afford them effective control of the majority of the outstanding voting capital of CrossMobile

Through January 22, 2024, the Company has the option to purchase additional shares of CrossMobile, such that following such additional purchase, the Company would hold approximately 51% of CrossMobile’s outstanding share capital on a fully diluted basis. In the event the Company elects to exercise the option, the Company shall issue such number of restricted shares of common stock of the Company calculated based on pre-money valuation of CrossMobile as determined by an independent appraiser agreed between the Company and CrossMobile. On October 25, 2022, the Company exercised the option to acquire such additional shares of CrossMobile and the Company now holds approximately 51% of CrossMobile’s outstanding share capital on a fully diluted basis. In consideration for the exercise of the option, the Company shall issue to CrossMobile 10,000,000 shares of the Company’s common stock.

~~Following the closing~~Business Overview of the ~~Initial Investment, Ms. Gaya Rozensweig, a Company director, was appointed to the~~ CrossMobile ~~board of directors.~~

~~Following the Initial Investment, the combined holdings of Giora Rozensweig and WHEN, afford them effective control of the majority of the outstanding voting capital of CrossMobile~~

~~Business Overview~~Transaction

We believe that the acquisition of CrossMobile provides an opportunity in our evolution and provides us with a strong foothold in the European market. CrossMobile is part of a limited group of licensed mobile virtual network operators (MVNO) in the European Union.

The global telecom market was valued at $1.6 trillion in 2020 and is expected to grow at 5.4% Compound Annual Growth Rate (CAGR) through 2028¹. The global cybersecurity market was valued at $140 billion in 2021 and is expected to reach $376 billion by 2029². By combining the telecom focus with our existing cyber security product offering, our plan is to bring to market a new standard of service in value added telecom and security solutions for B2B and B2C customers alike.

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

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

1517

By combining the current solutions of these two divisions, WHEN expects to commercialize a new standard of service in value added telecom and security solutions for B2B and B2C customers alike.

Our strategic plan for the next 12 months includes the following

	a.	Integrating IT infrastructure with MNO Telecom operator in Poland on standard packages of Voice, SMS and Data service. (name of Telekom operator will be released in separate announcement)
	b.	Finalizing tests of platform for sales and customer care. This platform will be based on in-house artificial intelligence systems to keep operating costs substantially below market
	c.	Start test of integration with and sales of Data packages

CrossMobile anticipates that it will be able to go live in December 2022 with the following:

	a.	Be in the air with standard packages of Voice, SMS and Data in Poland and International Roaming.
	b.	Generate first invoice for sales of standard packages of Voice, SMS and Data in Poland and International Roaming
	c.	Initiate cooperation with existing or build new MVNO Telecom operators similar to CrossMobile to fully optimize ROI on the investment made in people and IT Systems. Focus areas will be USA, UK, Asia Pacific and selected countries in Europe with high potential.

Key Financial Terms and Metrics

The following discussion summarizes the key factors our management believes are necessary for an understanding of our consolidated financial statements.

Revenues

We currently generate revenues primarily from software license fees.

Research and Development Expenses

The process of researching and developing our product candidates is lengthy, unpredictable, and subject to many risks. We expect to continue incurring substantial expenses through 2023 as we continue to develop our product offerings and adapt them to our new MVNO business. We are unable, with any certainty, to estimate either the costs or the timelines in which those expenses will be incurred..

Our research and development costs include costs are comprised of:

● internal recurring costs, such as personnel-related costs (salaries, employee benefits, equity compensation and other costs), materials and supplies, facilities and maintenance costs attributable to research and development functions; and

● fees paid to external parties who provide us with contract services.

General and Administrative Expenses

General and administrative expenses consist primarily of salaries, employee benefits, equity compensation, and other personnel-related costs associated with executive, administrative and other support staff. Other significant general and administrative expenses include the costs associated with professional fees for accounting, auditing, insurance costs, consulting and legal services, along with facility and maintenance costs attributable to general and administrative functions.

Financial Expenses

Financial expenses consist primarily impact of exchange rate derived from re-measurement of monetary balance sheet items denominated in non-dollar currencies. Other financial expenses include bank’s fees and interest on long term loans.

Comparison of the Three Months Ended ~~June~~September 30, 2022 to the Three Months Ended ~~June~~September 30, 2021

The following table presents our results of operations for the three months ended ~~June~~September 30, 2022 and 2021

	Three Months Ended						Three Months Ended
	June 30						September 30
	2022			2021			2022			2021

Revenues		11,212			48,801			23,726			33,717
Operating Expenses
Research and development expenses		(119,518	)		(81,089	)		(111,570	)		(120,701	)
General and administrative expenses		(147,704	)		(145,169	)		(106,828	)		(466,847	)
Share based compensation expenses		(2,518,832	)		-			(4,529,664	)		(1,459,120	)
Operating loss		(2,774,842	)		(177,457	)		(4,724,336	)		(2,012,951	)
Financing income (expenses), net		33,338			(29,432	)		8,881			(19,519	)
Net loss		(2,741,504	)		(206,889	)		(4,715,455	)		(2,032,470	)

Revenues. Revenues for the three months ended ~~June~~September 30, 2022 and 2021 were ~~$11,212~~$23,726 and ~~$48,801,~~$33,717, respectively. Revenues were comprised primarily of software license fees. The decrease in revenues is primarily related to efforts we undertook in the 2022 period to refocus our resources on the CrossMobile transaction.

Research and Development. Research and development expenses consist of ~~share based compensation,~~ salaries and related expenses, consulting fees, service providers’ costs, related materials and overhead expenses. Research and development expenses ~~increase~~decrease from ~~$81,089~~$120,701 in the three months ended ~~June~~September 30, 2021 to ~~$119,518~~$111,570 during the corresponding period in 2022. The decrease resulted from decrease in salaries and related expenses offset by increase ~~resulted primarily from share based compensation expenses~~in consulting fees..

General and Administrative Expenses. General and administrative expenses consist primarily of salaries and related expenses and other non-personnel related. General and administrative expenses ~~increased~~decreased from ~~$145,169~~$466,847 for the three months ended ~~June~~September 30, 2021 to $~~147,704~~$106,828 during the corresponding period in 2022. The decrease resulted primarily from decrease in professional services expenses.

Financing Expenses, Net. Financing expenses, net for the three months ended ~~June~~September 30, 2021 amounted to ~~$29,432.~~$19,519. Financing income, net for the three months ended ~~June~~September 30, 2022 amounted to ~~$33,338.~~$8,881. The ~~increase~~decrease is mainly due to currency exchange differences between the Dollar and the New Israeli Shekel.

Net Loss. Net loss for the three months ended ~~June~~September 30, 2022 was $~~2,741,504~~$4,715,455 and is primarily attributable to non-cash share based compensation expense of ~~$2,310,512,~~ $4,529,664, research and development and general and administrative expenses.

Comparison of the ~~Six~~Nine Months Ended ~~June~~September 30, 2022 to the ~~Six~~Nine Months Ended ~~June~~September 30, 2021

The following table presents our results of operations for the three months ended June 30 2022 and 2021

	Six Months Ended						Nine Months Ended
	June 30						September 30
	2021			2020			2022			2021

Revenues		43,754			81,450			67,480			115,167
Operating Expenses
Research and development expenses		(243,024	)		(253,860	)		(354,593	)		(374,561	)
General and administrative expenses		(270,341	)		(269,654	)		(377,168	)		(736,501	)
Share based compensation expenses		(3,945,323	)		-			(8,474,989	)		(1,459,120	)
Operating loss		(4,414,934	)		(442,064	)		(9,139,270	)		(2,455,015	)
Financing income (expenses), net		36,634			(30,916	)		45,515			(50,435	)
Net loss		(4,378,300	)		(472,980	)		(9,093,755	)		(2,505,450	)

Revenues. Revenues for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021 were ~~$43,754~~$67,480 and ~~$81,450,~~$115,167, respectively. Revenues were comprised primarily of software license fees. The decrease in revenues is primarily related to efforts we undertook in the 2022 period to refocus our resources on the CrossMobile transaction

Research and Development. Research and development expenses consist of ~~share based compensation,~~ salaries and related expenses, consulting fees, service providers’ costs, related materials and overhead expenses. Research and development expenses ~~increased~~decreased from ~~$253,860~~$374,561 for the ~~six~~nine months ended ~~June~~September 30, 2021 as compared to ~~$243,024~~$354,593 during the corresponding period in 2022. The ~~increase~~decrease resulted primarily from ~~increase~~decrease in ~~share based compensation expenses~~salaries and related expenses..

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~~decreased from ~~$269,654~~$736,501 for the ~~six~~nine months ended ~~June~~September 30, 2021 as compared to $~~270,341~~$377,168 in 2022 during the corresponding period in 2022. The decrease resulted primarily from decrease in professional services expenses.

Financing Expenses, Net. Financing expenses, net for the ~~six~~nine months ended ~~June~~September 30, 2021 amounted to ~~$30,916.~~$50,435. Financing income, net for the ~~six~~nine months ended ~~June~~September 30, 2022 amounted to ~~$ 36,634.~~$45,515. The increase is mainly due to currency exchange differences between the Dollar and the New Israeli Shekel.

Net Loss. Net loss for the ~~six~~nine months ended ~~June~~September 30, 2022 was ~~$4,378,300~~$9,093,755 and is primarily attributable to non-cash share based compensation expense of $~~3,737,003,~~$8,474,989, research and development and general and administrative expenses.

Financial Condition, Liquidity and Capital Resources

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. At ~~June~~September 30 and 2022 and 2021, we had current assets of ~~$1,496,376~~$371,280 and ~~$124,056~~$355,188 respectively, and total assets of ~~$1,752,336~~$5,472,583 and ~~$401,287~~$622,735 respectively. The increase in total assets is primarily due to an increase in our ~~cash balance, payments on account of investment~~investments and ~~prepaid share based payment to service providers~~cash balance. We had current liabilities of ~~$723,498~~$539,617 as compared to ~~$557,613~~$1,297,427 as of ~~June~~September 30, 2022 and 2021, respectively and total liabilities of ~~$3,020,526~~$2,830,399 as compared to ~~$2,856, 829~~$3,649,405 as of ~~June~~September 30, 2022 and 2021, respectively. The ~~increase~~decrease is mainly attributed to the ~~increase~~decrease in the balance of ~~employees~~other accounts liabilities and ~~related institutions, accrued expenses, and increase in loans received from a related party offset by decrease in~~ right of use liabilities arising from operating ~~lease.~~lease offset by increase in accounts payable.

1820

At ~~June~~September 30, 2022, we had a cash balance of ~~$407,979~~$111,436 compared to the cash balance of $46,022 as of December 31, 2021. We have no cash equivalents.

At ~~June~~September 30, 2022, we had a negative working capital of ~~$772,878~~$168,337 as compared with a working capital of $547,972 at December 31, 2021.

In January 2022, the Company received $34,000 from an investor who entered into a subscription agreement with the Company in October 2021 for an investment of $200,000 to be remitted to the Company in periodic three month instalments, representing the second agreed upon instalment amount. In accordance with the terms of his subscription agreement, we issued to the investor a total 340,000,000 shares of our common stock and he is entitled to warrants for an additional 680,000,000 shares of our common stock. In May 2022, we received $40,000 from the same investor, representing the third agreed upon instalment amount to be remitted to the Company. In accordance with the terms of his subscription agreement, we issued to the designees of such investor a total 400,000,000 shares of our common stock and he is entitled to warrants for an additional 800,000,000 shares of our common stock.

During March 2022, the Company and certain investors entered into subscription agreements for a private placement of units of the Company securities in an aggregated amount of $500,000, where each unit (a “Unit” and collectively the “Units”) is comprised of (i) one (1) share of the Company’s Common Stock and (ii) one common stock purchase warrant to purchase an additional share of the Company’s Common Stock through the second anniversary thereof at a per share exercise price of $0.0002. The price per unit is $0.0001. In consideration thereof the holders are entitled to 5,000,000,000 shares of Common Stock and warrants for an additional 5,000,000,000 shares of Common Stock, of which to date 2,500,000,000 shares of Common Stock and warrants for an additional 2,500,000,000 shares of Common Stock have been issued.

During May 2022, the Company entered into subscription agreements with two investors for a private placement of units of the Company securities in an aggregated amount of $250,000, where each unit (a “Unit” and collectively the “Units”) is comprised of (i) one (1) share of the Company’s Common Stock and (ii) two common stock purchase warrants to purchase an additional share of the Company’s Common Stock through the second anniversary thereof at a per share exercise price of $0.0003. The price per unit was $0.0003. In consideration thereof the holders are entitled to 833,333,334 shares of Common Stock and warrants for an additional 1,666,666,668 shares of Common Stock, of which to date the shares of Common Stock and warrants have been issued.

We expect that our existing cash and cash equivalents as well as expected periodic remittances from subscription proceeds will enable us to fund our operations and capital expenditure requirements through March 2023. Our requirements for additional capital during this period will depend on many factors, including the amounts necessary to bring the CrossMobile operations live by December 2022.

We seek to raise any necessary additional capital through a combination of private or public equity offerings, debt financings, collaborations, strategic alliances, licensing arrangements and other marketing and distribution arrangements. To the extent that we raise additional capital through marketing and distribution arrangements or other collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights, future revenue streams, or product candidates or to grant licenses on terms that may not be favorable to us. If we raise additional capital through private or public equity offerings, the ownership interest of our existing stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect our stockholders’ rights. If we raise additional capital through debt financing, we may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern. We have a stockholders’ ~~deficit~~equity of ~~$1,268,160~~$2,642,184 and a negative working capital of ~~$772,878~~$168,337 at ~~June~~September 30, 2022 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.

Off-Balance Sheet Arrangements We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported as specified in the SEC’s rules and forms and that such information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our Interim Chief Executive Officer, 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 June 30, 2022. Based on that evaluation, our management, including our Interim Chief Executive Officer, concluded that our disclosure controls and procedures were not effective as of ~~June~~ September 30, 2022.

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, 2021, our management concluded that our internal control over financial reporting was not effective at December 31, 2021. 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:

●	Material Weakness – We did not maintain effective controls over certain aspects of 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.

●	lack of segregation of duties Significant Deficiencies – Inadequate segregation of duties.

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 ~~June~~September 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

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

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

On June 24, 2022 the Company filed an amended complaint in Palm Beach County, Florida (CASE NO. 50-2020- CA-011735), alleging violation of Fla. Stat. 517.301, seeking declaratory relief with regard to the status of the shares held and transferred by EL, and seeking a temporary injunction with regard to the transfer of any subject shares. The suit was dismissed without prejudice. The Company is currently not pursuing the lawsuit in Florida as the Company’s counterclaim in Delaware referred to above seeks substantially the same redress.

The Company intends to continue to vigorously pursue this action and avail itself of all options lawfully available to it.

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 1A. RISK FACTORS

An investment in the Company’s Common Stock involves a number of very significant risks. You should carefully consider the risk factors included in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on April 14, 2022, in addition to other information contained in our reports and in this quarterly report in evaluating the Company and its business before purchasing shares of our Common Stock. There have been no material changes to our risk factors contained in our Annual Report on Form 10-K for the year ended December 31, 2021.

ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS

~~(i) In January 2022, the Company received approximately $34,000 from an investor who entered into a subscription agreement with the Company~~No Offerings in October 2021for an investment of $200,000, representing the second agreed upon periodic instalment. In accordance with the terms of his subscription agreement, we issued to the such investor in February 2022 a total 340,000,000 shares of our common stock and the investor is entitled to warrants for an additional 680,000,000.

(ii) During May 2022, the Company and two investors entered into subscription agreements for a private placement of units of the Company securities in an aggregated amount of $250,000, where each unit (a “Unit” and collectively the “Units”) is comprised of (i) one (1) share of the Company’s Common Stock and (ii) two common stock purchase warrants to purchase an additional share of the Company’s Common Stock through the second anniversary thereof at a per share exercise price of $0.0003. The price per unit was $0.0003. In consideration thereof the holders are entitled to 833,333,334 shares of Common Stock and warrants for an additional 1,666,666,668 shares of Common Stock, of which to date the shares of Common Stock and warrants have been issued.

~~(iii) In May 2022, the Company received $40,000 from~~ ~~the~~ ~~investor~~ ~~referred to in (i) above~~ who entered into a subscription agreement with the Company in October 2021for an investment of $200,000, representing the third agreed upon instalment amount to be remitted to the Company. In accordance with the terms of his subscription agreement, we issued to the designees of such investor a total 400,000,000 shares of our common stock and he is entitled to warrants for an additional 800,000,000.

(iv) In May 2022, the Company awarded to employees and service providers, including the CEO, options under the Company’s 2021 Equity Incentive Plan to purchase 34,900,000,000 shares of the Company’s common stock, at a per share exercise price of $0.0001 per share, which the exercise price vest as follows: 25% (i.e., 1,500,000,000) option shares vest on the first anniversary of the grant date and the balance in increments of 400,000,000 shares on each subsequent three (3) month anniversary. Of the Options granted, the CEO received options for 5,000,000 shares.

~~(v) In May 2022, in consideration of legal services provided, the Company issued to a consultant 30 million shares of the Company’s common stock.~~July- September?

We relied upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”) by virtue of Section 4(a)(2) thereof and/or Regulation S promulgated by the SEC under the Act with respect to the issuance of such securities.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION:

None

ITEM 6. EXHIBITS

Exhibit Index:

~~10.1~~		~~Investment Agreement dated as of March 22, 2022 among the Company, CrossMobile and the CrossMobile shareholders~~

31.1*		Certification of Interim Chief Executive Officer (Principal Executive Officer and Principal Financial and Accounting Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

32.1*		Certification of Interim Chief Executive Officer (Principal Executive Officer and Principal Financial and Accounting Officer), as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith

2224

SIGNATURES

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

WORLD HEALTH ENERGY HOLDINGS, INC.
(Registrant)

By:	/s/ Giora Rozensweig
	Giora Rozensweig
	Interim Chief Executive Officer
	(Principal Executive Officer and Principal Financial and Accounting Officer)

Date:	~~August 22,~~November 21, 2022

2325

	June 30,			December 31,
	2022			2021
A s s e t s	(Unaudited)
Current Assets
Cash and cash equivalents		407,979			46,022
Accounts receivable, net		12,433			10,022
Payments on account of investment		900,000			900,000
Other current assets		175,964			356,131
T o t a l Current assets		1,496,376			1,312,175

Right Of Use asset arising from operating lease		176,328			201,518
Long term prepaid expenses		22,857			25,723
Property and Equipment, Net		36,153			27,777
Funds in respect of employee rights upon termination		20,652			21,182

T o t a l assets		1,752,366			1,588,375

Liabilities and Shareholders’ Deficit
Current Liabilities
Accounts payable		92,497			80,059
Right Of Use liabilities arising from operating lease		42,733			45,756
Other account liabilities		588,268			638,388
T o t a l current liabilities		723,498			764,203

Liability for employee rights upon retirement		152,663			157,860
Long term loan from parent company		2,012,339			2,012,339
Right Of Use liabilities arising from operating lease		132,026			173,227

T o t a l liabilities		3,020,526			3,107,629

Stockholders’ Deficit
Preferred stock, par $0.0007, 10,000,000 shares authorized, 5,000,000 shares issued and outstanding as of June 30, 2022 and December 31, 2021.		3,500			3,500
Series B Convertible Preferred stock, par $0.0007, 3,870,000 shares authorized, 0 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively.		-			-
Preferred stock, value		3,500			3,500
Common stock, par $0.00001, 750,000,000,000 shares authorized at June 30, 2022 and December 31, 2021. 493,002,741,330 and 488,499,407,996 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively.		66,884,719			66,839,685
Additional paid-in capital		(57,929,134	)		(62,263,494	)
Proceeds on account of shares		250,000			-
Foreign currency translation adjustments		(5,495	)		(5,495	)
Accumulated deficit		(10,471,750	)		(6,093,450	)
T o t a l stockholders’ deficit		(1,268,160	)		(1,519,254	)
T o t a l liabilities and stockholders’ deficit		1,752,366			1,588,375


	Preferred Stock, $0.0007, Par Value				Preferred Stock B, $0.0007, Par Value				Common Stock, $0.0007, Par Value				Additional paid-in capital			Proceeds on account of shares			Foreign currency translation adjustments			Accumulated deficit			Total Company’s stockholders’ deficit
	Number of Shares		Amount		Number of Shares		Amount		Number of Shares		Amount
BALANCE AT JANUARY 1, 2022		5,000,000		3,500		-		-		488,499,407,996		66,839,685		(62,263,494	)		-			(5,495	)		(6,093,450	)		(1,519,254	)
Issuance of shares		-		-		-		-		2,840,000,000		28,400		255,600			-			-			-			284,000
Share based payment to service providers		-		-		-		-		-		-		1,310,239			-									1,310,239
Proceeds on account of shares		-		-		-		-		-		-		-			290,000			-			-			290,000
Comprehensive loss for three month ended March 31, 2022		-		-		-		-		-		-		-			-			-			(1,636,796	)		(1,636,796	)
BALANCE AT MARCH 31, 2022 (Unaudited)		5,000,000		3,500		-		-		491,339,407,996		66,868,085		(60,697,655	)		290,000			(5,495	)		(7,730,246	)		(1,271,811	)
Issuance of shares		-		-		-		-		1,633,333,334		16,333		310,917			(40,000	)		-			-			287,250
Share based payment to employees and service providers		-		-		-		-		30,000,000		300		2,457,605			-			-			-			2,457,905
Comprehensive loss for three month ended June 30, 2022		-		-		-		-		-		-		-			-			-			(2,741,504	)		(2,741,504	)
BALANCE AT JUNE 30, 2022 (Unaudited)		5,000,000		3,500		-		-		493,002,741,330		66,884,719		(57,929,134	)		250,000			(5,495	)		(10,471,750	)		(1,268,160	)

Exercise price	Stock options outstanding		Weighted average remaining contractual life – years		Stock options vested
	As of June 30, 2022
0.0001		48,100,000,000		3.72		3,541,666,667
		48,100,000,000		3.72		3,541,666,667

	As of June 30,		As of December 31,
	2022		2021

Other current assets		-		7,186
Other accounts liabilities		120,000		120,000
Liability for employee rights upon retirement		167,731		213,371
Long term loan from related party		2,012,339		2,012,339