Form 10-Q - Quarterly report [Sections 13 or 15(d)]

Share Name	Share Symbol	Market	Type
World Health Energy Holdings Inc (PK)	USOTC:WHEN	OTCMarkets	Common Stock

	Price Change	% Change	Share Price	Bid Price	Offer Price	High Price	Low Price	Open Price	Shares Traded	Last Trade
	0.0001	100.00%	0.0002	0.0001	0.0002	0.0002	0.0001	0.0001	900,000	15:12:31

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 September 30, 2024; 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 November 19, 2024, there were issued and outstanding 550,834,347,495 shares of the registrant’s common stock, par value $0.00001 per share, were outstanding.

WORLD HEALTH ENERGY HOLDINGS, INC.

Form 10-Q

September 30, 2024

	Page

PART I — FINANCIAL INFORMATION

Item 1 – Financial Statements – Unaudited	4

Condensed Interim Consolidated Balance Sheets – September 30, 2024 and December 31, 2023	5

Condensed Interim Consolidated Statements of Comprehensive loss for the nine and three months ended September 30, 2024 and 2023	6

Condensed Interim Consolidated Statement of Changes in Stockholders’ Deficit for the three and nine months ended September 30, 2024 and 2023	7

Condensed Interim Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023	9

Notes to Condensed Consolidated Financial Statements	10

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3 – Quantitative and Qualitative Disclosures About Market Risk	28

Item 4 – Controls and Procedures	28

Item 1 – Legal Proceedings	29

Item 1A – Risk Factors	29

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds	29

Item 3 – Defaults upon Senior Securities	29

Item 4 – Mine Safety Disclosures	29

Item 5 – Other Information	29

Item 6 – Exhibits	30

Exhibit Index	30

SIGNATURES	31

WORLD HEALTH ENERGY HOLDINGS, INC.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2024

(UNAUDITED)

WORLD HEALTH ENERGY HOLDINGS, INC.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2024

IN U.S. DOLLARS

(UNAUDITED)

TABLE OF CONTENTS

	Page
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
Interim Condensed Consolidated Balance Sheets	5
Interim Condensed Consolidated Statements of Comprehensive Loss	6
Interim Condensed Consolidated Statements of Stockholders’ Equity	7
Interim Condensed Consolidated Statements of Cash Flows	9
Notes to Interim Condensed Consolidated Financial Statements	10- 16

WORLD HEALTH ENERGY HOLDINGS, INC.

CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS

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

	September 30,			December 31,
	2024			2023
Assets
Current Assets
Cash and cash equivalents		59,671			46,435
Accounts receivable, net of allowance for credit losses of $2,842 and $7,545 as of September 30, 2024 and December 31, 2023, respectively		23,824			51,011
Inventory		20,935			4,699
Other current assets		283,787			148,749
Total Current assets		388,217			250,894
Non-current assets
Operating lease right-of-use asset		127,504			116,548
Long term prepaid expenses		24,925			25,496
Property and equipment, net		45,316			55,473
Funds in respect of employee rights upon termination		50,819			56,558
Investment in non-consolidated entity (note 3(ii))		911,379			-
Intangible assets		14,693,958			9,693,958
Total non-current assets		15,853,901			9,948,033
Total assets		16,242,118			10,198,927

Liabilities and Stockholders’ Equity
Current Liabilities
Short term credit		212,617			-
Accounts payable		73,493			106,964
Short term operating lease liability		88,463			56,245
Other current liabilities		741,782			554,928
Total Current Liabilities		1,116,355			718,137
Non-current Liabilities
Liability for employee rights upon retirement		243,090			217,617
Long term loan from parent company		2,012,339			2,012,339
Long term operating lease liability		30,227			49,411
Fair value of commitment to issue shares		396,514			-
Deferred tax liability		872,456			872,456
Total non-current liabilities		3,554,626			3,151,823

Total liabilities		4,670,981			3,869,960
Redeemable shares (Note 3)		5,000,000			-
Stockholders’ Equity (Note 3)
Series A preferred stock $0.0007 par value, 10,000,000 shares authorized, 5,000,000 shares issued and outstanding as of September 30, 2024, and December 31, 2023		3,500			3,500
Preferred stock , value		3,500			3,500
Common stock $0.00001 par value, 750,000,000,000 shares authorized as of September 30, 2024 and December 31, 2023. 545,834,347,495 shares issued as of September 30, 2024 and 520,796,074,663 shares issued at December 31, 2023. 525,834,347,495 shares outstanding as of September 30, 2024 and 500,796,074,663 shares outstanding at December 31, 2023.		67,162,651			67,162,651
Additional paid-in capital		(32,232,220	)		(33,985,758	)
Treasury stock at cost – 20,000,000,000 shares of common stock		(8,000,000	)		(8,000,000	)
Proceeds on account of shares		2,559,998			450,000
Accumulated other comprehensive loss		(30,574	)		(17,779	)
Accumulated deficit		(26,462,611	)		(23,015,196	)
Total Company’s stockholders’ equity		3,000,744			2,597,418
Non-controlling interests		3,570,393			3,731,549
Total stockholders’ equity		6,571,137			6,328,967
Total liabilities and stockholders’ equity		16,242,118			10,198,927

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

WORLD HEALTH ENERGY HOLDINGS, INC.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

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


	Nine months ended						Three months ended
	September 30						September 30
	2024			2023			2024			2023
	(Unaudited)						(Unaudited)

Revenues		123,173			162,784			71,250			27,799
Cost of sales		(86,532	)		-			(51,984	)		-
Gross profit		36,641			162,784			19,266			27,799
Research and development expenses		(1,280,767	)		(1,433,087	)		(456,184	)		(427,965	)
Selling and marketing expenses		(140,504	)		(36,889	)		(46,679	)		(6,693	)
General and administrative expenses		(2,232,494	)		(4,245,311	)		(591,347	)		(1,112,471	)
Operating loss		(3,617,124	)		(5,552,503	)		(1,074,944	)		(1,519,330	)
Finance income (expenses), net		20,846			8,595			28,431			(6,908	)
Loss before equity in net loss of equity investments		(3,596,278	)		(5,543,908	)		(1,046,513	)		(1,526,238	)
Less: Equity in net loss of equity investments		-			(1,117	)		-			(890	)
Net loss		(3,596,278	)		(5,545,025	)		(1,046,513	)		(1,527,128	)
Net loss attributable to non-controlling interests		148,863			52,392			81,535			26,450
Net loss attributable to the Company’s stockholders		(3,447,415	)		(5,492,633	)		(964,978	)		(1,500,678	)

Basic and diluted net loss per share		(0.00	)		(0.00	)		(0.00	)		(0.00	)

Weighted average number of shares outstanding used in computing basic and diluted net loss per share		536,813,361,989			518,983,559,401			542,707,474,474			518,062,280,925

Comprehensive loss:
Net loss		(3,596,278	)		(5,545,025	)		(1,046,513	)		(1,527,128	)
Other comprehensive income (loss) - Foreign currency translation adjustments		(25,088	)		1,535			(28,006	)		13,276
Comprehensive loss		(3,621,366	)		(5,543,490	)		(1,074,519	)		(1,513,852	)
Net - loss attributable to non-controlling interests		148,863			52,392			81,535			26,450
Other comprehensive income attributable to non-controlling interests – Foreign currency translation adjustments		(10,139	)		(1,248	)		(13,723	)		(6,505	)
Comprehensive loss attributable to the Company’s stockholders		(3,482,642	)		(5,492,346	)		(1,006,707	)		(1,493,907	)

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

WORLD HEALTH ENERGY HOLDINGS, INC.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

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


	Series A Preferred Stock				Common Stock
	Number of Shares		Amount		Number of Shares		Amount		Additional paid-in capital			Proceeds on account of shares		Treasury shares			Accumulated Other Comprehensive Income			Accumulated deficit			Total Company’s stockholders’ equity			Non-Controlling Interest			Total stockholders’ equity

BALANCE AS OF DECEMBER 31, 2023		5,000,000		3,500		520,796,074,663		67,162,651		(33,985,758	)		450,000		(8,000,000	)		(17,779	)		(23,015,196	)		2,597,418			3,731,549			6,328,967
CHANGES DURING THE PERIOD OF THREE MONTHS ENDED MARCH 31, 2024:
Share-based payment to employees and services providers		-		-		-		-		972,750					-			-			-			972,750			-			972,750
Proceeds on account of shares		-		-		-		-		-			470,173		-			-			-			470,173			-			470,173
Other comprehensive loss		-		-		-		-		-			-		-			(1,121	)		-			(1,121	)		(1,077	)		(2,198	)
Net loss		-		-		-		-													(1,383,177	)		(1,383,177	)		(24,234	)		(1,407,411	)
BALANCE AS OF MARCH 31, 2024		5,000,000		3,500		520,796,074,663		67,162,651		(33,013,008	)		920,173		(8,000,000	)		(18,900	)		(24,398,373	)		2,656,043			3,706,238			6,362,281
CHANGES DURING THE PERIOD OF THREE MONTHS ENDED JUNE 30, 2024:
Share-based payment to employees and services providers		-		-		-		-		869,292			-		-			-			-			869,292			-			869,292
Proceeds on account of shares		-		-		-		-		-			300,000		-			-			-			300,000			-			300,000
Other comprehensive income		-		-		-		-		-			-		-			2,609			-			2,609			2,507			5,116
Net loss		-		-		-		-													(1,099,260	)		(1,099,260	)		(43,094	)		(1,142,354	)
BALANCE AS OF JUNE 30, 2024		5,000,000		3,500		520,796,074,663		67,162,651		(32,143,716	)		1,220,173		(8,000,000	)		(16,291	)		(25,497,633	)		2,728,684			3,665,651			6,394,335
CHANGES DURING THE PERIOD OF THREE MONTHS ENDED SEPTEMBER 30, 2024:
Share-based payment to employees and services providers		-		-		-		-		601,321			-		-			-			-			601,321			-			601,321
Proceeds on account of shares		-		-		-		-		-			650,000		-			-			-			650,000			-			650,000
Deemed Dividend (Note 4a)		-		-		-		-		(689,825	)		689,825		-			-			-			-			-			-
Other comprehensive loss		-		-		-		-		-			-		-			(14,283	)		-			(14,283	)		(13,723	)		(28,006	)
Issuance of redeemable shares		-		-		25,038,272,832		-		-			-		-			-			-			-			-			-
Net loss		-		-		-		-													(964,978	)		(964,978	)		(81,535	)		(1,046,513	)
BALANCE AS OF SEPTEMBER 30, 2024		5,000,000		3,500		545,834,347,495		67,162,651		(32,232,220	)		2,559,998		(8,000,000	)		(30,574	)		(26,462,611	)		3,000,744			3,570,393			6,571,137

WORLD HEALTH ENERGY HOLDINGS, INC.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

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

	Series A Preferred Stock				Common Stock
	Number of Shares		Amount		Number of Shares		Amount		Additional paid-in capital			Proceeds on account of shares		Treasury shares			Accumulated Other Comprehensive loss			Accumulated deficit			Total Company’s stockholders’ equity			Non-Controlling Interest			Total stockholders’ equity

BALANCE AS OF DECEMBER 31, 2022		5,000,000		3,500		516,302,741,330		67,117,718		(40,614,231	)		-		(8,000,000	)		(2,611	)		(16,035,848	)		2,468,528			3,815,844			6,284,372
CHANGES DURING THE PERIOD OF THREE MONTHS ENDED MARCH 31, 2023:
Issuance of shares		-		-		1,640,000,000		16,400		512,600			-		-			-			-			529,000			-			529,000
Share-based payment to employees and services providers		-		-		-		-		2,219,109			-		-			-			-			2,219,109			-			2,219,109
Other comprehensive loss		-		-		-		-		-			-		-			(2,273	)					(2,273	)		(1,216	)		(3,489	)
Net loss		-		-		-		-													(2,464,300	)		(2,464,300	)		(13,012	)		(2,477,312	)
BALANCE AS OF MARCH 31, 2023		5,000,000		3,500		517,942,741,330		67,134,118		(37,882,522	)		-		(8,000,000	)		(4,884	)		(18,500,148	)		2,750,064			3,801,616			6,551,680
CHANGES DURING THE PERIOD OF THREE MONTHS ENDED JUNE 30, 2023:
Issuance of shares		-		-		2,083,333,333		20,833		279,167			-		-			-			-			300,000			-			300,000
Issuance of shares for investment in an investee		-		-		770,000,000		7,700		146,300			-		-			-			-			154,000			-			154,000
Share-based payment to employees and services providers		-		-		-		-		1,263,005			-		-			-			-			1,263,005			-			1,263,005
Other comprehensive loss		-		-		-		-		-			-		-			(4,211	)					(4,211	)		(4,041	)		(8,252	)
Net loss		-		-		-		-													(1,527,656	)		(1,527,656	)		(12,930	)		(1,540,586	)
BALANCE AS OF JUNE 30, 2023		5,000,000		3,500		520,796,074,663		67,162,651		(36,194,050	)		-		(8,000,000	)		(9,095	)		(20,027,804	)		2,935,202			3,784,645			6,719,847
BALANCE		5,000,000		3,500		520,796,074,663		67,162,651		(36,194,050	)		-		(8,000,000	)		(9,095	)		(20,027,804	)		2,935,202			3,784,645			6,719,847
CHANGES DURING THE PERIOD OF THREE MONTHS ENDED SEPTEMBER 30, 2023:
Share-based payment to employees and services providers		-		-		-		-		1,162,963			-		-			-			-			1,162,963			-			1,162,963
Proceeds on account of shares		-		-		-		-		-			150,000		-			-			-			150,000			-			150,000
Other comprehensive income		-		-		-		-		-			-		-			6,771						6,771			6,505			13,276
Other comprehensive income (Loss)		-		-		-		-		-			-		-			6,771						6,771			6,505			13,276
Net loss		-		-		-		-													(1,500,678	)		(1,500,678	)		(26,450	)		(1,527,128	)
BALANCE AS OF SEPTEMBER 30, 2023		5,000,000		3,500		520,796,074,663		67,162,651		(35,031,087	)		150,000		(8,000,000	)		(2,324	)		(21,528,482	)		2,754,258			3,764,700			6,518,958
BALANCE		5,000,000		3,500		520,796,074,663		67,162,651		(35,031,087	)		150,000		(8,000,000	)		(2,324	)		(21,528,482	)		2,754,258			3,764,700			6,518,958

WORLD HEALTH ENERGY HOLDINGS, INC.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollars except)


	Nine months ended
	September 30,
	2024			2023
	(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss for the period		(3,596,278	)		(5,545,025	)
Adjustments required to reconcile net loss for the period to net cash used in operating activities:
Depreciation		14,493			13,345
Change in liability for employee rights upon retirement		25,473			3,874
Equity in net loss of equity investments		-			1,117
Changes in fair value of commitment to issue shares		(14,863	)		-
Share-based compensation expense		2,443,363			4,700,633
Change in operating lease		2,079			(5,778	)
Change in accounts receivable		27,186			(25,473	)
Change in inventory and in other assets		(59,050	)		5,054
Change in accounts payable		(33,471	)		51,680
Change in other accounts liabilities		(44,834	)		72,699
Net cash used in operating activities		(1,235,902	)		(727,874	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Loans granted to related parties		(91,653	)		(4,028	)
Increase in funds in respect of employee rights upon retirement		5,739			-
Purchase of property and equipment		(4,336	)		(20,986	)
Net cash used in investing activities		(90,250	)		(25,014	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock		-			681,000
Loans received		414,333			-
Proceeds on account of shares		920,173			150,000
Net cash provided by financing activities		1,334,506			831,000

Effect of exchange rate changes on cash and cash equivalents		4,882			1,165

INCREASE IN CASH AND CASH EQUIVALENTS		13,236			79,277

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		46,435			56,346

CASH AND CASH EQUIVALENTS AT END OF PERIOD		59,671			135,623

Supplemental disclosure of cash flow information:
Non cash transactions:
Initial recognition of right-of-use operating lease asset and operating lease liability		64,497			-
Investment in purchase of equity method investment		-			154,000
Redeemable shares issued for the purchase of intangible assets		5,000,000			-
Issue of share in exchange for shares and options received		911,378			-
Issuance of share in exchange for debt		-			144,000

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

WORLD HEALTH ENERGY HOLDINGS, INC.

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – GENERAL

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 a variety of internally developed software programs that it strove to commercialize.

UCG, INC. (the “UCG”) was incorporated on September 13, 2017, under the laws of the State of Florida. The Company wholly-owns the issued and outstanding shares of RNA Ltd. (“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, the Company’s principal shareholder, and RNA. UCG is primarily engaged in the marketing and distribution of cybersecurity-related products.

On April 27, 2020, the Company completed a reverse triangular merger pursuant to which SG 77 Inc., a Delaware corporation (“SG”) and at such time a wholly-owned subsidiary of UCG, became a direct and wholly owned subsidiary of the Company and RNA became an indirect wholly owned subsidiary of the Company through SG (the “SG Merger”).

The SG Merger was accounted for as a reverse asset acquisition. Under this method of accounting, SG was deemed to be the accounting acquirer for financial reporting purposes.

On March 22, 2022, the Company entered into an investment agreement pursuant to which the Company purchased 26% of the outstanding common shares of CrossMobile Sp. z o.o (“CrossMobile”) on a fully diluted basis, in consideration of the issuance by the Company to CrossMobile of 10,000,000,000 restricted shares of the Company’s common stock (the “Initial Investment”). On October 25, 2022, the Company exercised an option to purchase an additional 25% shares of CrossMobile such that following the acquisition, the Company increased its holding from 26% to 51% of CrossMobile’s outstanding common stock on a fully diluted basis. In consideration for the exercise of the Additional Share Purchase Option, the Company issued 10,000,000 restricted common stock on November 28, 2022 to Crossmobile.

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

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

Board and Shareholder Authority for Reverse Stock Split

On May 17, 2023, Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation (“Reverse Stock Split Certificate of Amendment”) in order to effect a reverse stock split of the Company’s common stock pursuant to a range of between 20,000-to-1 and 60,000-to-1 (the “Reverse Stock Split”), when and as determined by the Company’s Board of Directors. Pursuant to the Reverse Stock Split, each one thousand or fifteen thousand shares of common stock, or any other figure within that range, as shall be determined by the Board of Directors at a later time, will be automatically converted, without any further action by the stockholders, into one share of common stock. The Reverse Stock Split Certificate of Amendment will be effective upon receipt of approval from the Financial Industry Regulatory Authority (“FINRA”) for the Reverse Stock Split and the filing with the Secretary of the State of Delaware.

WORLD HEALTH ENERGY HOLDINGS, INC.

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Financial position

The Group is subject to certain inherent risks and uncertainties associated with the development of its business. To date, substantially all the Company’s efforts and investments have been devoted to the growth of its business, organically and inorganically. These investments have historically been funded by raising outside capital, and as a result of these efforts, the Company has generally incurred significant losses and used net cash outflows from operations since inception.

During the nine months ended September 30, 2024, the Company incurred a net loss of $3,447 thousands and used net cash flows in its operations of $1,236 thousands. As of September 30, 2024, the Company had unrestricted cash and cash equivalents of $60 thousands available to fund its operations, and an accumulated deficit of $26,463 thousands.

The Group’s management expects that the Group will continue to generate losses and negative cash flows from operations for the foreseeable future. Based on the projected cash flows and cash balances as of September 30, 2024, management currently is of the opinion that its existing cash will be sufficient to fund operations until the end of the fourth quarter of 2024. As a result, there is substantial doubt regarding the Company’s ability to continue as a going concern.

Management endeavors to secure sufficient financing through the sale of additional equity securities or capital inflows from strategic partnerships. Additional funds may not be available when the Company needs them, on favorable terms, or at all. If the Company is unsuccessful in securing sufficient financing, it may need to cease operations.

The financial statements do not include adjustments for measurement or presentation of assets and liabilities, which may be required should the Company fail to operate as a going concern.

Risk factors

The Group faces 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.

On October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on Israeli population and industrial centers located along Israel’s border with the Gaza Strip and in other areas within the State of Israel. These attacks resulted in extensive deaths, injuries and kidnapping of civilians and soldiers. Following the attack, Israel’s security cabinet declared war against Hamas and a military campaign against these terrorist organizations commenced in parallel to their continued rocket and terror attacks. Following the attack by Hamas on Israel’s southern border, Hezbollah in Lebanon also launched missile, rocket, drone and shooting attacks against Israeli military sites, troops and Israeli towns in northern Israel. In addition, Iran recently launched direct attacks on Israel and has threatened to continue to attack Israel. Iran is also believed to have a strong influence among extremist groups in the region, such as Hamas in Gaza, Hezbollah in Lebanon, the Houthis in Yemen and various rebel militia groups in Syria and Iraq. While currently limited damage was registered in Israel from the Iranian attacks, the situation is developing and could lead to additional wars and hostilities in the Middle East. In October 2024, Israel began limited ground operations against Hezbollah in Lebanon. It is possible that the hostilities with Hezbollah will escalate, and that other terrorist organizations, including Palestinian military organizations in the West Bank, as well as other hostile countries, will join the hostilities. Such hostilities may include terror and missile attacks.

WORLD HEALTH ENERGY HOLDINGS, INC.

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – GENERAL (continued)

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

The intensity and duration of Israel’s current war against Hamas is difficult to predict, as are such war’s economic implications on the Company’s business and operations and on Israel’s economy in general. These events may be intertwined with wider macroeconomic indications of a deterioration of Israel’s economic standing, which may have a material adverse effect on the Company and its ability to effectively conduct its operations.

Since this is an event that is not under the control of the Company, and matters such as the fighting continuing or stopping may affect the Company’s assessments, as at the reporting date the Company is unable to assess the extent of the effect of the war on its business activities and on the business activities of its subsidiaries, and on their medium and long term results. The Company is continuing to regularly follow developments on the matter and is examining the effects on its operations and the value of its assets.

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

Unaudited Interim Financial Statements

The accompanying unaudited condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, the financial statements presented herein include all material adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the financial condition, results of operations and cash flows for the nine-months ended September 30, 2024. However, these results are not necessarily indicative of results for any other interim period or for the year ended December 31, 2024.

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 on published on the OTCIQ, for the year ended December 31, 2023 from which the accompanying condensed consolidated balance sheet dated December 31, 2023 was derived.

Principles of Consolidation

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

Use of Estimates

The preparation of condensed interim consolidated financial statements in conformity with GAAP 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 as of the date of the financial statements. Actual results could differ from those estimates.

WORLD HEALTH ENERGY HOLDINGS, INC.

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

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

Redeemable shares

The Company records its redeemable shares at fair value less issuance costs on the dates of issuance. The Company has classified its redeemable shares as temporary equity (mezzanine) on the consolidated balance sheet between liabilities and equity, due to redemption rights that are deemed outside of the Company’s control and are measured at their redemption values at the end of each period.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is intended to provide enhanced segment disclosures. The standard will require disclosures about significant segment expenses and other segment items and identifying the Chief Operating Decision Maker and how they use the reported segment profitability measures to assess segment performance and allocate resources. These enhanced disclosures are required for all entities on an interim and annual basis, even if they have only a single reportable segment. The standard is effective for years beginning after December 15, 2023 and interim periods within annual periods beginning after December 15, 2024. The Company does not believe that adoption of this ASU will have a material impact on the Company’s consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to provide enhancements to annual income tax disclosures. The standard will require more detailed information in the rate reconciliation table and for income taxes paid, among other enhancements. The standard is effective for years beginning after December 15, 2024, early adoption is permitted. The Company does not believe that adoption of this ASU will have a material impact on the Company’s consolidated financial statements.

NOTE 3 –EVENTS DURING THE PERIOD

(i)

On July 2, 2024, the Company, entered into and executed an agreement (the “IHQ Agreement”) with Intent HQ Limited (“IHQ”), a company incorporated under the laws of England and Wales pursuant to which IHQ invested and granted the Company a worldwide, royalty-free, perpetual, nonexclusive, sublicensable, irrevocable license to IHQ’s Edge SDK, in both source-code and object-code formats and associated documentation (collectively, the “Perpetual License”). In consideration of the Perpetual License the Company issued 25,038,272,832 shares (the “Consideration Shares”) of Company’s common stock (the “Common Stock”). The Consideration Shares represents approximately 4.8% of the issued and outstanding share capital of the Company following such issuance. Under the terms of the IHQ Agreement, IHQ also undertook to provide professional consulting services to enable the Company to implement, develop and commercialize its own and joined products based on the product materials or any portions or derivative works thereof, all subject to the terms and conditions set forth therein.

The strategic alliance represented by this agreement aims to leverage WHEN’s cybersecurity products in combination with IHQ’s modules to introduce to the market novel products in the cybersecurity field applicable to both the business and individual level.

The IHQ Agreement provides that the Consideration Shares are subject to a Lock Up Agreement for a period of 12 months from the date of their issuance, but the lock up would be automatically canceled on the date of the Uplisting (as defined below). In addition, the lock up may be cancelled unilaterally by IHQ, in its sole discretion, in which case the Perpetual License will be considered fully paid. Under the terms of the IHQ Agreement, the Company undertook to complete an uplisting (the “Uplisting”) of its shares of Common Stock on NYSE, NASDAQ or the Chicago Board Options Exchange prior to June 28, 2025 (the “Uplisting Target Date”).

WORLD HEALTH ENERGY HOLDINGS, INC.

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Under the terms of the IHQ Agreement, the Company may at any time prior to the Uplisting Target Date, at its sole discretion without any obligation whatsoever, pay IHQ in cash $5 million dollar as a license fee for the Perpetual License, upon which the entirety of the Consideration Shares shall be returned to the Company. If the Uplisting occurs on or before the Uplisting Target Date, then upon Uplisting the Perpetual License shall be deemed to have been fully paid for by the issuance of the Consideration Shares, and all of IHQ’s rights of termination of the Agreement and rights related to cancellation of Lock Up shall terminate and no longer be in force and effect. However, if the Uplisting does not occur before the Uplisting Target Date and, or the Company has not paid $5 million license fee for the Perpetual License, then IHQ has the right, within 30 days of the Uplisting Target Date, to terminate the Agreement and return to WHEN all of the Consideration Shares.

In the event that the Company or a subsidiary will raise funds on or prior to December 28, 2025 (the “Target Fundraise Period”) in connection with, from or relating to the Uplisting (whether or not the Uplisting ultimately occurs) for a specified amount (the “Target Fundraise”), the Company is obligated to pay IHQ a marketing advisory fee at a specified the rate for each dollar cumulatively raised during the Target Fundraise Period over and above the Target Fundraise.

The Company estimated the value of the Perpetual License purchased at $5,000,000 based on the fair value of Company’s shares at the agreement date. In addition, the Company determined that in certain circumstances, beyond its control, the Consideration Shares may be obligated to be redeemed and therefore, classified the Consideration Shares as temporary equity pursuant to the guidance in ASC 815-40-25.

(ii)

On August 14, 2024, the Company, entered into and executed an agreement (the “Terra Zone Agreement”) with Terra Zone Ltd. (“Terrz Zone”), a company incorporated under the laws of Israel pursuant to which the Company purchased 448,029 ordinary shares of Terra Zone, representing 4% of the issued and outstanding shares of Terra Zome on a fully diluted basis immediately following the issuance, in consideration for the Company’s agreement to issue to Terra Zone 5,000,000,000 shares of the Company’s common stock. In addition, the parties agreed to a Mutual Option, exercisable by either of the parties through the second anniversary of the closing of the Terra Zone Agreement, to acquire additional shares of the other. Under the Mutual Option, the Company is entitled to purchase an additional 446,697 ordinary shares of Terra Zone in consideration of the issuance by the Company of 5,208,338,520 shares common stock of the Company and Terra Zone is entitled to exercise the Mutual Option for the same number of the Company’s common stock.

Terra Zone is engaged in the cybsersecurity field. On August 14, 2024, the Company and Terra Zone entered into the Technology Cooperation Agreement pursuant to which the parties will cooperate as reasonably required so that their security solutions interoperate, by integrating Terra Zone’s unique technology with WHEN’s intelligence cyber and security business solution, the parties intend to bring to market an endpoint security solution intended to enable organizations to precisely identify and isolate any entity—whether working remotely or within the corporate network—ensuring that only authorized users can access critical resources while remaining completely isolated from the broader network.

Under the terms of the technology cooperation agreement, the parties undertook to develop and commercialize the Bundled Solution. The parties also agreed that of the net sales received from the parties from the Bundled Solution in an aggregate amount of up to eight million ($8,000,000), except for certain specified fees, 75% of such amount shall be for the account of WHEN and the balance for Terra Zone. Any amounts of net sales in excess of eight million ($8,000,000) shall be distributed to the parties in equal measure.

As of September 30, 2024, Terra Zone issued its share to the Company while the Company issued its shares to Terra Zone at October 25, 2024.

The Company estimated the value of the Terrz Zone’s shares based on the fair value of Company’s shares as the agreement date, at $500,000.

The fair value of the Mutual Option was estimated using the Black-Scholes option pricing model. The assumptions used to perform the calculations as of September 30, 2024 and the agreement date, are detailed below:

	September 30, 2024			August 14, 2024
Expected volatility (%)		169.4	%		174.0	%
Risk-free interest rate (%)		3.66	%		3.93	%
Expected dividend yield		0.0	%		0.0	%
Contractual term (years)		1.87			2.00
Conversion price		0.0001			0.0001
Underlying share price (U.S. dollars)		0.0001			0.0001
Fair value (U.S. dollars in thousands)		396,515			411,378

NOTE 4 – COMMON STOCK

	a.	During the nine months ended September 30, 2024, the Company received subscription proceeds of $919,767 under the November 1, 2022, investment agreement with Mr. Baumeohl in respect of which he was entitled to 2,299,417,500 shares of the Company’s common stock, at a per share price of $0.0004. On August 14, 2024 the Company and Mr. Baumoehl entered into an amendment to the November 1, 2022 investment agreement according to which, investments aggregated to $919,767, will be priced at a per share purchase price of $0.0001, retroactive to January 1, 2024, in respect of which Mr. Baumeohl is entitled to 9,197,670,000 shares of the Company’s common stock. The Company viewed the amendment as a down round feature and recorded its value as deemed dividend.
	b.	On July 22, 2024, the Company issued 25,038,272,832 shares (the “Consideration Shares”) of Company’s common stock per share, in consideration for Perpetual License (see note 3(i) above).

WORLD HEALTH ENERGY HOLDINGS, INC.

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 - STOCK OPTIONS

The following table presents the Company’s stock option activity during the three and nine months ended September 30, 2024:

SCHEDULE OF STOCK OPTION ACTIVITY

	Number of Options		Weighted Average Exercise Price
Outstanding at December 31,2023		36,602,000,000		0.0001
Granted		-		-
Exercised		-		-
Forfeited or expired		-		-
Outstanding at March 31,2024		36,602,000,000		0.0001
Granted		2,000,000,000		0.0001
Exercised		-		-
Forfeited or expired		-		-
Outstanding at June 30,2024		38,602,000,000		0.0001
Granted		-		-
Exercised		-		-
Forfeited or expired		-		-
Outstanding at September 30,2024		38,602,000,000		0.0001
Number of options exercisable at September 30, 2024		20,525,500,000		0.0001

The aggregate intrinsic value of the awards outstanding as of September 30, 2024 is 0. These amounts represent the total intrinsic value, based on the Company’s stock price of $0.0001 as of September 30, 2024, 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 September 30, 2024, have been separated into exercise prices, as follows:

Exercise price	Stock options outstanding		Weighted average remaining contractual life – years		Stock options vested
	As of September 30, 2024
0.0001		38,602,000,000		2.13		20,525,500,000
		38,602,000,000		2.13		20,525,500,000

The stock options outstanding as of September 30, 2023, have been separated into exercise prices, as follows:

Exercise price	Stock options outstanding		Weighted average remaining contractual life – years		Stock options vested
	As of September 30, 2023
0.0001		46,602,000,000		3.02		12,100,000,000
		46,602,000,000		3.02		12,100,000,000

WORLD HEALTH ENERGY HOLDINGS, INC.

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 - STOCK OPTIONS (continue)

Compensation expense recorded by the Company in respect of its stock-based compensation awards for the nine and three months ended September 30, 2024 were $2,443,363 and $601,321, respectively and for the nine and three months ended September 30, 2023 were $4,700,633 and $1,162,963, respectively. The compensation expenses are included in the Statements of Operations.

As of September 30, 2024, the total share-based compensation costs not yet recognized related to unvested stock options was $2,218,215, which is expected to be recognized over the weighted-average remaining requisite service period of 1.25 years

NOTE 6 – RELATED PARTIES

Transactions and balances with related parties

SCHEDULE OF RELATED PARTY EXPENSES

	Nine months ended September 30				Three months ended September 30
	2024		2023		2024		2023
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)

General and administrative expenses:
Salaries and fees to officers		979,506		1,940,058		258,031		519,897
(*) of which share based compensation		851,006		1,788,288		216,548		458,692

Research and development expenses:
Salaries and fees to officers		127,078		195,342		35,457		58,128
(*) of which share based compensation		62,375		118,513		14,554		27,029

Balances with related parties and officers:

	As of September 30,		As of December 31,
	2024		2023
	(Unaudited)

Other current assets		113,723		62,647
Other accounts liabilities		117,538		113,615
Liability for employee rights upon retirement		136,762		129,768
Long term loan from related party (*)		2,012,339		2,012,339

(*)

Received from UCG by December 31, 2021. The loan bears no interest.

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, 2023 as filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2024. 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. 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.

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.

Overview

World Health Energy Holdings (“WHEN” or the “Company” or “us” ) is primarily engaged in the global telecom and cybersecurity technology field. On April 27, 2020, WHEN completed a reverse triangular merger pursuant to which SG 77 Inc., a Delaware corporation (“SG”) and at such time a wholly-owned subsidiary of UCG, the Company’s principal shareholder, became a direct and wholly owned subsidiary of the Company and RNA Ltd. became an indirect wholly owned subsidiary of the Company through SG. Each of Gaya Rozensweig and George Baumeohl, directors of the Company, are also the sole shareholders and directors of UCG.

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

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

Acquisition of CrossMobile

On March 22, 2022 the Company, CrossMobile Sp z o.o., a company formed under the laws of Poland (“CrossMobile”) and the shareholders of CrossMobile (of which our CEO, Giora Rosenzweig, holds 40.67% and George Baumeohl, a director, holds 3.33%, of the issued preferred share capital of CrossMobile), entered into an Investment Agreement (the “Agreement”) pursuant to which the Company purchased in July 2022 an initial 26% equity stake 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 . In addition, for 18 months following the date of the Agreement, the Company has the option to purchase additional shares of CrossMobile, (the “Additional Share Purchase Option”), such that following such additional purchase, the Company shall hold approximately 51% of CrossMobile’s outstanding share capital on a fully diluted basis. On October 25, 2022, the Company exercised the Additional Share Purchase Option to acquire such additional shares of CrossMobile and the Company now holds approximately 51% of CrossMobile’s outstanding share capital on a fully diluted basis and proportionally voting rights. In consideration for the exercise of the Additional Share Purchase Option, the Company issued to CrossMobile an additional 10,000,000 shares of the Company’s common stock.

CrossMobile provides public mobile telephone services in Europe, (without its own radio infrastructure) We believe that the acquisition of CrossMobile provides an opportunity in our evolution and provides us with a strong foothold in the European mobile telecom market. CrossMobile is planning to roll-out a comprehensive suite of value-added services for B2B and B2C customers in the telecom industry.

With our involvement in CrossMobile, we expect to provide advanced cybersecurity solutions and other next-generation value-added services to CrossMobile’s future product offerings.

The global telecom services market size was valued at USD $172.32 billion in 2023 and is expected to expand at a compound annual growth rate (CAGR) of 6.2% from 2023 to 2030 ¹. The global cyber security market size is projected to grow from billion in 2023 to $424.97 billion in 2030, at a CAGR of 4.51%² during the forecast years. By combining the telecom focus with our existing cyber security product offering, our plan is to bring to market a new standard of service in value added telecom and security solutions for B2B and B2C customers alike.

Through the date of this report, CrossMobile signed up approximately 4,500 paying subscribers, including B2B and B2C subscribers. CrossMobile intends during the next 12 months to build a strong telecom brand empowered by ‘state of the art’ technology, competitive pricing and a product mix including proprietary AI and WHEN’s cybersecurity solutions.

Acquisition of Instaview

On Feb. 26, 2023 we completed the acquisition of an initial 26% of Instaview Ltd. (“Instaview”), an emerging technology company in the field of AI-based image processing systems, thermal cameras, home and enterprise security, livestock tracking and control appliances plus much more.

Instaview is engaged in the field of image processing systems and thermal cameras. Over the past 18 years, Instview has provided innovative security and managing solutions in hundreds of projects in Israel and overseas.

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

Transaction with Intent HQ

On July 2, 2024, the Company, entered into an agreement (the “HQ Agreement”) with Intent HQ Limited (“IHQ”), a company incorporated under the laws of England and Wales pursuant to which IHQ Invested and granted the Company a worldwide, royalty-free, perpetual, nonexclusive, sublicensable, irrevocable license to IHQ’s Edge SDK, in both source-code and object-code formats and associated documentation (collectively, the “Perpetual License”). In consideration of the Perpetual License the Company issued 25,038,272,832 shares (the “Consideration Shares”) of Company’s common stock, par value $0.00001 per share (the “Common Stock”). IHQ also undertook to provide professional consulting services to enable the Company to implement, develop and commercialize its own and joined products based on the product materials or any portions or derivative works thereof, all subject to the terms and conditions set forth therein.

1 Grand View Research, from https://www.grandviewresearch.com/industry-analysis/global-telecom-services-market

2 https://www.fortunebusinessinsights.com/industry-reports/cyber-security-market-101165

The Agreement provides that the Consideration Shares are subject to a Lock Up Agreement for a period of 12 months from the date of their issuance, but the lock up would be automatically canceled on the date of the Uplisting (as defined below). In addition, the lock up may be cancelled unilaterally by IHQ, in its sole discretion, in which case the Perpetual License will be considered fully paid. Under the terms of the Agreement, the Company undertook to complete an uplisting (the “Uplisting”) of its shares of Common Stock on NYSE, NASDAQ or the Chicago Board Options Exchange prior to June 28, 2025 (the “Uplisting Target Date”).

Under the terms of the Agreement, the Company may at any time prior to the Uplisting Target Date, at its sole discretion without any obligation whatsoever, pay IHQ in cash $5 million dollar as a license fee for the Perpetual License, upon which the entirety of the Consideration Shares shall be returned to the Company. If the Uplisting occurs on or before the Uplisting Target Date, then upon Uplisting the Perpetual License shall be deemed to have been fully paid for by the issuance of the Consideration Shares, and all of IHQ’s rights of termination of the Agreement and rights related to cancellation of Lock Up shall terminate and no longer be in force and effect. However, if the Uplisting does not occur before the Uplisting Target Date and, or the Company has not paid $5 million license fee for the Perpetual License, then IHQ has the right, within 30 days of the Uplisting Target Date, to terminate the Agreement and return to WHEN all of the Consideration Shares.

Transaction with Terra Zone Ltd.

On August 14, 2024, the Company, entered into and executed an agreement (the “Agreement”) with Terra Zone Ltd. (“Terrz Zone”), a company incorporated under the laws of Israel pursuant to which the Company purchased 448,029 ordinary shares of Terra Zone, representing 4% of the issued and outstanding shares of Terra Zome on a fully diluted basis immediately following the issuance, in consideration for the Company’s agreement to issue ot Terrz Zone 5,000,000,000 shares of the Company’s common stock. In addition, the parties agreed to a mutual option, exercisable by either of the parties through the second anniversary of closing, to acquire additional shares of the other. Under the mutual option, the Company is entitled to purchase an additional 446,697 ordinary shares of Terra Zone in consideration of the issuance by the Company of 5,208,338,520 shares common stock of the Company and Terra Zone is entitled to exercise the mutual option for the same number of the Company’s common stock.

Terra Zone is engaged in the cybsersecurity field. On August 14, 2024, the Company and Terra Zone entered into the Technology Cooperation Agreement pursuant to which the parties will cooperate as reasonably required so that their security solutions interoperate. By integrating Terra Zone’s unique technology with WHEN’s WHEN’s advanced intelligence cyber and security business solution, the parties intend to bring to market an endpoint security solution intended to enable organizations to precisely identify and isolate any entity—whether working remotely or within the corporate network—ensuring that only authorized users can access critical resources while remaining completely isolated from the broader network.

The collaboration between WHEN and TerraZone highlights their commitment to advancing security measures in the micro-segmentation industry. As cyber threats evolve, the demand for adaptive security solutions that can operate seamlessly across various network environments is imperative. Together, WHEN and TerraZone are are aiming to deliver a comprehensive security solutions that address the complexities of the current corporate infrastructures.

Under the terms of the technology agreement, the parties undertook to develop and commercialize the bundled product. The parties also agreed that of the net sales received from the parties from the Bundled Solution in an aggregate amount of up to eight million ($8,000,000), except for certain specified fees, 75% of such amount shall be for the account of WHEN and the balance for Terra Zone. Any amounts of net sales in excess of eight million ($8,000,000) shall be distributed to the parties in equal measure

Combined WHEN Product Offerings

Our product offerings are comprised of three complementary segments, namely

	1.	Cyber Care, which is the long standing and core business segment of WHEN

	2.	AI based image processing systems such as audio-video systems and security cameras solutions being an off-line extension of the on-line Cyber Care services entered through the acquisition of 26% shares in Instaview

	3.	Mobile telecom GSM which is a new business segment, linking the off and on line business segments entered through the recent acquisition of CrossMobile

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

Cyber Care

B2B Offerings—Our B2B Cybersecurity system software development and implementation program focuses on developing a threat management software that provides innovative solutions for the constantly evolving cyber challenges of businesses, non-governmental organizations (NGO’s) and governmental entities.

In 2021 we launched OTOGRAPH, our comprehensive cybersecurity and information security system, to enable business enterprises to monitor, analyze and prevent suspicious or harmful behavior on corporate networks and connected devices. The OTOGRAPH is designed to analyze and prevent internal or external abuse or abnormal activity on enterprise devices, such as PCs, mobile phones, servers or any other operating system (OS)-based Internet of things (IOT) devices. IoT devices are the nonstandard computing devices that connect wirelessly to a network and have the ability to transmit data.

The rapid transition to open and cloud-based remote workforce has exposed businesses and organizations across the world to higher risks of cyber-attacks and information security breaches. To enable businesses to better protect their data and workflow, we developed a Business Behavioral Analysis (BBA) system that enables business leaders to track all activity from any given location on a one-stop dashboard. Developed over the past two years, OTOGRAPH provides aggregated data and a wide variety of real-time analytics such as real time monitoring of online behavior, applications and system behavior, data breaches, internal and external connections analytics, productivity analysis and psycholinguistic analysis. Corporations and organizations can then use the dashboard to detect suspicious human or device activities that put their company at risk.

OTOGRAPH was developed based on based on a state of the art intelligence technology combined with AI technology that processes and analyzes massive amounts of behavioral and communication data and enables organizations to make real time accurate preventive assessments and decisions to protect company assets and ensure operational efficiency. OTOGRAPH deploys a unique Business Behavioral Analysis (BBA) machine learning software. Behavioral digital data is extracted from all endpoint devices that are connected to the company’s network infrastructure – whether physically, wirelessly or remotely. The data is processed and analyzed to learn and to reveal the unique digital behavioral pattern of the organization as a whole and of every endpoint or individual.

OTOGRAPH then sets baselines of normal patterns for each, and constantly searches for anomalies – deviations from those expected patterns. The anomalies are detected automatically and instantly, categorized by their type and generate push alerts which are sent to the business leader’s dashboard and enabling him to respond to the threat.

OTOGRAPH is continuously learning and calibrating the normal patterns and their thresholds to minimize the number of false alarms and constantly adapt to the changing needs of organizations in real time. Our B2C Cybersecurity division targets families concerned with external cyber threats and exposures in addition to monitoring a child’s behavioral patterns that may alert parents to potential tragedies caused by cyber bullying, pedophiles, other predators, and depression.

B2C

SG’s Parental System offers a comprehensive solution which is designed to enable parents wishing to observe their children’s online 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 Android phones and devices. The key elements of our proprietary solutions include the following: analysis of all incoming and outgoing written data; analysis of all incoming and outgoing audio communication; real time location tracking; environmental surroundings analysis; and cyber activity analysis.

The Parental System has similar features to those of the B2B yet tailored to fit the needs of parents and guardians to protect their children. Such variations focus on online behavioral patterns whether vocally, via short message service (“SMS”) or social media platforms. If there is a change in behavior patterns, the product is designed to immediately send the parent or adult guardian an alert. For example, as stated in several international reports, one of the identifiable indicators before suicide is social withdrawal, something which today appears as a significant decrease in text message exchanges. The system categorizes this decrease as a red flag. Moreover, there are certain words and phrases which increase in use prior to suicide which the system will detect these it will put them in the red flag category.*

* https://www.mayoclinic.org/healthy-lifestyle/tween-and-teen-health/in-depth/teen-suicide/art-20044308

While analyzing voice calls based on; tone of speech, lengths of the conversation and the frequency of calls, Parental System Analytics is capable of identifying changes in behavioral patterns and flagging these changes. For example, studies showed that with deteriorating mental health, the frequency of calls decreases and the sentences along with the length of the conversations get shorter. Any such discrepancy in behavior patterns will send a real time alert to the parent or legal guardian, potentially avoiding a tragedy.

Strategy Cyber Care: We believe that the technology underlying our product offering is our primary competitive advantage. The strength of our solution is driven by several proprietary technologies and methodologies that we have developed, coupled with how we have combined them into our highly versatile platform incl. the mobile telecom platform discussed below. These advantages enable our end users to

	●	Prevent trade secret and data leakage;

	●	Protect against hackers;

	●	Minimize loss of productivity;

	●	Detect embezzlements and thefts;

	●	Defend employees from harassments;

	●	Prevent talent and client poaching;

	●	Avoid human errors;

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

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

The Company’s go-to-market strategy focuses principally on generating revenue from software, services and licensing. The Company intends to drive revenue growth and to achieve margins that are consistent with those of other enterprise software companies.

We currently intend to sell substantially all of our products and services to distributors and resellers, which will sell to end-user customers, which we refer to in this report as our customers.

The implementation of our strategies is subject to our raising significant cash resources, of which no assurance can be provided that we will be successful in raising the needed capital on commercially reasonable terms. As of the date of this prospectus, we have no commitments for any capital raise.

Mobile telecom GSM

Following the first step, our next planned strategy is to add the advanced B2B and B2B Cyber Care bundled with the audio-video systems and security cameras solution and offer them as an integrated part of our GSM solutions. This will give our B2B the possibility to use the AI and BBA as a tool to increase not only security but as well efficiency in sales organizations where soft skills, emotions and personal relations are crucial.

In respect to the B2C market our strategy is to give families a tool to protect their assets and entire households in particular kids or pets and evenelderly members being fragile newcomers in the world of e-commerce, on-line banking and on-line dating.

The third step expected to be initiated in fourth quarter of 2024 is to copy and paste the same scenario of combining Cyber Care and Mobile Telecom to other selected markets in North Africa, the USA and Europe.

Bundled Security Offering

Under the agreement with Terra Zone, WHEN and Tera Zone intend to bring to market an endpoint security solution intended to enable organizations to precisely identify and isolate any entity—whether working remotely or within the corporate network—ensuring that only authorized users can access critical resources while remaining completely isolated from the broader network.

Comparison of the Three Months Ended September 30, 2024 to the Three Months Ended September 30, 2023

	Three months ended September 30, 2024
	2024			2023

Revenues	$	71,250			27,799
Cost of revenues		(51,984	)		-
Gross profit		19,266			27,799
Operating Expenses
Research and development expenses		(456,184	)		(427,965	)
Selling and marketing expenses		(46,679	)		(6,693	)
General and administrative expenses		(591,347	)		(1,112,471	)
Operating loss		(1,074,944	)		(1,519,330	)
Financing income (expenses), net		28,431			(6,908	)
Loss before equity in net loss of equity investments		(1,046,513	)		(1,526,238	)
Less: Equity in net loss of equity investments		-			(890	)
Net loss		(1,046,513	)		(1,527,128	)
Net loss attributable to non-controlling interests		81,535			26,450
Net loss attributable to the Company’s stockholders		(964,978	)		(1,500,678	)

Revenues

Our total revenue consists of sales of our products and services.

Cost of revenues

Our cost of revenues includes cost of products sold.

Operating Expenses

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

Research and Development Expenses, net

We expect to continue incurring substantial expenses for the next several years as we continue to develop our product lines. We are unable, with any certainty, to estimate either the costs or the timelines in which those expenses will be incurred. The design and development activities will consume a large proportion of our current, as well as projected, resources.

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, such as preclinical testing, manufacturing and related testing and clinical trial activities.

The following table discloses the breakdown of research and development expenses:

	Three Months Ended September 30,
	2024		2023
Salaries and related expenses	$	78,219	$	12,161
Share-based compensation expenses		152,521		298,617
Subcontractors and other development costs		202,573		104,899
Depreciation and amortization		4,678		4,772
Rent and office maintenance		18,193		855
Other expenses		-		6,661
Total	$	456,184	$	427,965

Selling and Marketing Expenses

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

The following table discloses the breakdown of selling and marketing expenses:

	Three Months Ended September 30,
	2024		2023
Salaries and related expenses		38,069		6,693
Other expenses		8,610
Total	$	46,679	$	6,693

We expect that our selling and marketing expenses will increase as we continue to increase our selling and marketing efforts in 2024 following the acquisition of Cross Mobile and our marketing efforts to build new Telecom operators with standard packages of Voice, SMS and Data in Poland and International Roaming.

General and Administrative Expenses

General and administrative expenses consist primarily of salaries and related expenses, professional services, rent and office maintenance and other non-personnel related expenses.

The following table discloses the breakdown of general and administrative expenses:

	Three Months Ended September 30
	2024		2023
Salaries and related expenses	$	63,951		98,457
Share-based compensation expenses		448,802		829,943
Professional services		54,307		141,487
Rent and office maintenance		24,287		2,472
Other expenses		-		40,112
Total	$	591,347	$	1,112,471

Revenues

Revenues for the three months ended September 30, 2024 and 2023 were $71,250 and $27,799, respectively. The increase in our revenues resulted primarily from increase in sale of products in Israel.

Research and Development Expenses. Research and development expenses consist of salaries and related expenses, share-based compensation expenses, consulting fees, service providers’ costs and overhead expenses. Research and development expenses increased from $427,965 during the three months ended September 30, 2023 to $456,184 during the three months ended September 30, 2024. The increase resulted primarily from an increase in consulting fees and service providers’ costs associated with our development activities as well as in rent and maintenance costs partially offset by decrease in non-cash share-based compensation expenses.

Selling and Marketing Expenses. Selling and marketing expenses consist primarily of salaries and related expenses. Selling and marketing expenses for the three months ended September 30, 2024 amounted to $46,679 as compared to $6,693 for the three months ended September 30, 2023. The increase in our Selling and marketing expenses resulted primarily from increase in salaries and related expenses and in other selling and marketing expenses.

General and Administrative Expenses. General and administrative expenses consist primarily of salaries and related expenses, share-based compensation expenses and other non-personnel related expenses such as legal expenses. General and administrative expenses decreased from $1,112,471 for the three months ended September 30, 2023 to $591,347 in the three months ended September 30, 2024. The decrease is primarily attributed to the decrease in non-cash share-based compensation expenses and professional services expenses.

Financing Income (expenses), Net. Financing income, net amounted to $28,431 as compare to financing expenses of $6,908 for the three months ended September 30, 2023 . The increase in financing income, net is mainly a result of currency exchange differences between the Dollar and the New Israeli Shekel.

Net Loss. As a result of the foregoing, our net loss for the three months ended September 30, 2024 was $1,046,513 compared to $1,527,128 for the three months ended September 30, 2023.

Comparison of the Nine Months Ended September 30, 2024 to the Nine Months Ended September 30, 2023

Summary of Results of Operations

	Nine months ended
	September 30
	2024			2023

Revenues	$	123,173			162,784
Cost of revenues		(86,532	)		-
Gross profit		36,641			162,784
Operating Expenses
Research and development expenses		(1,280,767	)		(1,433,087	)
Selling and marketing expenses		(140,504	)		(36,889	)
General and administrative expenses		(2,232,494	)		(4,245,311	)
Operating loss		(3,617,124	)		(5,552,503	)
Financing income, net		20,846			8,595
Loss before equity in net loss of equity investments		(3,596,278	)		(5,543,908	)
Less: Equity in net loss of equity investments		-			(1,117	)
Net loss		(3,596,278	)		(5,545,025	)
Net loss attributable to non-controlling interests		148,863			52,392
Net loss attributable to the Company’s stockholders		(3,447,415	)		(5,492,633	)

Revenues

Our total revenue consists of sales of our products and services.

Operating Expenses

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

Research and Development Expenses, net

Our research and development costs include costs are comprised of:

● fees paid to external parties who provide us with contract services, such as preclinical testing, manufacturing and related testing and clinical trial activities.

The following table discloses the breakdown of research and development expenses:

	Nine Months Ended June 30
	2024		2023
Salaries and related expenses	$	226,076	$	185,844
Share-based compensation expenses		623,467		1,049,008
Subcontractors and other development costs		294,636		119,618
Depreciation and amortization		14,493		13,345
Rent and office maintenance		76,755		47,944
Other expenses		45,340		17,328
Total	$	1,280,767	$	1,433,087

Selling and Marketing Expenses

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

The following table discloses the breakdown of selling and marketing expenses:

	Nine Months Ended September 30
	2024		2023
Salaries and related expenses	$	115,181	$	36,889
Other expenses		25,323		-
Total	$	140,504	$	36,889

We expect that our selling and marketing expenses will increase as we continue to increase our selling and marketing efforts in 2024 following the acquisition of Cross Mobile and our efforts to be in the air with standard packages of Voice, SMS and Data in Poland and International Roaming and initiate cooperation with existing or build new Telecom operators.

General and Administrative Expenses

General and administrative expenses consist primarily of salaries and related expenses, professional services, rent and office maintenance and other non-personnel related expenses.

The following table discloses the breakdown of general and administrative expenses:

	Nine Months Ended September 30
	2024		2023
Salaries and related expenses	$	181,522	$	248,373
Share-based compensation expenses		1,819,898		3,651,625
Professional services		152,153		247,896
Rent and office maintenance		77,484		94,717
Other expenses		1,437		2,700
Total	$	2,232,494	$	4,245,311

Revenues

Revenues for the nine months ended September 30, 2024 and 2023 were $123,173 and $162,784, respectively. The decrease in our revenues resulted primarily from one-time services provided under a development agreement in an amount of $90,000 recognized during the six months ended June 30, 2023 partially offset by increase in sale of products in Israel.

Research and Development Expenses. Research and development expenses consist of salaries and related expenses, share-based compensation expenses, consulting fees, service providers’ costs and overhead expenses. Research and development expenses decreased from $1,433,087 during the nine months ended September 30, 2023 to $1,280,767 during the nine months ended September 30, 2024. The decrease resulted primarily from decrease in non-cash share-based compensation expenses partially offset by increase in professional services, salaries and related expenses and in rent and office maintenance.

Selling and Marketing Expenses. Selling and marketing expenses consist primarily of professional fees. Selling and marketing expenses for the nine months ended September 30, 2024 amounted to $140,504 as compared to $30,197 for the nine months ended September 30, 2023. The increase is primarily attributable to increase in salaries and related expenses.

General and Administrative Expenses. General and administrative expenses consist primarily of salaries and related expenses, share-based compensation expenses and other non-personnel related expenses such as legal expenses. General and administrative expenses decreased from $4,245,311 for the nine months ended September 30, 2023 to $2,232,494 in the nine months ended September 30, 2024. The decrease is primarily attributed to the decrease in non-cash share-based compensation expenses.

Financing Income (expenses), Net. Financing income, net increased from $8,595 of financing income for the nine months ended September 30, 2023 to financing income, net of $20,846 for the nine months ended September 30, 2024. The increase in financing income, net is mainly a result of currency exchange differences between the Dollar and the New Israeli Shekel.

Net Loss. As a result of the foregoing, our net loss for the nine months ended September 30, 2024 was $3,596,278 compared to $5,543,908 for the nine months ended September 30, 2023.

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. As of September 30, 2024 and 2023, we had current assets of $388,217 and $250,894, respectively, and total assets of $16,242,118 and $10,198,927 respectively. We had current liabilities of $1,116,355 and 718,137 as of September 30, 2024 and 2023, respectively and total liabilities of $4,670,981 as compared to $3,869,960 as of September 30, 2024 and 2023, respectively. As of September 30, 2024 we had $5,000,000 of redeemable shares.

As of September 30, 2024, we had a cash balance of $59,671 compared to the cash balance of $46,435 as of September 30, 2023. We have no cash equivalents.

As of September 30, 2024, we had a negative working capital of $728,138 as compared with a working capital deficiency of $424,790 at September 30, 2023.

Financial Support

In November 2022, we entered into an investment agreement with George Baumeohl, our director, pursuant to which Mr. Baumeohl has agreed to support our operation by way of an equity investment of up to $3 million as needed. The agreement provides for sales of our common stock to Mr. Baumeohl at per share purchase prices ranging between $0.0003 and $0.0005. As of the date of this report, we received an aggregate of $2,164,767 from Mr. Baumeohl.

The Company and Mr. Baumeohl entered into an agreement as of August 14, 2024 pursuant to which all investments by Mr. Baumeohl during 2024 under the November 2022 investment agreement will be priced at a per share purchase price of $0.0001, retroactive to January 1, 2024.

Management believes that funds on hand, not including the subscription proceeds that we are entitled to receive on a periodic basis under the committed subscription agreement with our director, will enable us to fund our operations and capital expenditure requirements through December 2024. We are substantially dependent on the periodic investment by our director the committed subscription agreement and any disruption of this arrangement will likely materially adversely affect our business.

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

Critical Accounting Policies

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

While our significant accounting policies are described in more detail in the notes to our audited consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K we believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our consolidated financial statements.

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 September 30, 2024. Based on that evaluation, our management, including our Chief Executive Officer, concluded that our disclosure controls and procedures were not effective as of September 30, 2024.

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, 2023, our management concluded that our internal control over financial reporting was not effective at December 31, 2023. 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.

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 noted above, there have been no changes in our internal control over financial reporting during the fiscal quarter ended September 30, 2024 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 seeks declaratory judgment to unwind the FSC transaction and cancel the shares of WHEN common stock issued in the FSC transaction that are still outstanding.

On or about, January 19, 2022, EL filed a lawsuit in the Delaware Court of Chancery seeking to remove the restrictive legend from all the shares of Common Stock held by EL (the “2022 Lawsuit”), which are approximately 23,000,000,000 shares. The Company is vigorously defending the 2022 Lawsuit, which is currently in the discovery. Trial is scheduled for May 5, 2025.

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

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 lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not aware of any such legal proceedings or claims against us.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, which could materially affect our business, financial condition, or future results.

ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS

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

On August 11, 2024 and October 9, 2024, the Company received subscription proceeds of $150,000 and $20,000, respectively, under the investment agreement with Mr. Baumeohl in respect of which he is entitled to 1,700,000,000 shares of Common Stock which have not been issued as of the date of this report.

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

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION:

(i) During the fiscal quarter ended September 30, 2024, none of our directors or executive officers adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.

ITEM 6. EXHIBITS

Exhibit Index:

10.1*		Agreement dated July 2, 2024 between World Health Energy Holdings, Inc. and Intent HQ Limited (Incorporated by reference to the Current Report on Form 8-K filed by the Company on July 8, 2024)

10.2		Lock Up Agreement (Incorporated by reference to the Current Report on Form 8-K filed by the Company on July 8, 2024)

10.3		Ordinary Share Purchase Agreement dated as of August 13, 2024 between World Health Energy Holdings, Inc. and Terra Zone Ltd (Incorporated by reference to the Quarterly Report on Form 10-Q filed by the Company on August 19, 2024).

10.4		Technology Cooperation Agreement dated as of August 13, 2024 between World Health Energy Holdings, Inc. and Terra Zone Ltd. (Incorporated by reference to the Quarterly Report on Form 10-Q filed by the Company on August 19, 2024)

10.5+		Letter Agreement dated as of August 14, 2024 between World Health Energy Holdings, Inc. and George Baumeohl (Incorporated by reference to the Quarterly Report on Form 10-Q filed by the Company on August 19, 2024)

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)

* Portions of this exhibit (indicated by bracketed asterisks) are omitted in accordance with the rules of the Securities and Exchange Commission because they are both not material and the Company customarily and actually treats such information as private or confidential.

+ Management Agreement

** Filed herewith

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:	November 19, 2024

EXHIBIT 31.1

RULE 13a-14(a) CERTIFICATION

I, Giora Rozensweig, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024, of World Health Energy Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financing reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 19, 2024

/s/ Giora Rozensweig
Giora Rozensweig, Chief Executive Officer
(Principal Executive Officer and Principal Financial
and Accounting Officer)

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 (AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)

In connection with the Quarterly Report on Form 10-Q of World Health Energy Holdings, Inc. (the “Company”) for the for the fiscal quarter ended September 30, 2024, as filed with the Securities and Exchange Commission (the “Report”), I, Giora Rozensweig, Interim Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

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

November 19, 2024

Cover - $ / shares	9 Months Ended
Cover - $ / shares	Sep. 30, 2024	Nov. 19, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	000-30256
Entity Registrant Name	WORLD HEALTH ENERGY HOLDINGS, INC.
Entity Central Index Key	0000943535
Entity Tax Identification Number	59-2762023
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1825 NW Corporate Blvd.
Entity Address, Address Line Two	Suite 110
Entity Address, City or Town	Boca Raton
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33431
City Area Code	(561)
Local Phone Number	870-0440
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		550,834,347,495
Entity Listing, Par Value Per Share	$ 0.00001

Condensed Interim Consolidated Balance Sheets - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current Assets
Cash and cash equivalents	$ 59,671	$ 46,435
Accounts receivable, net of allowance for credit losses of $2,842 and $7,545 as of September 30, 2024 and December 31, 2023, respectively	23,824	51,011
Inventory	20,935	4,699
Other current assets	283,787	148,749
Total Current assets	388,217	250,894
Non-current assets
Operating lease right-of-use asset	127,504	116,548
Long term prepaid expenses	24,925	25,496
Property and equipment, net	45,316	55,473
Funds in respect of employee rights upon termination	50,819	56,558
Investment in non-consolidated entity (note 3(ii))	911,379
Intangible assets	14,693,958	9,693,958
Total non-current assets	15,853,901	9,948,033
Total assets	16,242,118	10,198,927
Current Liabilities
Short term credit	212,617
Accounts payable	73,493	106,964
Short term operating lease liability	88,463	56,245
Other current liabilities	741,782	554,928
Total Current Liabilities	1,116,355	718,137
Non-current Liabilities
Liability for employee rights upon retirement	243,090	217,617
Long term loan from parent company	2,012,339	2,012,339
Long term operating lease liability	30,227	49,411
Fair value of commitment to issue shares	396,514
Deferred tax liability	872,456	872,456
Total non-current liabilities	3,554,626	3,151,823
Total liabilities	4,670,981	3,869,960
Redeemable shares (Note 3)	5,000,000
Stockholders’ Equity (Note 3)
Common stock $0.00001 par value, 750,000,000,000 shares authorized as of September 30, 2024 and December 31, 2023. 545,834,347,495 shares issued as of September 30, 2024 and 520,796,074,663 shares issued at December 31, 2023. 525,834,347,495 shares outstanding as of September 30, 2024 and 500,796,074,663 shares outstanding at December 31, 2023.	67,162,651	67,162,651
Additional paid-in capital	(32,232,220)	(33,985,758)
Treasury stock at cost – 20,000,000,000 shares of common stock	(8,000,000)	(8,000,000)
Proceeds on account of shares	2,559,998	450,000
Accumulated other comprehensive loss	(30,574)	(17,779)
Accumulated deficit	(26,462,611)	(23,015,196)
Total Company’s stockholders’ equity	3,000,744	2,597,418
Non-controlling interests	3,570,393	3,731,549
Total stockholders’ equity	6,571,137	6,328,967
Total liabilities and stockholders’ equity	16,242,118	10,198,927
Series A Preferred Stock [Member]
Stockholders’ Equity (Note 3)
Preferred stock , value	$ 3,500	$ 3,500

Condensed Interim Consolidated Balance Sheets (Parenthetical) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Accounts receivable, net of allowance for credit losses	$ 2,842	$ 7,545
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares authorized	750,000,000,000	750,000,000,000
Common stock, shares issued	545,834,347,495	520,796,074,663
Common stock, shares outstanding	525,834,347,495	500,796,074,663
Treasury stock, common shares	20,000,000,000	20,000,000,000
Series A Preferred Stock [Member]
Preferred stock, par value	$ 0.0007	$ 0.0007
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	5,000,000	5,000,000
Preferred stock, shares outstanding	5,000,000	5,000,000

Condensed Interim Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Revenues	$ 71,250	$ 27,799	$ 123,173	$ 162,784
Cost of sales	(51,984)		(86,532)
Gross profit	19,266	27,799	36,641	162,784
Research and development expenses	(456,184)	(427,965)	(1,280,767)	(1,433,087)
Selling and marketing expenses	(46,679)	(6,693)	(140,504)	(36,889)
General and administrative expenses	(591,347)	(1,112,471)	(2,232,494)	(4,245,311)
Operating loss	(1,074,944)	(1,519,330)	(3,617,124)	(5,552,503)
Finance income (expenses), net	28,431	(6,908)	20,846	8,595
Loss before equity in net loss of equity investments	(1,046,513)	(1,526,238)	(3,596,278)	(5,543,908)
Less: Equity in net loss of equity investments		(890)		(1,117)
Net loss	(1,046,513)	(1,527,128)	(3,596,278)	(5,545,025)
Net loss attributable to non-controlling interests	81,535	26,450	148,863	52,392
Net loss attributable to the Company’s stockholders	$ (964,978)	$ (1,500,678)	$ (3,447,415)	$ (5,492,633)
Basic net loss per share	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
Diluted net loss per share	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
Weighted average number of shares outstanding used in computing basic net loss per share	542,707,474,474	518,062,280,925	536,813,361,989	518,983,559,401
Weighted average number of shares outstanding used in computing diluted net loss per share	542,707,474,474	518,062,280,925	536,813,361,989	518,983,559,401
Comprehensive loss:
Other comprehensive income (loss) - Foreign currency translation adjustments	$ (28,006)	$ 13,276	$ (25,088)	$ 1,535
Comprehensive loss	(1,074,519)	(1,513,852)	(3,621,366)	(5,543,490)
Net - loss attributable to non-controlling interests	81,535	26,450	148,863	52,392
Other comprehensive income attributable to non-controlling interests – Foreign currency translation adjustments	(13,723)	(6,505)	(10,139)	(1,248)
Comprehensive loss attributable to the Company’s stockholders	$ (1,006,707)	$ (1,493,907)	$ (3,482,642)	$ (5,492,346)

Condensed Interim Consolidated Statements of Changes in Shareholders' Equity - USD ($)	Series A Preferred Stock [Member] Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Proceeds on Account of Shares [Member]	Treasury Stock, Common [Member]	AOCI Including Portion Attributable to Noncontrolling Interest [Member]	Retained Earnings [Member]	Parent [Member]	Noncontrolling Interest [Member]	Total
BALANCE at Dec. 31, 2022	$ 3,500	$ 67,117,718	$ (40,614,231)		$ (8,000,000)	$ (2,611)	$ (16,035,848)	$ 2,468,528	$ 3,815,844	$ 6,284,372
BALANCE, shares at Dec. 31, 2022	5,000,000	516,302,741,330
Share-based payment to employees and services providers			2,219,109					2,219,109		2,219,109
Other comprehensive income (Loss)						(2,273)		(2,273)	(1,216)	(3,489)
Net loss							(2,464,300)	(2,464,300)	(13,012)	(2,477,312)
Issuance of shares		$ 16,400	512,600					529,000		529,000
Issuance of shares, shares		1,640,000,000
BALANCE at Mar. 31, 2023	$ 3,500	$ 67,134,118	(37,882,522)		(8,000,000)	(4,884)	(18,500,148)	2,750,064	3,801,616	6,551,680
BALANCE, shares at Mar. 31, 2023	5,000,000	517,942,741,330
BALANCE at Dec. 31, 2022	$ 3,500	$ 67,117,718	(40,614,231)		(8,000,000)	(2,611)	(16,035,848)	2,468,528	3,815,844	6,284,372
BALANCE, shares at Dec. 31, 2022	5,000,000	516,302,741,330
Net loss										(5,545,025)
BALANCE at Sep. 30, 2023	$ 3,500	$ 67,162,651	(35,031,087)	150,000	(8,000,000)	(2,324)	(21,528,482)	2,754,258	3,764,700	6,518,958
BALANCE, shares at Sep. 30, 2023	5,000,000	520,796,074,663
BALANCE at Mar. 31, 2023	$ 3,500	$ 67,134,118	(37,882,522)		(8,000,000)	(4,884)	(18,500,148)	2,750,064	3,801,616	6,551,680
BALANCE, shares at Mar. 31, 2023	5,000,000	517,942,741,330
Share-based payment to employees and services providers			1,263,005					1,263,005		1,263,005
Other comprehensive income (Loss)						(4,211)		(4,211)	(4,041)	(8,252)
Net loss							(1,527,656)	(1,527,656)	(12,930)	(1,540,586)
Issuance of shares		$ 20,833	279,167					300,000		300,000
Issuance of shares, shares		2,083,333,333
Issuance of shares for investment in an investee		$ 7,700	146,300					154,000		154,000
Issuance of shares for investment in an investee, shares		770,000,000
BALANCE at Jun. 30, 2023	$ 3,500	$ 67,162,651	(36,194,050)		(8,000,000)	(9,095)	(20,027,804)	2,935,202	3,784,645	6,719,847
BALANCE, shares at Jun. 30, 2023	5,000,000	520,796,074,663
Share-based payment to employees and services providers			1,162,963					1,162,963		1,162,963
Proceeds on account of shares				150,000				150,000		150,000
Other comprehensive income (Loss)						6,771		6,771	6,505	13,276
Net loss							(1,500,678)	(1,500,678)	(26,450)	(1,527,128)
BALANCE at Sep. 30, 2023	$ 3,500	$ 67,162,651	(35,031,087)	150,000	(8,000,000)	(2,324)	(21,528,482)	2,754,258	3,764,700	6,518,958
BALANCE, shares at Sep. 30, 2023	5,000,000	520,796,074,663
BALANCE at Dec. 31, 2023	$ 3,500	$ 67,162,651	(33,985,758)	450,000	(8,000,000)	(17,779)	(23,015,196)	2,597,418	3,731,549	6,328,967
BALANCE, shares at Dec. 31, 2023	5,000,000	520,796,074,663
Share-based payment to employees and services providers			972,750					972,750		972,750
Proceeds on account of shares				470,173				470,173		470,173
Other comprehensive income (Loss)						(1,121)		(1,121)	(1,077)	(2,198)
Net loss							(1,383,177)	(1,383,177)	(24,234)	(1,407,411)
BALANCE at Mar. 31, 2024	$ 3,500	$ 67,162,651	(33,013,008)	920,173	(8,000,000)	(18,900)	(24,398,373)	2,656,043	3,706,238	6,362,281
BALANCE, shares at Mar. 31, 2024	5,000,000	520,796,074,663
BALANCE at Dec. 31, 2023	$ 3,500	$ 67,162,651	(33,985,758)	450,000	(8,000,000)	(17,779)	(23,015,196)	2,597,418	3,731,549	6,328,967
BALANCE, shares at Dec. 31, 2023	5,000,000	520,796,074,663
Net loss										(3,596,278)
BALANCE at Sep. 30, 2024	$ 3,500	$ 67,162,651	(32,232,220)	2,559,998	(8,000,000)	(30,574)	(26,462,611)	3,000,744	3,570,393	6,571,137
BALANCE, shares at Sep. 30, 2024	5,000,000	545,834,347,495
BALANCE at Mar. 31, 2024	$ 3,500	$ 67,162,651	(33,013,008)	920,173	(8,000,000)	(18,900)	(24,398,373)	2,656,043	3,706,238	6,362,281
BALANCE, shares at Mar. 31, 2024	5,000,000	520,796,074,663
Share-based payment to employees and services providers			869,292					869,292		869,292
Proceeds on account of shares				300,000				300,000		300,000
Other comprehensive income (Loss)						2,609		2,609	2,507	5,116
Net loss							(1,099,260)	(1,099,260)	(43,094)	(1,142,354)
BALANCE at Jun. 30, 2024	$ 3,500	$ 67,162,651	(32,143,716)	1,220,173	(8,000,000)	(16,291)	(25,497,633)	2,728,684	3,665,651	6,394,335
BALANCE, shares at Jun. 30, 2024	5,000,000	520,796,074,663
Share-based payment to employees and services providers			601,321					601,321		601,321
Proceeds on account of shares				650,000				650,000		650,000
Other comprehensive income (Loss)						(14,283)		(14,283)	(13,723)	(28,006)
Net loss							(964,978)	(964,978)	(81,535)	(1,046,513)
Deemed Dividend (Note 4a)			(689,825)	689,825
Issuance of redeemable shares
Issuance of redeemable shares		25,038,272,832
BALANCE at Sep. 30, 2024	$ 3,500	$ 67,162,651	$ (32,232,220)	$ 2,559,998	$ (8,000,000)	$ (30,574)	$ (26,462,611)	$ 3,000,744	$ 3,570,393	$ 6,571,137
BALANCE, shares at Sep. 30, 2024	5,000,000	545,834,347,495

Condensed Interim Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss for the period	$ (3,596,278)	$ (5,545,025)
Adjustments required to reconcile net loss for the period to net cash used in operating activities:
Depreciation	14,493	13,345
Change in liability for employee rights upon retirement	25,473	3,874
Equity in net loss of equity investments		1,117
Changes in fair value of commitment to issue shares	(14,863)
Share-based compensation expense	2,443,363	4,700,633
Change in operating lease	2,079	(5,778)
Change in accounts receivable	27,186	(25,473)
Change in inventory and in other assets	(59,050)	5,054
Change in accounts payable	(33,471)	51,680
Change in other accounts liabilities	(44,834)	72,699
Net cash used in operating activities	(1,235,902)	(727,874)
CASH FLOWS FROM INVESTING ACTIVITIES:
Loans granted to related parties	(91,653)	(4,028)
Increase in funds in respect of employee rights upon retirement	5,739
Purchase of property and equipment	(4,336)	(20,986)
Net cash used in investing activities	(90,250)	(25,014)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock		681,000
Loans received	414,333
Proceeds on account of shares	920,173	150,000
Net cash provided by financing activities	1,334,506	831,000
Effect of exchange rate changes on cash and cash equivalents	4,882	1,165
INCREASE IN CASH AND CASH EQUIVALENTS	13,236	79,277
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	46,435	56,346
CASH AND CASH EQUIVALENTS AT END OF PERIOD	59,671	135,623
Non cash transactions:
Initial recognition of right-of-use operating lease asset and operating lease liability	64,497
Investment in purchase of equity method investment		154,000
Redeemable shares issued for the purchase of intangible assets	5,000,000
Issue of share in exchange for shares and options received	911,378
Issuance of share in exchange for debt		$ 144,000

Pay vs Performance Disclosure - USD ($)	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (964,978)	$ (1,500,678)	$ (3,447,415)	$ (5,492,633)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Rule 10b5-1 Arrangement Modified	false
Non-Rule 10b5-1 Arrangement Modified	false

GENERAL

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

GENERAL

NOTE 1 – GENERAL

Operations

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. (“RNA”).

The SG Merger was accounted for as a reverse asset acquisition. Under this method of accounting, SG was deemed to be the accounting acquirer for financial reporting purposes.

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

Board and Shareholder Authority for Reverse Stock Split

WORLD HEALTH ENERGY HOLDINGS, INC.

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Financial position

The financial statements do not include adjustments for measurement or presentation of assets and liabilities, which may be required should the Company fail to operate as a going concern.

Risk factors

WORLD HEALTH ENERGY HOLDINGS, INC.

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – GENERAL (continued)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

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

Unaudited Interim Financial Statements

Principles of Consolidation

Use of Estimates

WORLD HEALTH ENERGY HOLDINGS, INC.

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

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

Redeemable shares

Recently Issued Accounting Pronouncements Not Yet Adopted

EVENTS DURING THE PERIOD

9 Months Ended

Sep. 30, 2024

Events During Period

EVENTS DURING THE PERIOD

NOTE 3 –EVENTS DURING THE PERIOD

(i)

WORLD HEALTH ENERGY HOLDINGS, INC.

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(ii)

As of September 30, 2024, Terra Zone issued its share to the Company while the Company issued its shares to Terra Zone at October 25, 2024.

The Company estimated the value of the Terrz Zone’s shares based on the fair value of Company’s shares as the agreement date, at $500,000.

	September 30, 2024			August 14, 2024
Expected volatility (%)		169.4	%		174.0	%
Risk-free interest rate (%)		3.66	%		3.93	%
Expected dividend yield		0.0	%		0.0	%
Contractual term (years)		1.87			2.00
Conversion price		0.0001			0.0001
Underlying share price (U.S. dollars)		0.0001			0.0001
Fair value (U.S. dollars in thousands)		396,515			411,378

COMMON STOCK

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

COMMON STOCK

NOTE 4 – COMMON STOCK

	a.	During the nine months ended September 30, 2024, the Company received subscription proceeds of $919,767 under the November 1, 2022, investment agreement with Mr. Baumeohl in respect of which he was entitled to 2,299,417,500 shares of the Company’s common stock, at a per share price of $0.0004. On August 14, 2024 the Company and Mr. Baumoehl entered into an amendment to the November 1, 2022 investment agreement according to which, investments aggregated to $919,767, will be priced at a per share purchase price of $0.0001, retroactive to January 1, 2024, in respect of which Mr. Baumeohl is entitled to 9,197,670,000 shares of the Company’s common stock. The Company viewed the amendment as a down round feature and recorded its value as deemed dividend.
	b.	On July 22, 2024, the Company issued 25,038,272,832 shares (the “Consideration Shares”) of Company’s common stock per share, in consideration for Perpetual License (see note 3(i) above).

WORLD HEALTH ENERGY HOLDINGS, INC.

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

STOCK OPTIONS

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

STOCK OPTIONS

NOTE 5 - STOCK OPTIONS

The following table presents the Company’s stock option activity during the three and nine months ended September 30, 2024:

SCHEDULE OF STOCK OPTION ACTIVITY

	Number of Options		Weighted Average Exercise Price
Outstanding at December 31,2023		36,602,000,000		0.0001
Granted		-		-
Exercised		-		-
Forfeited or expired		-		-
Outstanding at March 31,2024		36,602,000,000		0.0001
Granted		2,000,000,000		0.0001
Exercised		-		-
Forfeited or expired		-		-
Outstanding at June 30,2024		38,602,000,000		0.0001
Granted		-		-
Exercised		-		-
Forfeited or expired		-		-
Outstanding at September 30,2024		38,602,000,000		0.0001
Number of options exercisable at September 30, 2024		20,525,500,000		0.0001

The stock options outstanding as of September 30, 2024, have been separated into exercise prices, as follows:

Exercise price	Stock options outstanding		Weighted average remaining contractual life – years		Stock options vested
	As of September 30, 2024
0.0001		38,602,000,000		2.13		20,525,500,000
		38,602,000,000		2.13		20,525,500,000

The stock options outstanding as of September 30, 2023, have been separated into exercise prices, as follows:

Exercise price	Stock options outstanding		Weighted average remaining contractual life – years		Stock options vested
	As of September 30, 2023
0.0001		46,602,000,000		3.02		12,100,000,000
		46,602,000,000		3.02		12,100,000,000

WORLD HEALTH ENERGY HOLDINGS, INC.

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 - STOCK OPTIONS (continue)

RELATED PARTIES

9 Months Ended

Sep. 30, 2024

RELATED PARTIES

NOTE 6 – RELATED PARTIES

Transactions and balances with related parties

SCHEDULE OF RELATED PARTY EXPENSES

	Nine months ended September 30				Three months ended September 30
	2024		2023		2024		2023
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)

General and administrative expenses:
Salaries and fees to officers		979,506		1,940,058		258,031		519,897
(*) of which share based compensation		851,006		1,788,288		216,548		458,692

Research and development expenses:
Salaries and fees to officers		127,078		195,342		35,457		58,128
(*) of which share based compensation		62,375		118,513		14,554		27,029

Balances with related parties and officers:

	As of September 30,		As of December 31,
	2024		2023
	(Unaudited)

Other current assets		113,723		62,647
Other accounts liabilities		117,538		113,615
Liability for employee rights upon retirement		136,762		129,768
Long term loan from related party (*)		2,012,339		2,012,339

(*)

Received from UCG by December 31, 2021. The loan bears no interest.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Policies)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Unaudited Interim Financial Statements	Unaudited Interim Financial Statements The accompanying unaudited condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, the financial statements presented herein include all material adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the financial condition, results of operations and cash flows for the nine-months ended September 30, 2024. However, these results are not necessarily indicative of results for any other interim period or for the year ended December 31, 2024. 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 on published on the OTCIQ, for the year ended December 31, 2023 from which the accompanying condensed consolidated balance sheet dated December 31, 2023 was derived.
Principles of Consolidation	Principles of Consolidation The consolidated financial statements are prepared in accordance with GAAP. The consolidated financial statements of the Company include WHEN and its wholly-owned and majority-owned subsidiaries. All inter-company balances and transactions have been eliminated.
Use of Estimates	Use of Estimates The preparation of condensed interim consolidated financial statements in conformity with GAAP 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 as of the date of the financial statements. Actual results could differ from those estimates.
Redeemable shares	Redeemable shares The Company records its redeemable shares at fair value less issuance costs on the dates of issuance. The Company has classified its redeemable shares as temporary equity (mezzanine) on the consolidated balance sheet between liabilities and equity, due to redemption rights that are deemed outside of the Company’s control and are measured at their redemption values at the end of each period.
Recently Issued Accounting Pronouncements Not Yet Adopted	Recently Issued Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is intended to provide enhanced segment disclosures. The standard will require disclosures about significant segment expenses and other segment items and identifying the Chief Operating Decision Maker and how they use the reported segment profitability measures to assess segment performance and allocate resources. These enhanced disclosures are required for all entities on an interim and annual basis, even if they have only a single reportable segment. The standard is effective for years beginning after December 15, 2023 and interim periods within annual periods beginning after December 15, 2024. The Company does not believe that adoption of this ASU will have a material impact on the Company’s consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to provide enhancements to annual income tax disclosures. The standard will require more detailed information in the rate reconciliation table and for income taxes paid, among other enhancements. The standard is effective for years beginning after December 15, 2024, early adoption is permitted. The Company does not believe that adoption of this ASU will have a material impact on the Company’s consolidated financial statements.

EVENTS DURING THE PERIOD (Tables)

9 Months Ended

Sep. 30, 2024

Events During Period

SCHEDULE OF FAIR VALUE OF MUTUAL OPTION PRICING MODEL

	September 30, 2024			August 14, 2024
Expected volatility (%)		169.4	%		174.0	%
Risk-free interest rate (%)		3.66	%		3.93	%
Expected dividend yield		0.0	%		0.0	%
Contractual term (years)		1.87			2.00
Conversion price		0.0001			0.0001
Underlying share price (U.S. dollars)		0.0001			0.0001
Fair value (U.S. dollars in thousands)		396,515			411,378

STOCK OPTIONS (Tables)

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

SCHEDULE OF STOCK OPTION ACTIVITY

	Number of Options		Weighted Average Exercise Price
Outstanding at December 31,2023		36,602,000,000		0.0001
Granted		-		-
Exercised		-		-
Forfeited or expired		-		-
Outstanding at March 31,2024		36,602,000,000		0.0001
Granted		2,000,000,000		0.0001
Exercised		-		-
Forfeited or expired		-		-
Outstanding at June 30,2024		38,602,000,000		0.0001
Granted		-		-
Exercised		-		-
Forfeited or expired		-		-
Outstanding at September 30,2024		38,602,000,000		0.0001
Number of options exercisable at September 30, 2024		20,525,500,000		0.0001

SCHEDULE OF STOCK OPTIONS OUTSTANDING RANGE OF EXERCISE PRICE

The stock options outstanding as of September 30, 2024, have been separated into exercise prices, as follows:

Exercise price	Stock options outstanding		Weighted average remaining contractual life – years		Stock options vested
	As of September 30, 2024
0.0001		38,602,000,000		2.13		20,525,500,000
		38,602,000,000		2.13		20,525,500,000

The stock options outstanding as of September 30, 2023, have been separated into exercise prices, as follows:

Exercise price	Stock options outstanding		Weighted average remaining contractual life – years		Stock options vested
	As of September 30, 2023
0.0001		46,602,000,000		3.02		12,100,000,000
		46,602,000,000		3.02		12,100,000,000

RELATED PARTIES (Tables)

9 Months Ended

Sep. 30, 2024

SCHEDULE OF RELATED PARTY EXPENSES

	Nine months ended September 30				Three months ended September 30
	2024		2023		2024		2023
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)

General and administrative expenses:
Salaries and fees to officers		979,506		1,940,058		258,031		519,897
(*) of which share based compensation		851,006		1,788,288		216,548		458,692

Research and development expenses:
Salaries and fees to officers		127,078		195,342		35,457		58,128
(*) of which share based compensation		62,375		118,513		14,554		27,029

Balances with related parties and officers:

	As of September 30,		As of December 31,
	2024		2023
	(Unaudited)

Other current assets		113,723		62,647
Other accounts liabilities		117,538		113,615
Liability for employee rights upon retirement		136,762		129,768
Long term loan from related party (*)		2,012,339		2,012,339

(*)

Received from UCG by December 31, 2021. The loan bears no interest.

GENERAL (Details Narrative) - USD ($)						3 Months Ended		9 Months Ended
GENERAL (Details Narrative) - USD ($)	May 17, 2023	Nov. 28, 2022	Oct. 25, 2022	Oct. 24, 2022	Mar. 22, 2022	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Reverse stock split, description	Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation (“Reverse Stock Split Certificate of Amendment”) in order to effect a reverse stock split of the Company’s common stock pursuant to a range of between 20,000-to-1 and 60,000-to-1 (the “Reverse Stock Split”), when and as determined by the Company’s Board of Directors. Pursuant to the Reverse Stock Split, each one thousand or fifteen thousand shares of common stock, or any other figure within that range, as shall be determined by the Board of Directors at a later time, will be automatically converted, without any further action by the stockholders, into one share of common stock. The Reverse Stock Split Certificate of Amendment will be effective upon receipt of approval from the Financial Industry Regulatory Authority (“FINRA”) for the Reverse Stock Split and the filing with the Secretary of the State of Delaware.
Net loss						$ 964,978	$ 1,500,678	$ 3,447,415	$ 5,492,633
Cash flows in operations								1,235,902	$ 727,874
Cash and cash equivalents						60,000		60,000
Accumulated deficit						$ 26,462,611		$ 26,462,611		$ 23,015,196
Common Stock [Member] \| Cross Mobile Investment Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Percentage of shares purchased			25.00%		26.00%
Restricted shares issued as consideration		10,000,000			10,000,000,000
Outstanding shares ownership percentage			51.00%	26.00%

SCHEDULE OF FAIR VALUE OF MUTUAL OPTION PRICING MODEL (Details) - USD ($) $ / shares in Units, $ in Thousands	Sep. 30, 2024	Aug. 14, 2024
Events During Period
Expected volatility (%)	169.40%	174.00%
Risk-free interest rate (%)	3.66%	3.93%
Expected dividend yield	0.00%	0.00%
Contractual term (years)	1 year 10 months 13 days	2 years
Conversion price	$ 0.0001	$ 0.0001
Underlying share price (U.S. dollars)	$ 0.0001	$ 0.0001
Fair value (U.S. dollars in thousands)	$ 396,515	$ 411,378

EVENTS DURING THE PERIOD (Details Narrative) - USD ($)				3 Months Ended
EVENTS DURING THE PERIOD (Details Narrative) - USD ($)	Oct. 25, 2024	Aug. 14, 2024	Jul. 02, 2024	Jun. 30, 2023	Mar. 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Fair value of shares issued				$ 300,000	$ 529,000
Terra Zone Ltd [Member] \| Subsequent Event [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Fair value of shares issued	$ 500,000
IHQ Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
[custom:StockIssuedDuringPeriodSharesRedeemableShares]			25,038,272,832
Percentage of issued and outstanding share capital			4.80%
License fee payable			$ 5,000,000
Uplisting target date description			if the Uplisting does not occur before the Uplisting Target Date and, or the Company has not paid $5 million license fee for the Perpetual License, then IHQ has the right, within 30 days of the Uplisting Target Date, to terminate the Agreement and return to WHEN all of the Consideration Shares
Estimated value of license			$ 5,000,000
Terra Zone Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Percentage of issued and outstanding share capital		4.00%
Number of shares purchased		448,029
Number of shares issued		5,000,000,000
Terra Zone Agreement [Member] \| Mutual Option [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares purchased		446,697
Number of shares issued		5,208,338,520
Technology Cooperation Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sales, description		The parties also agreed that of the net sales received from the parties from the Bundled Solution in an aggregate amount of up to eight million ($8,000,000), except for certain specified fees, 75% of such amount shall be for the account of WHEN and the balance for Terra Zone. Any amounts of net sales in excess of eight million ($8,000,000) shall be distributed to the parties in equal measure
Net sales received from parties		$ 8,000,000

COMMON STOCK (Details Narrative) - USD ($)			3 Months Ended			9 Months Ended
COMMON STOCK (Details Narrative) - USD ($)	Aug. 14, 2024	Jul. 22, 2024	Sep. 30, 2024	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]
Proceeds from subscripition receivable							$ 681,000
Share price			$ 0.0001			$ 0.0001
Perpetual License [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
[custom:StockIssuedDuringPeriodSharesRedeemableShares]		25,038,272,832
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued				2,083,333,333	1,640,000,000
[custom:StockIssuedDuringPeriodSharesRedeemableShares]			25,038,272,832
Mr. Baumeohll [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Proceeds from subscripition receivable						$ 919,767
Shares issued						2,299,417,500
Share price			$ 0.0004			$ 0.0004
Investments	$ 919,767
Purchase price per share	$ 0.0001
Mr. Baumeohll [Member] \| Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued	9,197,670,000

SCHEDULE OF STOCK OPTION ACTIVITY (Details) - $ / shares	3 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]
Number of Options, Outstanding Balance	38,602,000,000	36,602,000,000	36,602,000,000
Weighted Average Exercise Price, Outstanding Balance	$ 0.0001	$ 0.0001	$ 0.0001
Number of Options, Granted		2,000,000,000
Weighted Average Exercise Price, Granted		$ 0.0001
Number of Options, Exercised
Weighted Average Exercise Price, Exercised
Number of Options, Forfeited or expired
Weighted Average Exercise Price, Forfeited or expired
Number of Options, Outstanding Balance	38,602,000,000	38,602,000,000	36,602,000,000
Weighted Average Exercise Price, Outstanding Balance	$ 0.0001	$ 0.0001	$ 0.0001
Number of Options, Exercisable	20,525,500,000
Weighted Average Exercise Price, Exercisable	$ 0.0001

SCHEDULE OF STOCK OPTIONS OUTSTANDING RANGE OF EXERCISE PRICE (Details) - $ / shares	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Offsetting Assets [Line Items]
Stock options outstanding	38,602,000,000	46,602,000,000
Weighted average remaining contractual life- years	2 years 1 month 17 days	3 years 7 days
Stock options vested	20,525,500,000	12,100,000,000
Exercise Price Range One [Member]
Offsetting Assets [Line Items]
Exercise price	$ 0.0001	$ 0.0001
Stock options outstanding	38,602,000,000	46,602,000,000
Weighted average remaining contractual life- years	2 years 1 month 17 days	3 years 7 days
Stock options vested	20,525,500,000	12,100,000,000

STOCK OPTIONS (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
STOCK OPTIONS (Details Narrative) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
Aggregate intrinsic value of awards outstanding	$ 0		$ 0
Stock price	$ 0.0001		$ 0.0001
Stock-based compensation expense	$ 601,321	$ 1,162,963	$ 2,443,363	$ 4,700,633
Share-based compensation costs not recognized	$ 2,218,215		$ 2,218,215
Weighted-average remaining requisite service period			1 year 3 months