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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 MARK
ONE:

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

 For
the Fiscal Year ended December 31, 2023

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

 Commission
file number: 000-30256

 WORLD

(Exact name of registrant as specified in its charter)

 Delaware

 59-2762023

 (State
 or other Jurisdiction of

 Incorporation
 or Organization)

 (I.R.S.
 Employer

 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 under Section 12 (b) of the Exchange Act:

 Title
 of Each Class

 Trading
 Symbol

 Name
 of Each Exchange on Which Registered

 N/A

 N/A

 N/A

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

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

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

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

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

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

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.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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

 As
of April 14, 2024, there were 520,796,074,663
shares of the registrant's common stock, par value $0.00001 per share, were outstanding. The aggregate market value of the
common stock held by non-affiliates of the registrant as of the last business day of the registrant's most recently completed
second fiscal quarter (June 30, 2023) was approximately $ 8,414,607, as computed by reference to the closing price of such common
stock on OTC Market on such date.

 2023
ANNUAL REPORT (SEC FORM 10-K)

 Securities
and Exchange Commission

Item Number and Description

 Cautionary Note Regarding Forward-Looking Statements

 Item
 1.

 Business

 Item
 1A.

 Risk Factors

 Item
 1B.

 Unresolved Staff Comments

 Item
 1C.

 Cybersecurity

 Item
 2.

 Properties

 Item
 3.

 Legal Proceedings

 Item
 4.

 Mine Safety Disclosures

 Item
 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 Selected Financial Data

 Item
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item
 8.

 Financial Statements and Supplementary Data

 Item
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls and Procedures

 Item
 9B.

 Other Information

 Item
 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accountant Fees and Services

 Item
 15.

 Exhibits and Financial Statement Schedules

 Item
 16.

 Form 10-K Summary

 Signatures

 CAUTIONARY
NOTE REGARING FORWARD-LOOKING STATEMENTS

 This
Annual Report on Form 10-K contains information that includes or is based upon forward-looking statements. The Securities and Exchange
Commission (the "SEC") encourages companies to disclose forward-looking information so that investors can better understand
a company's future prospects and make informed investment decisions. These statements often can be identified by the fact that
they do not relate strictly to historical or current facts. They typically use words such as "anticipate," "estimate,"
"expect," "project," "intend," "plan," "believe," "should," "will"
and similar expressions with similar meaning in connection with any discussion of the Company's future operating or financial performance.

 Forward-looking
statements are not guarantees of future performance. Any or all forward-looking statements may turn out to be incorrect, and actual results
could differ materially from those expressed or implied in forward-looking statements. Forward-looking statements are based on current
expectations and the current economic environment. They can be affected by inaccurate assumptions or by known or unknown risks, uncertainties
and other factors that are difficult to predict.

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

 We
assume no obligation to update any forward-looking statements made in this Annual Report on Form 10-K to reflect subsequent events or
circumstances or actual outcomes.

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

 PART
I

 Item
1. BUSINESS

 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 the Merger
Agreement among the Company, R2GA, UCG, SG, and RNA. Under the terms of the Merger Agreement, R2GA merged with and into SG, with SG
remaining as the surviving corporation and a wholly-owned subsidiary of the Company. The Merger became effective as of April 27,
2020. Each of Gaya Rozensweig and George Baumeohl, directors of the Company, are also the sole shareholders and directors of
UCG.

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

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

 Acquisition

 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 March 31, 2024, CrossMobile signed up approximately 2,000 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.

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

Grand View Research, from

 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

 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.*

 *

 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

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 in 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.

 Product
and Sales strategy

 CrossMobile
will rollout the safest online communication highway in the world with stops where you buy

 off-the-shelf,

 modular

 self-configurable

 value-added
services such as

 a.

 Private
 Care (WHEN solutions)

 a.

 Kid
 protection

 b.

 Boost
 learning capability of you kids by making them feel safe online

 c.

 Senior
 citizen protection against e-criminals

 d.

 Mental
 Health monitoring

 e.

 Sleep
 monitoring and apnea treatment

 f.

 Secure
 online sessions with psychologist

 g.

 Health

 b.

 Internet
 of Things for Intelligent homes (Instaview solutions)

 a.

 Camera

 b.

 Access
 control,

 c.

 Electricity
 control

 d.

 Smoke
 detection

 e.

 Pet
 band with sim card

 f.

 Home

 c.

 Secure
 Business everywhere (WHEN solutions / in cooperation with local partner)

 a.

 Encrypted
 calls

 b.

 Monitoring
 Calls by Virtual Number for marketing and selling products

 c.

 Cloud
 IP PBX

 d.

 IVR
 services

 e.

 Virtual
 Conference rooms and calls

 f.

 SMS
 for Business (API), Bot SMS, verification SMS

 g.

 Protect
 your business ideas in the world of e-commerce

 h.

 Outsmart
 the digital intruder

 i.

 Business

 d.

 Travel
 Services (in cooperation with local partner)

 a.

 Roaming

 b.

 Travel

 e.

 service (in cooperation with local partner)

 a.

 Currency
 exchange

 f.

 OTOGRAPH
 Cybersecurity (WHEN solutions)

 a.

 Employee
 monitoring

 b.

 Employee
 surveys with soft data analysis

 c.

 Customer
 interaction profiling

 d.

 Emotional
 intelligence navigator

 e.

 Fence
 against digital intruder

 f.

 Business

 g.

 Asset
 Management (Instaview solutions)

 a.

 GPS
 tracker on assets in transport and remote locations

 That
will meet demanding and ever-changing needs of customers, from large enterprises to individual consumer providing opportunities for rapid
top-line growth.

 The
key word in all sales activities is "cross-selling"

 Sales
and Marketing

 We
currently license the vast majority of our products and services thru a global network of resellers and distributors that we refer to
as our channel partners. Only CrossMobile has a dedicated direct sales strategy. Our channel partners identify potential sales targets,
maintain relationships with customers and introduce new products to existing customers. Sales to our channel partners are generally subject
to our standard, non-exclusive channel partner agreement.

and Development

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

 Intellectual
Property

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

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

 In
addition to Company-owned intellectual property, we license software from third parties for integration into our solutions, including
open-source software and other software available on commercially reasonable terms. It may be necessary in the future to seek or renew
licenses relating to various aspects of our products, processes and services. While we have generally been able to obtain such licenses
on commercially reasonable terms in the past, we cannot provide assurance that such third parties will maintain such software or continue
to make it available.

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 through August 2025, as needed. The agreement provides for
sales of our common stock go Mr. Baumeohl at per share purchase prices ranging between $0.0003 and $0.0005. As of the date of this report,
we have received an aggregate of $1,700,000 from Mr. Baumeohl

 Competition

 Our
main competition in the global parental control software market are McAfee LLC (US), Avanquest (France), Bitdefender (Romania), SaferKid
(US), Symantec Corporation (US), Webroot Inc. (US), Content Watch Holdings, Inc. (US), Verizon Communications Inc. (US), Mobicip LLC
(US), and Trend Micro Inc. (Japan). These are companies that may have been in the market longer than our company, and/or have a more
recognizable name, but our proprietary algorithms are designed to trace behavioral pattern changes in the user as opposed to the machine,
thus providing a better understanding of the user.

 With
regards to the B2B product and software available to protect businesses, we believe that our B2B solution is truly unique. Our main known
competitor is Checkpoint Systems, yet, our cyber software provides unique protection by analyzing inner company behavioral patterns as
well as external, thus aiding our clients to foresee security breaches whether from an internal or external threat.

 The
mobile GSM market in Europe is in general very competitive. Based on own market research, we believe that by combining our thee business
units, we possess competitive advantages.

 Regulatory
Environment

 Foreign
and domestic laws and regulations apply to many aspects of the Company's business.

 The
Company collects and uses a wide variety of information for various purposes in its business, including to help ensure the integrity
of its services and to provide features and functionality to customers. This aspect of the Company's business is subject to a broad
array of evolving privacy and data protection laws, including the European Union's General Data Protection Regulation national
and state laws within the United States, including the California Privacy Rights Act. These laws impose strict operational requirements
and can provide for significant penalties for non-compliance. Elements of these evolving laws and regulations, as well as their interpretation
and enforcement, remain unclear and the Company may be required to modify its practices to comply with them in the future.

 Employees

 As
of April 14, 2024, we had eight (14) employees, of which eight (8) are primarily engaged in research and development, two (2)
engaged in selling and marketing and four (4) in administrative positions.

 Other
Corporate Holdings

 We
currently also have the following subsidiaries, which are currently inactive.

 FSC
Solutions, Inc. On June 26, 2015, we entered into a Stock Purchase Agreement (the "Agreement") with FSC and its shareholders
which included Uri Tadelis, our former Chief Executive Officer and Director and our former Directors Chaim J. Lieberman and Gal Levy.
The Agreement was effective as of July 1, 2015 which served as the closing date for the acquisition. Pursuant to the terms of the Agreement,
we acquired all of the capital stock of FSC in exchange for the issuance of 70 billion shares of our unregistered common stock with the
possibility of the issuance of an additional 130 Billion common shares upon FSC meeting certain milestones as outlined in the Agreement.
Upon completion of the acquisition of FSC, we intended to employ FSC's software and trading platform to enter the on-line trading
industry. Subsequent to the completion of the acquisition, we determined that FSC did not have control over the trading platform and
software we expected to acquire and operate. Please refer to Item 3 of this report.

 World
Health Energy, Inc. World Health Energy, Inc. owns an algae-tech business whose primary focus was the production of algae using their
proprietary GB3000 growth system. The system quickly and efficiently grows algae for the production of biofuels and food protein. We
also sought to produce and market high-quality, low-cost B100 biodiesel. Though, we believe that the Company has been successful in demonstrating
the effectiveness of the GB3000 system on a small-scale the Company has not yet been able to raise the necessary capital to implement
their technologies on a commercial scale.

 Available
Information

 The
public may read and copy any materials that we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington,
D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that
file electronically with the SEC. The address of that site is www.sec.gov. The Company's websites are located. Information
contained on, or accessible through, these websites, or any website stated in this report, is not a part of, and is not incorporated
by reference into, this report.

 Risk
Factors.

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

 Risk
Related to our Financial Position

 The
Company is dependent on the funding arrangement with its director and any disruption of such funding arrangement is likely to have a
material adverse effect our liquidity and operations.

 Management
has prepared an assessment as to the Company's ability to continue as a going concern in accordance with ASC 205-40, Going Concern
("ASC 205-40") and has concluded the adverse conditions associated with the Company's operating results and financial
condition do not individually or in the aggregate raise substantial doubt about the Company's ability to continue as a going concern
as of the issuance date of the Company's consolidated financial statements as of and for the period of year ended December 31,
2023 (the "issuance date"). Management reached this conclusion based on their belief, in consideration of the criteria prescribed
by ASC 205-40, that it is probable the Company will be able to meet its obligations as they become due for the next twelve months beyond
the issuance date based on the investment agreement with Mr. George Baumeohl, a Company director, entered into on November 1, 2022, where
the director has committed to invest up to $3,000,000, as needed by the Company through the purchase of shares of the Company's
common stock. In addition, certain shareholders have agreed to provide additional financial support to the Company in the event that
the remaining funds provided under the November 1, 2022 investment agreement are not sufficient to support operations. Notwithstanding
management's conclusion, in the event for whatever reason the funds under such investment agreement are not remitted to the Company
as needed, then the Company's operations and liquidity are likely to be materially adversely affected.

 We
have generated to date an insignificant amount of revenue from commercial sales to date and our future profitability is uncertain.

 We
are incorporated in Delaware and have a limited operating history, and our business is subject to all of the risks inherent in the
establishment of a new business enterprise. Our likelihood of success must be considered in light of the problems, expenses,
difficulties, complications and delays frequently encountered in connection with development and expansion of a new business
enterprise. Since inception, we have incurred losses and expect to continue to operate at a net loss for at least the next year. Our
net losses for the years ended December 31, 2023 and December 31, 2022, were $7,050,400 and $9,946,375, respectively, and our
accumulated deficit as of December 31, 2023 and December 31, 2022 was $23,015,196 and $16,035,848, respectively. There can be no
assurance that the products will be successfully commercialized, and the extent of our future losses and the timing of our
profitability are highly uncertain. If we are unable to achieve profitability, we may be unable to continue our
operations.

 If
we fail to obtain the capital necessary to fund our operations, we will be unable to continue or complete our product development and
you will likely lose your entire investment.

 We
will need to continue to seek capital from time to time to continue development of our products and we cannot provide any assurances
that any revenues they may generate in the future will be sufficient to fund our ongoing operations. We believe that we will need to
raise substantial additional capital to fund our continuing operations and the development and commercialization of our products. We
anticipate that we will need an additional $ 1,300,000 to build the infrastructure for our sustained growth.

 Our
business or operations may change in a manner that would consume available funds more rapidly than anticipated and substantial additional
funding may be required to maintain operations, fund expansion, develop new or enhanced products, acquire complementary products, business
or technologies or otherwise respond to competitive pressures and opportunities, such as a change in the regulatory environment. In addition,
we may need to accelerate the growth of our sales capabilities and distribution beyond what is currently envisioned, and this would require
additional capital. However, we may not be able to secure funding when we need it or on favorable terms. We may not be able to raise
sufficient funds to commercialize the products we intend to develop.

 If
we cannot raise adequate funds to satisfy our capital requirements, we will have to delay, scale back or eliminate our research and development
activities or future operations. We may also be required to obtain funds through arrangements with collaborators, which arrangements
may require us to relinquish rights to certain technologies or products that we otherwise would not consider relinquishing, including
rights to certain major geographic markets. This could result in sharing revenues which we might otherwise retain for ourselves. Any
of these actions may harm our business, financial condition and results of operations.

 The
amount of capital we may need depends on many factors, including the progress, timing and scope of our product development programs;
our ability to enter into and maintain collaborative, licensing and other commercial relationships; and our partners' commitment
of time and resources to the development and commercialization of our products.

 Raising
additional capital may cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights to our
products on unfavorable terms to us.

 We
may seek additional capital through a variety of means, including through private and public equity offerings and debt financings, collaborations,
strategic alliances and marketing, distribution or licensing arrangements. To the extent that we raise additional capital through the
sale of equity or convertible debt securities, the ownership interests of our stockholders will be diluted, and the terms of such financings
may include liquidation or other preferences, anti-dilution rights, conversion and exercise price adjustments and other provisions that
adversely affect the rights of our stockholders, including rights, preferences and privileges that are senior to those of our holders
of common stock in the event of a liquidation. In addition, debt financing, if available, could include covenants limiting or restricting
our ability to take certain actions, such as incurring additional debt, making capital expenditures, or declaring dividends and may require
us to grant security interests in our assets. If we raise additional funds through collaborations, strategic alliances, or marketing,
distribution or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue
streams, or products or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity
or debt financing when needed, we may need to curtail or cease our operations.

 Risks
Relating to Our Business and Industry

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

 We
will need to raise additional working capital in order to design and develop our second-generation online security and data protection
technologies, expand our market strategy and potentially acquire complementary technologies. Without adequate funding, we also may not
be able to accelerate the development and deployment of our products, respond to competitive pressures and develop new or enhanced products.
At the present time, we have no commitments for any financing, and there can be no assurance that capital will be available to us on
commercially acceptable terms or at all. We may have difficulty obtaining additional funds as and when needed and we may have to accept
terms that would adversely affect our stockholders. Any failure to achieve adequate funding will delay our development programs and product
launches and could lead to abandonment of one or more of our development initiatives, as well as prevent us from responding to competitive
pressures or take advantage of unanticipated acquisition opportunities.

 Any
additional equity financing may be dilutive to stockholders, and debt and certain types of equity financing, if available, may involve
restrictive covenants or other provisions that would limit how we conduct our business or finance our operations.

 Even
if we raise funds to address our immediate working capital requirements, we also may be required to seek additional financing in the
future to respond to increased expenses or shortfalls in anticipated revenues, accelerate product development and deployment, respond
to competitive pressures, develop new or enhanced products, or take advantage of unanticipated acquisition opportunities.

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

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

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

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

 Due
to this complexity and the condensed development cycles under which we operate, we may experience errors in our software, corruption
or loss of our data, or unexpected performance issues from time to time. For example, our solutions may face interoperability difficulties
with software operating systems or programs being used by our customers, or new releases, upgrades, fixes or the integration of acquired
technologies may have unanticipated consequences on the operation and performance of our other solutions. If we encounter integration
challenges or discover errors in our solutions late in our development cycle, it may cause us to delay our launch dates. Any major integration
or interoperability issues or launch delays could have a material adverse effect on our revenues, operating income and reputation.

 Security
breaches, cyberattacks or other cyber-risks of our IT and production systems could expose us to significant liability and cause our business
and reputation to suffer and harm our competitive position.

 Our
corporate infrastructure stores and processes our sensitive, proprietary and other confidential information (including as related to
financial, technology, employees, marketing, sales, etc.) which is used on a daily basis in our operations. In addition to that, our
software involves transmission and processing of our customers' confidential, proprietary and sensitive information. We have legal
and contractual obligations to protect the confidentiality and appropriate use of customer data.

 High-profile
cyberattacks and security breaches have increased in recent years, with the potential for such acts heightened as a result of the number
of employees working remotely. Security industry experts and government officials have warned about the risks of hackers and cyberattacks
targeting IT products and enterprise infrastructure. Because techniques used to obtain unauthorized access or to sabotage systems change
frequently and often are not recognized until launched against a specific target, we may be unable to anticipate these techniques or
to implement adequate preventative measures. As we continue to increase our client base and expand our brand, we may become more of a
target for third parties seeking to compromise our security systems and we anticipate that hacking attempts and cyberattacks will increase
in the future. We cannot give assurance that we will always be successful in preventing or repelling unauthorized access to our systems.
We also may face delays in our ability to identify or otherwise respond to any cybersecurity incident or any other breach. Additionally,
we use third-party service providers to provide some services to us that involve the storage or transmission of data, such as SaaS, cloud
computing, and internet infrastructure and bandwidth, and they face various cybersecurity threats and also may suffer cybersecurity incidents
or other security breaches. Despite our security measures, our IT and infrastructure may be vulnerable to attacks. Threats to IT security
can take a variety of forms. Individual and groups of hackers and sophisticated organizations, including state-sponsored organizations
or nation-states, continuously undertake attacks that pose threats to our customers and our IT. These actors may use a wide variety of
methods, which may include developing and deploying malicious software or exploiting vulnerabilities in hardware, software, or other
infrastructure in order to attack our products and services or gain access to our networks, using social engineering techniques to induce
our employees, users, partners, or customers to disclose passwords or other sensitive information or take other actions to gain access
to our data or our users' or customers' data, or acting in a coordinated manner to launch distributed denial of service or
other coordinated attacks. Inadequate account security practices may also result in unauthorized access to confidential and/or sensitive
data.

 Security
risks, including, but not limited to, unauthorized use or disclosure of customer data, theft of proprietary information, theft of intellectual
property, theft of internal employee's PII/PHI information, theft of financial data and financial reports, loss or corruption of
customer data and computer hacking attacks or other cyberattacks, could require us to expend significant capital and other resources
to alleviate the problem and to improve technologies, may impair our ability to provide services to our customers and protect the privacy
of their data, may result in product development delays, may compromise confidential or technical business information, may harm our
competitive position, may result in theft or misuse of our intellectual property or other assets and could expose us to substantial litigation
expenses and damages, indemnity and other contractual obligations, government fines and penalties, If an actual or perceived breach of
our security occurs, the market perception of the effectiveness of our security measures and our products could be harmed, we could lose
potential sales and existing customers, our ability to operate our business could be impaired, and we may incur significant liabilities,
and we could suffer harm to our reputation and competitive position, and our operating results could be negatively impact our business.

 The
market opportunity for our products and services may not develop in the ways that we anticipate.

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

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

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

 Our
agreements with our channel partners are generally non-exclusive, meaning our channel partners may offer customers the products of several
different companies. If our channel partners do not effectively market and sell our software, choose to use greater efforts to market
and sell their own products or those of others, or fail to meet the needs of our customers, including through the provision of professional
services for our software, our ability to grow our business, sell our software and maintain our reputation may be adversely affected.
Our contracts with our channel partners generally allow them to terminate their agreements for any reason upon 30 days' notice.
A termination of the agreement has no effect on orders already placed. The loss of a substantial number of our channel partners, our
possible inability to replace them, or the failure to recruit additional channel partners could materially and adversely affect our results
of operations. If we are unable to maintain our relationships with these channel partners, our business, results of operations, financial
condition or cash flows could be adversely affected. Finally, even if we are successful, our relationships with channel partners may
not result in greater customer usage of our products and professional services or increased revenue.

 The
online security and device management industry is highly competitive, and we have a number of competitors that are larger and have greater
resources.

 We
operate in an intensely competitive market which experiences rapid technological developments, changes in customer requirements and changes
in industry standards. These in addition to the frequent new product introductions and improvements offered by our competitors. Our competitive
position could weaken, and we could experience a drop-in revenue in we are not able to anticipate or react to competitive challenges
or if new or existing competitors gain market share in any of our markets. In order to successfully compete, we must maintain a successful
research and development effort to develop new product and enhance our existing products. Should we not be successful in responding to
our competitors or to changing technological and customer demands, the outcome could be a negative effect on our competitive position
and our financial results.

 Another
challenge is the growing competition from network equipment and computer hardware manufacturers as well as large operating system providers.
These firms continuously develop and incorporate into their products data protection and storage and server management software that
competes at some levels with our product offerings. Our competitive position could be adversely affected to the extent that our customers
perceive the functionality incorporated into these products as replacing the need for our products.

 Many
of our competitors have deeper pockets, greater technical, sales, marketing, or other resources than we do and consequently may have
the ability to influence customers to purchase their products instead of ours.

 There
is uncertainty as to market acceptance of our technology and services.

 The
demand for our products and services can change quickly and in ways that we may not anticipate because the market in which we operated
is characterized by rapid, and sometimes disruptive, technological development.

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

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

 Complexity,
 time and costs associated with the integration of acquired business operations, workforce, products and technologies into our existing
 business, sales force, employee base, product lines, and technology.

 Management
 distraction from our existing business and other business opportunities.

 Employee
 termination could occur and thus inducing costs associated with the termination of those employees.

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

 Increased
 expenses and working capital requirements.

 Dilution
 of existing stockholders' shares.

 Increased
 costs and efforts in connection with compliance with Section 404 of the Sarbanes-Oxley Act.

 Integrating
an acquired business can be complex, time consuming, as well as an expensive process, which can impact the effectiveness of our internal
control over financial reporting.

 If
such integration is unsuccessful, we may not realize the potential benefits of an acquisition or suffer from adverse effects that we
currently cannot foresee.

 Any
of the foregoing, along with other factors, could harm our ability to achieve anticipated levels of profitability from such acquired
businesses or to realize other anticipated benefits of such acquisitions. Due to the fact that acquiring high technology companies is
inherently risky, there can be no assurance that future acquisitions will be successful and shall not adversely affect our business,
financial condition or operating results.

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

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

 Managing
 the length of the development cycle for new product enhancements, which could be longer than originally anticipated.

 Adapting
 our products to the endlessly evolving industry standards and to our competitors' technological developments.

 Entering
 into new markets in which we have limited experience.

 Incorporating
 acquired products and technologies.

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

 Developing
 or expanding efficient sales channels.

 In
addition, if we cannot adapt our business models to keep pace with industry trends, our revenue could be negatively impacted.

 If
we are not successful in managing these risks and challenges, or if our new products, product upgrades, and services are not technologically
competitive or do not achieve market acceptance, our business and operating results could be adversely affected.

 Our
cybersecurity system might be used for fraudulent, illegal or improper purposes, which could expose us to additional liability and harm
our business.

 Reputation
in the cybersecurity field is an important corporate asset. An operating incident, significant cybersecurity disruption, or other adverse
event may have a negative impact on our reputation. This, in turn, could make it more difficult for us to compete successfully for new
opportunities, obtain necessary regulatory approvals, or could reduce consumer demand for our branded products.

 Furthermore,
such disruptions or fraudulent use could expose us to liabilities such as lawsuits and settlements. Such liabilities could be time consuming,
costly and harmful to our business and funds.

 We
may be subject to the risks of doing business internationally.

 We
have significant operations outside of the U.S., including engineering, sales, customer support and production, these will be subject
to risks in addition to those faced by our domestic operations such as:

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

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

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

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

 Longer
 payment cycles due to sales in foreign countries.

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

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

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

 Costs
of compliance with laws and regulations

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

 The
growth and expansion of the company into a variety of new fields may potentially involve new regulatory issues/requirements such as the
EU General Data Protection Regulation (GDPR) or the New York Department of Financial Services (NYDFS) Cybersecurity Regulation. The potential
cost of compliance with or imposed by new/existing regulations and policies that are applicable to us may affect the use of our products
and services and could have a material adverse impact on our results of operations.

 We
may not be able to successfully protect the intellectual property we license and may be subject to infringement claims.

 We
rely on a combination of contractual rights, copyright, trademark and trade secret laws to establish and protect our proprietary technology.
We customarily require our employees and independent contractors to execute confidentiality agreements or otherwise to agree to keep
our proprietary information confidential when their relationship with us begins. Typically, our employment contracts also include clauses
requiring our employees to assign to us all of the inventions and intellectual property rights they develop in the course of their employment
and to agree not to disclose our confidential information. Nevertheless, others, including our competitors, may independently develop
similar technology to that licensed by us, duplicate our services or design around our intellectual property. Further, contractual arrangements
may not prevent unauthorized disclosure of our confidential information or ensure an adequate remedy in the event of any unauthorized
disclosure of our confidential information. Because of the limited protection and enforcement of intellectual property rights in many
foreign markets, our intellectual property rights may not be as protected as they may be in more developed markets such as the United
States. We may have to litigate to enforce or determine the scope or enforceability of our intellectual property rights (including trade
secrets and know-how), which could be expensive, could cause a diversion of resources and may not prove successful. The loss of intellectual
property protection could harm our business and ability to compete and could result in costly redesign efforts, discontinuance of certain
service offerings or other competitive harm. Additionally, we do not hold any patents for our business model or our business processes,
and we do not currently intend to obtain any such patents in Mexico, the United States or elsewhere.

 We
may also be subject to costly litigation in the event our services or the technology that we license are claimed to infringe, misappropriate
or otherwise violate any third party's intellectual property or proprietary rights. Such claims could include patent infringement,
copyright infringement, trademark infringement, trade secret misappropriation or breach of licenses. We may not be able to successfully
defend against such claims, which may result in a limitation on our ability to use the intellectual property subject to these claims
and also might require us to redesign affected services, enter into costly settlement or license agreements, pay costly damage awards,
or face a temporary or permanent injunction prohibiting us from marketing or selling certain of our services. In such circumstances,
if we cannot or do not license the infringed technology on reasonable terms or substitute similar technology from another source, our
revenue and earnings could be adversely impacted. Additionally, in recent years, non-practicing entities have been acquiring patents,
making claims of patent infringement and attempting to extract settlements from companies in our industry. Even if we believe that such
claims are without merit and successfully defend these claims, defending against such claims is time consuming and expensive and could
result in the diversion of the time and attention of our management and employees.

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

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

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

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

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

 We
are subject to Currency exchange rate fluctuations

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

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

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

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

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

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

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

 If
we are unable to attract and retain qualified employees, lose key personnel, fail to integrate replacement personnel successfully, or
fail to manage our employee base effectively, we may be unable to develop new and enhanced products and services, effectively manage
or expand our business, or increase our revenues.

 Our
future success depends upon our ability to recruit and retain our key management, technical, sales, marketing, finance, and other critical
personnel. Our officers and other key personnel are employees-at-will, and we cannot assure you that we will be able to retain them as
the competition for workers with the specific skills that we require is significant. In order to attract and retain personnel in a competitive
marketplace, we believe that we must provide a competitive compensation package, including cash and equity-based compensation. The unpredictability
in our stock price may from time to time unfavorably affect our ability to recruit or retain employees. In addition, we may be unable
to obtain required stockholder approvals of future increases in the number of shares available for issuance under our equity compensation
plans, and accounting rules require us to treat the issuance of employee stock options and other forms of equity-based compensation as
compensation expense. As a result, we may decide to issue fewer equity-based incentives and may be impaired in our efforts to attract
and retain necessary personnel. If we are unable to hire and retain qualified employees, or conversely, if we fail to manage employee
performance or reduce staffing levels when required by market conditions, our business and operating results could be adversely affected.

 Similarly
to every work place, from time to time, key personnel in our company may leave, which may in turn have a negative impact and result in
significant disruptions to our operations, including harming the timeliness product release, the successful implementation and completion
of company initiatives, effectiveness of our disclosure controls and procedures and our internal control over financial reports, and
the results of our operations. Furthermore, recruiting, training and successfully integrating replacement employees could be time consuming
and may result in additional disruptions to our operations, which could in turn negatively impact future revenues.

 Third
parties claiming that we infringe their proprietary rights could cause us to incur significant legal expenses and prevent us from selling
our products.

 There
is a possibility of future claims that we allegedly infringed the intellectual property rights of others, including claims regarding
patents, copyrights, and trademarks. In addition, former employers of our former, current, or future employees may assert claims that
such employees have improperly disclosed to us the confidential or proprietary information of these former employers. Any such claim,
with or without merit, could result in costly litigation and distract management from day-to-day operations. If we do not successfully
defend our company of such claims, we could be forced to stop selling, or redesign our products, pay monetary amounts as damages, enter
into royalty or licensing arrangements, or satisfy indemnification obligations that we have with some of our customers. We cannot assure
you that any royalty or licensing arrangements that we may seek in such circumstances will be available to us on commercially reasonable
terms or at all.

 We
must comply with governmental regulations setting privacy standards.

 Governmental
regulations setting environmental standards influence the design, components or operation of our products. New regulations and changes
to current regulations are always possible and, in some jurisdictions, regulations may be introduced with little or no time to bring
related products into compliance with these regulations. Our failure to comply with these regulations may prevent us from selling our
products in certain countries. In addition, these regulations may increase our cost of supplying the product by forcing us to redesign
existing products or to use more expensive designs or components. This may induce unexpected costs or operational complexities to bring
products into compliance. Such could have an adverse effect on our revenues, gross profit margins and results of operations and increase
the volatility of our financial results.

 In
addition, our business could be significantly adversely affected by other business disruptions to us or our third party collaborators
that could seriously harm our potential future revenue and financial condition. Our operations, and those of our collaborators, contract
manufacturing organizations (CMOs) and other contractors, consultants, and third parties could be subject to other global pandemics,
earthquakes, power shortages, telecommunications failures, water shortages, floods, hurricanes, typhoons, fires, extreme weather conditions,
medical epidemics and other natural or man-made disasters or business interruptions, for which we are predominantly self-insured. The
occurrence of any of these business disruptions could seriously harm our operations and financial condition and increase our costs and
expenses.

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

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

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

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

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

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

 Risks
Relating to Our Israel Operations

 Our
principal executive offices and other significant operations are located in Israel, and, therefore, our results may be adversely affected
by political, economic and military instability in Israel, including the recent attack by Hamas and other terrorist organizations from
the Gaza Strip and Israel's war against them.

 Our
executive offices and corporate headquarters are located in Israel. In addition, most of our officers are residents of Israel. Accordingly,
political, economic and military and security conditions in Israel and the surrounding region may directly affect our business. Any conflicts,
political instability, terrorism, cyberattacks or any other hostilities involving Israel or the interruption or curtailment of trade
between Israel and its present trading partners could adversely affect our operations. Ongoing and revived hostilities in the Middle
East or other Israeli political or economic factors, could harm our operations.

 In
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.

 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 some of its operations.

 In
connection with the Israeli security cabinet's declaration of war against Hamas and possible hostilities with other organizations,
several hundred thousand Israeli military reservists were drafted to perform immediate military service. Certain of our consultants in
Israel have been called, and additional employees (or their spouses or partners) may be called, for service in the current or future
wars or other armed conflicts with Hamas, and such persons may be absent for an extended period of time. As a result, our operations
in Israel may be disrupted by such absences, which disruption may materially and adversely affect our business, prospects, financial
condition and results of operations.

the attack by Hamas on Israel's southern border, Hezbollah in Lebanon has also launched missile, rocket and shooting attacks against
Israeli military sites, troops, and Israeli towns in northern Israel. In response to these attacks, the Israeli army has carried out
a number of targeted strikes on sites belonging to Hezbollah in southern Lebanon. It is possible that other terrorist organizations,
including Palestinian military organizations in the West Bank, as well as other hostile countries, such as Iran, will join the hostilities.
Such hostilities may include terror and missile attacks. Any hostilities involving Israel or the interruption or curtailment of trade
between Israel and its trading partners could adversely affect our operations and results of operations. Our commercial insurance does
not cover losses that may occur as a result of events associated with war and terrorism. Although the Israeli government currently covers
the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that this government
coverage will be maintained or that it will sufficiently cover our potential damages. Any losses or damages incurred by us could have
a material adverse effect on our business. Any armed conflicts or political instability in the region would likely negatively affect
business conditions and could harm our results of operations.

 Further,
in the past, the State of Israel and Israeli companies have been subjected to economic boycotts. Several countries still restrict business
with the State of Israel and with Israeli companies. These restrictive laws and policies may have an adverse impact on our operating
results, financial condition or the expansion of our business. A campaign of boycotts, divestment and sanctions has been undertaken against
Israel, which could also adversely impact our business.

 Prior
to the Hamas attack in October 2023, the Israeli government pursued extensive changes to Israel's judicial system. In response
to the foregoing developments, individuals, organizations and institutions, both within and outside of Israel, have voiced concerns that
the proposed changes may negatively impact the business environment in Israel including due to reluctance of foreign investors to invest
or transact business in Israel as well as to increased currency fluctuations, downgrades in credit rating, increased interest rates,
increased volatility in securities markets, and other changes in macroeconomic conditions. The risk of such negative developments has
increased in light of the recent Hamas attacks and the war against Hamas declared by Israel, regardless of the proposed changes to the
judicial system and the related debate. To the extent that any of these negative developments do occur, they may have an adverse effect
on our business, our results of operations and our ability to raise additional funds, if deemed necessary by our management and board
of directors.

 Our
sales may be adversely affected by boycotts of Israel.

 Several
countries, principally in the Middle East, restrict doing business with Israel and Israeli companies, and additional countries may impose
restrictions on doing business with Israel and Israeli companies whether as a result of hostilities in the region or otherwise. In addition,
there have been increased efforts by activists to cause companies and consumers to boycott Israeli goods based on Israeli government
policies. Such actions, particularly if they become more widespread, may adversely impact our ability to sell our products.

 Risks
Related to Our Securities

 There
is a limited active liquid trading market for the Company's common stock.

 The
Company reports under the Exchange Act and its Common Stock is eligible for quotation on the OTC Markets. However, there is no regular
active trading market in the Company's Common Stock, and we cannot give an assurance that an active trading market will develop.
If an active market for the Company's Common Stock develops, there is a significant risk that the Company's stock price may
fluctuate dramatically in the future in response to any of the following factors, some of which are beyond our control:

 Variations
 in our quarterly operating results;

 Announcements
 that our revenue or income are below analysts' expectations;

 General
 economic slowdowns;

 Sales
 of large blocks of the Company's common stock; and

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

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

 As
of the date of this current report on Form 10-K, our directors, executive officers, principal stockholders and affiliated entities beneficially
own, in the aggregate, approximately 83.84% of our outstanding voting securities. Additionally, Ms. Gaya Rozensweig, one of our directors,
holds Series A preferred Stock which allows her to vote with holders of the Common Stock on an as converted basis giving her effective
control of any vote.

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

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

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

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

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

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

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

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

 Acquiring
 or losing a significant customer.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

 Item
1B. Unresolved Staff Comments.

 None.

 ITEM
1C. CYBERSECURITY

 We
recognize the importance of developing, implementing and maintaining cybersecurity measures to better safeguard our information systems
and protect the confidentiality, integrity and availability of our data. Our management team will work to evaluate and address cybersecurity
risks in alignment with our business objectives and operational needs. We have not been subject to cybersecurity challenges that have
materially impaired our operations or financial standing. In the future, the Company will require the Board and employees to complete
cybersecurity training related to the physical security of assets, data privacy and other information security policies and procedures.

 Item
2. Properties.

 Since
May 8, 2018, the Company's executive offices were, and continue to be at 1825 NW Corporate Blvd., Suite 110, Boca Raton, FL 3343.
The Company pays $99 per month to lease this office space.

 Our
subsidiary RNA Ltd. currently has a corporate office located in, Herzliya, Israel. The office comprises approximately 247 square meters.
The lease term for this office is from December 2020 through December 2024 and our monthly renal payment is approximately $4,700.

 We
believe that our facilities are generally in good condition and suitable to carry on our business. We also believe that, if required,
suitable alternative or additional space will be available to us on commercially reasonable terms.

 Item
3. Legal Proceedings.

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

 Not
applicable

 PART
II

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

 Market
Information

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

 Market
Information

 As
of April 14, 2024, there were 398 active holders of record of our common stock, and the last reported sale price of our common
stock on the OTC Pink-tier of OTC Markets on April 12, 2024 was $0.0003.

 Dividend
Policy

 To
date, we have paid no dividends on our common stock and do not expect to pay cash dividends in the foreseeable future. We plan to retain
all earnings to provide funds for the operations of our company. In the future, our Board of Directors will decide whether to declare
and pay dividends based upon our earnings, financial condition, capital requirements, and other factors that our Board of Directors may
consider relevant. We are not under any contractual restriction as to present or future ability to pay dividends.

 Unregistered
Sales of Equity Securities

 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.

 a.
 On
 September 9, 2023 the Company received subscription
 proceeds of $150,000 under the investment agreement with Mr. Baumeohl in respect of which
 he is entitled to 500,000,000 shares of Common Stock which have not been issued as of the
 date of this report

 b.
 On
 October 12, 2023 the Company received subscription
 proceeds of $175,000 under the investment agreement with Mr. Baumeohl in respect of which
 he is entitled to 562,500,000 shares of Common Stock which have not been issued as of the
 date of this report.

 c.
 On
 December 21, 2023 the Company received subscription
 proceeds of $150,000 under the investment agreement with Mr. Baumeohl in respect of which
 he is entitled to 375,000,000 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.

 Issuer
Purchases of Equity Securities

 None

 Transfer Agent

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

 Item
6 -RESERVED

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

 The
following Management's Discussion and Analysis of Financial Condition and Results of Operations is intended to provide information
necessary to understand our audited consolidated financial statements for the fiscal years ended December 31, 2023 and December 31, 2022
and highlight certain other information which, in the opinion of management, will enhance a reader's understanding of our financial
condition, changes in financial condition and results of operations. In particular, the discussion is intended to provide an analysis
of significant trends and material changes in our financial position and the operating results of our business during the year ended
December 31, 2023, as compared to the fiscal year ended December 31, 2022. This discussion should be read in conjunction with our consolidated
financial statements for the fiscal years ended December 31, 2023 and December 31, 2022 and related notes included elsewhere in this
Annual Report on Form 10-K. These historical financial statements may not be indicative of our future performance. This Management's
Discussion and Analysis of Financial Condition and Results of Operations contains numerous forward-looking statements, all of which are
based on our current expectations and could be affected by the uncertainties and risks described throughout this filing, particularly
in "Item 1A. Risk Factors."

 Overview

 On
April 27, 2020, WHEN completed a reverse triangular merger pursuant to the Agreement and Plan of Merger (the "Merger Agreement")
among the Company, R2GA, Inc., a Delaware corporation and a wholly owned subsidiary of the Company ("Sub"), UCG, Inc., a
Florida corporation ("Seller"), SG 77 Inc., a Delaware corporation and wholly-owned subsidiary of Seller ("SG"),
and RNA Ltd., an Israeli company and a wholly owned subsidiary of SG ("RNA"). Under the terms of the Merger Agreement, R2GA
merged with and into SG, with SG remaining as the surviving corporation and a wholly-owned subsidiary of the Company (the "Merger").
The Merger became effective as of April 29, 2020. Each of Gaya Rozensweig and George Baumeohl, directors of the Company, are also the
sole shareholders and directors of UCG.

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

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

 Acquisition

 As
previously disclosed, WHEN completed the acquisition of a 26% equity interest in CrossMobile Sp. z o.o, a company formed under the laws
of Poland ("CrossMobile"). On 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. 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.

 We
believe that the acquisition of CrossMobile provides an opportunity in our evolution and provides us with a strong foothold in the European
market. CrossMobile is part of a limited group of licensed mobile virtual network operators (MVNO)
 in the EU. CrossMobile is planning to roll-out a comprehensive suite of value-added services for B2B and B2C customers in the
telecom industry.

 The
global telecom market was valued at $1.6 trillion in 2020 and is expected to grow at 5.4% Compound Annual Growth Rate (CAGR) through
2028 1. The global cybersecurity market was valued at $140 billion in 2021 and is expected to reach $376 billion by 2029 2.
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.

 Global Telecom Services Market Size Report, 2021-2028. (2022). Retrieved 21 August 2022, from

Insights, F. (2022). With 13.4% CAGR, Global Cyber Security Market Size to Surpass USD 376.32 Billion in 2029. Retrieved 21 August 2022,
from

 Acquisition
of Instaview

 On
Feb. 22, 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.

 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

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

 RESULTS
OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

 Results
of Operations

 Summary
of Results of Operations

 Year ended

 December 31

 2023

 2022

 $
 207,709

 $
 91,120

 Operating Expenses

 Research and development expenses

 (1,935,085
)

 (1,390,545
)

 Selling and marketing expenses

 (92,053
)

 (15,656
)

 General and administrative expenses

 (5,080,725
)

 (8,625,959
)

 Operating loss

 (6,900,154
)

 (9,941,040
)

 Financing income, net

 2,746

 15,529

 Other loss

 (151,015
)

 -

 Loss before equity in net loss of equity investments

 (7,048,423
)

 (9,925,781
)

 Less: Share in net gain (loss) of equity investments

 (1,977
)

 (20,594
)

 Net loss

 (7,050,400
)

 (9,946,375
)

 Net loss attributable to non-controlling interests

 71,052

 3,977

 Net loss attributable to the Company's stockholders

 (6,979,348
)

 (9,942,398
)

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

 The
following table discloses the breakdown of revenues and costs of revenues:

 Year
 Ended December 31

 2023

 2022

 207,709

 91,120

 Operating
Expenses

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

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:

 Year
 Ended December 31

 2023

 2022

 Salaries
 and related expenses

 $

 268,358

 $

 340,054

 Share-based
 compensation expenses

 1,335,600

 909,637

 Subcontractors
 and other development costs

 175,711

 37,723

 Depreciation
 and amortization

 18,617

 11,689

 Rent
 and office maintenance

 113,334

 54,561

 Other
 expenses

 23,465

 36,881

 Total

 $

 1,935,085

 $

 1,390,545

 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:

 Year
 Ended December 31

 2023

 2022

 Salaries
 and related expenses

 $
 92,053

 $

 Professional
 services

 -

 13,815

 Other
 expenses

 -

 1,519

 Total

 $
 92,053

 $
 15,656

 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:

 Year
 Ended December 31

 2023

 2022

 Salaries
 and related expenses

 $
 234,395

 $
 259,587

 Share-based
 compensation expenses

 4,410,362

 8,119,940

 Professional
 services

 314,135

 87,383

 Rent
 and office maintenance

 28,308

 16,975

 Other
 expenses

 93,525

 142,074

 Total

 $
 5,080,725

 $
 8,625,959

for the years ended December 31, 2023 and 2022 were $207,709 and $91,120, respectively.

and Development Expenses.

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 $1,390,545 for the year ended
December 31, 2022 to $1,935,085 in 2023. The increase resulted primarily from increase in non-cash share-based compensation expenses
and in rent and maintenance costs partially offset by decrease in salaries and related expenses.

 Selling
and Marketing Expenses. Selling and marketing expenses consist primarily of salaries and related expenses. Selling and marketing
expenses for the year ended December 31, 2023 amounted to $92,053 as compared to $15,656 for the year ended December 31, 2022. 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 $8,625,959 for the year ended December 31, 2022 to $5,091,007 in 2023. The decrease is primarily attributed to the decrease in non-cash
share-based compensation expenses partially offset by increase in professional services expenses.

 Financing
Income, Net. Financing income, net decreased from financing income of $2,746 for the year ended December 31, 2022 to financing income,
net of $13,832 for the year ended December 31, 2023. The decrease is mainly a result of currency exchange differences between the Dollar
and the New Israeli Shekel offset by increase in related parties' interest.

 Net
Loss. Net loss for the year ended December 31, 2023 was $7,050,314 and is primarily attributable to increase in share based
compensation expenses to our employees and services providers.

Condition, Liquidity and Capital Resources

 Liquidity
is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. At December 31, 2023 and
December 31, 2022, we had current assets of $250,894 and $276,508, respectively, and total assets of $10,198,927 and $10,233,018 respectively.
We had current liabilities of $718,137 as compared to $787,683 as of December 31, 2023 and December 31, 2022, respectively and total
liabilities of $3,869,960 as compared to $3,948,646 as of December 31, 2023 and December 31, 2022, respectively.

 At
December 31, 2023, we had a cash balance of $46,435 to the cash balance of $56,346 as of December 31, 2022. We have no cash
equivalents.

 At
December 31, 2023, we had a negative working capital of $467,243 as compared with a working capital deficiency of $511,175 at December
31, 2022.

 In
addition, in February 2023, the Company issued to an investor and a designee an aggregate of 1,440,000,000 shares of common stock in
satisfaction of a loan made by the investor to the Company in the principal amount of $120,000 plus interest of $24,000 of accrued interest
for the 10-year loan period.

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 through August 2025, 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 $1,700,000 from Mr. Baumeohl of which he was issued 20,833,333,333 shares
of our common stock at a per share price ranging between $0.0003 and $0.0004.

 Management
believes that funds on hand, as well as the subscription proceeds that we are to receive on a periodic basis under the committed subscription
agreements with our director, will enable us to fund our operations and capital expenditure requirements through the next twelve months.
We are substantially dependent on the periodic investment by our director 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.

 Accounting
for stock-based compensation:

 We
grant equity-based awards under share-based compensation plans. We estimate the fair value of share-based payment awards using the Black-Scholes
option valuation model. This fair value is then amortized over the requisite service periods of the awards. The Black-Scholes option
valuation model requires the input of subjective assumptions, including price volatility of the underlying stock, risk-free interest
rate, dividend yield, and expected life of the option. Share-based compensation expense is based on awards ultimately expected to vest,
and therefore is reduced by expected forfeitures. Changes in assumptions used under the Black-Scholes option valuation model could materially
affect our net loss and net loss per share.

 Accounting
for CrossMobile business combination:

 The
Company reached a conclusion that the acquired set of assets held at CM does not meet the definition of a business as substantially all
the fair value of the gross assets is concentrated in the license held by CM. CM is at it start up stages and has no substantial operations.
The only significant asset is the license which constitute much more than 90% of the consideration paid. Based on that, the Company determined
that the additional investment in CM constitute an asset acquisition in stages and resulted in obtaining control over all assets of CM
and consolidating CM as of October 25, 2022.

 The
Company used the cost accumulation method to determine the cost of the acquisition. The Company used the carrying value of its 25% interest
and did not recognize any gain or loss on the interest held at CM previously.

 The
consideration for the assets of CM was with shares of WHEN with fair value of $8M ($0.0004 per share) and was issued to CM and not the
shareholders of CM. Hence, upon obtaining control over all the assets of CM, WHEN has gained control over it own shares held at CM. Based
on the guidance in ASC 810-10-45-5 shares held by the subsidiary would not be considered outstanding
and hence, 100% of the shares of WHEN held by CM are presented as treasury shares in the consolidated balance sheet, even though there
are noncontrolling interests at CM.

 The
assets acquisition of CM resulted in 49% noncontrolling interests in CM. The Company analogized from ASC 805-30-30-1 and added the fair
value of the noncontrolling interests to the consideration paid for the assets acquired.

 As
described above the entire consideration paid by WHEN was with its shares, issued to CM. Based on the guidance in ASC 810-10-45-5 the
shares are not considered outstanding. The Company concluded that the fair value of the consideration paid to be based on the fair value
of the noncontrolling interests.

 Off-Balance
Sheet Arrangements

 We
have not entered into any off-balance sheet arrangements during 2021 and do not anticipate entering into any off-balance sheet arrangements
during the next 12 months.

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

 Not
applicable.

 Item
8. Financial Statements and Supplementary Data.

 The
Company's consolidated financial statements, together with the report of the independent registered public accounting firm thereon
and the notes thereto, are presented beginning at page F-1. The Company's consolidated balance sheet as of December 31, 2023, and
the related consolidated statements of operations and comprehensive loss, changes in stockholders' deficit and cash flows for the
year then ended have been audited by Barzily & Co.. The Company's consolidated balance sheet as of December 31, 2022, and
the related consolidated statements of operations and comprehensive loss, changes in stockholders' deficit and cash flows for the
year then ended have been audited by Brightman Almagor Zohar & Co., Certified Public Accountants, a Firm in the Deloitte Global Network
These financial statements have been prepared in accordance with accounting principles generally accepted in the United State of America
and pursuant to Regulations S-K as promulgated by the Securities and Exchange Commission and are included herein pursuant to Part II,
Item 8 of this Form 10-K. The financial statements have been prepared assuming the Company will continue as a going concern.

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

 Dismissal
of Independent Registered Public Accounting Firm

 On
March 6, 2024, our Board of Directors (the "Board") dismissed Brightman Almagor Zohar & Co., Certified Public Accountants,
a Firm in the Deloitte Global Network ("Deloitte") as the Company's independent registered public accounting firm (the
"Dismissal'). Deloitte had served as the Company's independent registered public accounting firm since 2022.

 The
audit report of Deloitte on the consolidated financial statements of the Company for the fiscal year ended December 31, 2022 did not
contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting
principles.

the fiscal year ended December 31, 2022, and through and during the subsequent interim period through March 6, 2024, there were no (i)
disagreements with Deloitte on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or
procedure that, if not resolved to Deloitte's satisfaction, would have caused Deloitte to make reference to the subject matter
of the disagreement in connection with its report and; (ii) "reportable events" as defined in Item 304(a)(1)(v) of Regulation
S-K. Deloitte did not act as the Company's independent registered public accounting firm during the fiscal year ending December
31, 2021.

 Appointment
of Independent Registered Public Accounting Firm

 On
March 11, 2024, in connection with the Dismissal, the Board appointed Barzily and Co CPAs ("Barzily"), as the Company's
independent registered public accounting firm for the year ending December 31, 2023.

the two most recent fiscal years ended December 31, 2022 and December 31, 2021 and during the subsequent interim period from January
1, 2023 through March 11, 2024, neither the Company nor anyone on its behalf consulted Barzily regarding either (i) the application of
accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on
the Company's financial statements, and neither a written report nor oral advice was provided to the Company that Barzily concluded
was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue,
or (ii) any matter that was either the subject of a "disagreement" or a "reportable event", each as defined in
Regulation S-K Item 304(a)(1)(iv) and 304(a)(1)(v), respectively.

 Item
9A. Controls and Procedures.

 Evaluation
of Disclosure Controls and Procedures. Management of the Company, with the participation of the Interim Chief Executive Officer and
Directors, conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures (as such term is defined
in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934) pursuant to Rule 13a-15 under the Exchange Act. The Company's
disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports it
files or submits under the Exchange Act is recorded, processed, summarized and reported on a timely basis and that such information is
communicated to management, including the Interim Chief Executive Officer and the Company's Board of Directors, to allow timely
decisions regarding required disclosure. Based upon that evaluation, the Interim Chief Executive Officer concluded that the Company's
disclosure controls and procedures were not effective as of December 31, 2022 for the reasons discussed below.

 Management's
Report on Internal Control over Financial Reporting. Management is responsible for the preparation of our financial statements and
related information. Management uses its best judgment to ensure that the financial statements present fairly, in material respects,
our financial position and results of operations in conformity with generally accepted accounting principles. Management of the Company
is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under
the Exchange Act.

 Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate. It should be noted that the Company's management,
including the Interim Chief Executive Officer does not expect that the Company's internal controls will necessarily prevent all
errors or fraud. A control system, no matter how well conceived or operated, can only provide reasonable, not absolute, assurance that
the objectives of the control system are met, Further, the design of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs.

 A
material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is
a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented
or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial
reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of
the Company's financial reporting.

 We
conducted an evaluation of the effectiveness of our internal controls over financial reporting based on the framework in "Internal
Control-Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and
subsequent guidance prepared by the Commission specifically for smaller public companies. Based on this evaluation, our management concluded
that our internal control over financial reporting was not effective as of December 31, 2023 for the reasons discussed below:

 1.

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

 2.

 We
 do not have a full time Chief Financial Officer that can oversee day to day operations and the financial reporting function.

 3.

 We
 do not have an independent audit committee that can provide management oversight.

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

 Changes
in Internal Controls over Financial Reporting

 There
have been no changes in our internal control over financial reporting during the quarter ended December 31, 2023, that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 Item
9B. Other Information.

the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement"
or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

 ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Not
Applicable

 PART
III

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

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

 Name

 Age

 Position(s)
 with Company

 Giora

 Chief
 Executive Officer

 Maj
 (Ret) Danny Yatom

 President

 Tom
 Tromer

 CEO

 Gaya

 George
 Baumoehl

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

 Giora
Rozensweig. Mr. Rozensweig, age 49, holds degrees in software development, application DBA and IT, which he received from Kedem
College in 1994. Mr. Rozensweig has twenty years of experience in the industry and has worked with the Israeli Government, Hewlett Packard,
IBM, and Checkpoint. He is also the co-founder of RNA Technology Ltd. where he has served as Chief Executive Officer since 2015. Previously
Mr. Rozensweig served as Chief Executive Officer of Tomagi, Ltd. from 2008 until 2015.

 Maj.
Gen. (Ret.) Yatom, age 77 has over 40 years of experience in top intelligence and
security leadership roles, including as the Director of Mossad, the national intelligence and special operations agency of Israel and
one of the world's leading intelligence secret and operations agencies. From 1999 to 2001, he served as Chief of Staff for Security
and Policy to Prime Minister Ehud Barak. He also served in various positions in the Israeli security forces and government, including
head of the Israeli Defense Forces' Planning Directorate, commander of the Central Command, and military secretary to defense ministers
Moshe Arens and Yitzhak Rabin and prime ministers Yitzhak Rabin and Shimon Peres. He holds Bachelor of Science degree in Physics, Mathematics
and Computer Science from the Hebrew University in Jerusalem and Master of Arts degree in the Middle Eastern studies from Tel Aviv University

 Tom
Tromer has 30 years of Executive experience from North America, Scandinavia, Central and Eastern Europe in building and implementing
strategies among others, IT solution for e.g. food security programs, international and domestic quality measurement solutions for Postal
operators, commercial RE with a investment portfolio exceeding EUR 300mio. He communicates very well in English, German, Danish and Polish.
He actively supports all processes, including sales and service, fully understanding the rules of proper and smooth operation of business.
Mr. Tom Tromer hold a Master Degree in Political Science from Aarhus University in Denmark and MBA in Economics from Warsaw University
of Life Science (Poland).

 Gaya
Rozensweig. Mrs. Rozensweig, age 40, holds a Degree in Business Management & Information Systems, which she received from
the College of Management, Jerusalem in 2003. Mrs. Rozensweig is a co-founder of RNA Technology Ltd. and has headed the sales and marketing
of a startup with a 27-person team that worked with government offices, banks, insurance companies. Mrs. Rozensweig has served as Chief
Financial Officer of RNA Technology, Ltd. since 2015. Previously she served as Chief Financial Officer at Tomagi Ltd. from 2008 until
2015.

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

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

 Involvement
in Certain Legal Proceedings

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

 Corporate
Governance

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

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

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

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

 Code
of Ethics

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

 Role
of Board in Risk Oversight Process

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

Compensation

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

 Conflicts
of Interest

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

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

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

 Section
16(a) Beneficial Ownership Reporting Compliance

 Section
16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of a registered
class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual
reports concerning their ownership of our common shares and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers,
directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports
they file. Based on our review of the copies of such forms received by us, and to the best of our knowledge, all executive officers,
directors and persons holding greater than 10% of our issued and outstanding stock have not filed the required reports in a timely manner
during the fiscal year ended December 31, 2023.

 Insider
Trading Policy

 Given
our small size, our board of directors has not yet adopted an insider trading policy that is appropriate for a company of our size. The
board intends to consider an adopt an appropriate insider trading policy during the 2024 fiscal year.

 Item
11. Executive Compensation.

 The
following table sets forth certain compensation information for: (i) our principal executive officer or other individual serving in a
similar capacity during our fiscal year ended December 31, 2023, (ii) our two most highly compensated executive officers other than our
principal executive officers who were serving as executive officers at December 31, 2023 whose compensation exceed $100,000 and (iii)
up to two additional individuals for whom disclosure would have been required but for the fact that the individual was not serving as
an executive officer at December 31, 2022. Compensation information is shown for the fiscal years ended December 31, 2023 and 2022:

 SUMMARY
COMPENSATION TABLE

 Name
 and Principal Position

 Year

 Salary

 Bonus

 Stock
 Awards

 Option
 Awards (1)

 Non-Equity
 Incentive Plan Compensation

 Non-Qualified
 Deferred Compensation Earnings

 All
 Other Compensation

 Total

 Giora

 2023

 109,177

 -

 -

 727,709

 -

 -

 -

 836,886

 2022

 153,337

 -

 -

 651,002

 -

 -

 -

 804,339

 Gaya

 2023

 133,779

 -

 -

 -

 -

 -

 -

 133,779

 2022

 130,490

 -

 -

 -

 -

 -

 -

 130,490

 Danny
 Yatom

 2023

 -

 -

 -

 879,562

 -

 -

 -

 879,562

 2022

 -

 -

 -

 1,634,772

 -

 -

 -

 1,634,772

 Tom
 Tromer

 2023

 -

 -

 728,764

 -

 -

 -

 728,764

 2022

 -

 -

 -

 1,203,723

 -

 -

 -

 1,203,723

 1.
In accordance with SEC rules, the amounts in this column reflect the fair value on the grant date of the option awards granted to the
named executive, calculated in accordance with ASC Topic 718. Stock options were valued using the Black-Scholes model. The grant-date
fair value does not necessarily reflect the value of shares which may be received in the future with respect to these awards. The grant-date
fair value of the stock options in this column is a non-cash expense for us that reflects the fair value of the stock options on the
grant date and therefore does not affect our cash balance. The fair value of the stock options will likely vary from the actual value
the holder receives because the actual value depends on the number of options exercised and the market price of our Common Stock on the
date of exercise. For a discussion of the assumptions made in the valuation of the stock options, see Note 11 to the financial reports
attached to this Annual Report.

 2.
Represents compensation expense recorded by the Company
in respect of the options for 5,000,000,000 shares granted in May 2022.

 3.
Represents compensation expense recorded by the Company
in respect of the options for 6,000,000,000 shares granted in June 2021 in respect of advisory
board services.

 4.
Represents compensation expense recorded by the Company
in respect of the options for 6,000,000,000 shares granted in May 2022 in respect of advisory board
services.

 Employment
Agreements with Executive Officers

 On
October 21, 2020, RNA Ltd., the Company's subsidiary, and Giora Rozensweig, the Company's interim Chief Executive Officer,
entered into an employment agreement providing for the employment (the "Giora Employment Agreement") of Mr. Giora Rozensweig
as RNA's Chief Executive Officer, with retroactive application to July 1, 2020. Under the Giora Employment Agreement, Mr. Rozensweig
is paid an annual gross salary of the current New Israeli Shekel equivalent of $133,500, payable monthly. Under the Giora Rozensweig
Employment Agreement he also receives the following: (i) Manager's Insurance under Israeli law for the benefit of Mr. Rosenzweig
pursuant to which RNA contributes amounts equal to (a) 8-1/3 percent (and Mr. Rosenzweig contributes an additional 5%) of each monthly
salary payment, and (b) 6.5% of Mr. Rosenzweig's salary (with Mr. Rosenzweig contributing an additional 6%) to a pension fund,
a form of deferred compensation program established under Israeli law. The Giora Employment Agreement also contains certain provisions
for termination by RNA, which may result in a severance payment equal to twenty four months of base salary then in effect.

 On
October 21, 2020, RNA Ltd., the Company's subsidiary, and Gaya Rozensweig entered into an employment agreement providing for
the employment (the "Gaya Employment Agreement") of Ms. Gaya Rozensweig as RNA's controller, with retroactive
application to July 1, 2020. Under the Gaya Employment Agreement, Ms. Rozensweig is paid an annual gross salary of the current New
Israeli Shekel equivalent of $93,500, payable monthly. Under the Gaya Rosenzweig Employment Agreement, she also receives the
following: (i) Manager's Insurance under Israeli law for the benefit of Ms. Rosenzweig pursuant to which RNA contributes
amounts equal to (a) 8-1/3 percent (and Ms. Rosenzweig contributes an additional 5%) of each monthly salary payment, and (b) 6.5% of
Ms. Rosenzweig's salary (with Ms. Rosenzweig contributing an additional 6%) to a pension fund, a form of deferred compensation
program established under Israeli law. The Gaya Employment Agreement also contains certain provisions for termination by RNA, which
may result in a severance payment equal to twenty four months of base salary then in effect.

 Other
than as provided above, Mr. Tromer does not have any other compensatory arrangement with either CrossMobile or WHEN.

 Termination
of Employment and Change of Control Arrangement

 Under
each of the Giora Employment Agreement and the Gaya Employment Agreement, in the event that the Company terminates the agreement for
reasons other than cause, then the employee isentitled to two years of salary payments.

 OUTSTANDING
EQUITY AWARDS AT DECEMBER 31, 2023

 The
following table sets forth information concerning equity awards held by each of our Named Executive Officers as of December 31, 2023.

 Name

 of Securities Underlying Options (#) Exercisable

 of Securities Underlying Options (#) Unexercisable

 Option
 Exercise Price
 ($)

 Option
 Expiration Date

 of Securities Underlying RSUs (#) Unvested

 Danny
 Yatom

 3,750,000,000

 2,250,000,000

 $

 6/26/31

 —

 Giora

 1,250,000,000

 3,750,000,000

 $

 5/14/31

 —

 There
were no outstanding equity awards at December 31, 2023 to our named executive officers.

 Compensation
of Directors

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

 Securities
Authorized for Issuance under Equity Compensation Plans

 The
following table provides certain aggregate information with respect to the Company's shares of common stock that as of December
31, 2023 were issuable under its 2021 Equity Incentive Plan in effect as of December 2022.

 Plan
 Category

 of securities to be issued upon exercise of outstanding options, warrants and rights (1)

 Weighted-average
 exercise price of outstanding options, warrants and rights (2)

 of securities remaining available for future issuance under equity compensation plan (excluding securities reflected in first column)
 (3)

 Equity
 compensation plans approved by security holders

 46,902,000,000

 $

 3,098,000,000

 Equity
 compensation plans not approved by security holders

 —

 —

 —

 Total

 46,902,000,000

 $

 3,098,000,000

 (1)

 Represents
 shares of common stock issuable under our 2021 Equity Incentive Plan upon exercise of outstanding options to purchase 46,902,000,000
 shares of common stock.

 (2)

 The
 weighted average remaining term for the expiration of remaining stock options is 2.74 years.

 (3)

 Represents
 shares of common stock available for future issuance under equity compensation plans.

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

 The
following table sets forth certain information concerning the number of shares of our common and preferred stock owned beneficially as
of April 17, 2022 by: (i) our directors and executive officer; and (ii) each person or group of persons known by us to beneficially own
more than 5% of our outstanding shares of common stock. Unless otherwise indicated, the shareholders listed below possess sole voting
and investment power with respect to the shares they own.

 Under
securities laws, a person is considered to be the beneficial owner of securities owned by him (or certain persons whose ownership is
attributed to him) or securities that can be acquired by him within 60 days, including upon the exercise of options, warrants or convertible
securities. The Company determines a beneficial owner's percentage ownership by assuming that options, warrants and convertible
securities that are held by the beneficial owner, but not those held by any other person, and which are exercisable within 60 days, have
been exercised or converted.

 The
Company believes that all persons named in the table have sole voting and investment power with respect to all shares of Common Stock
shown as being owned by them. Unless otherwise indicated, the address of each beneficial owner in the table set forth below is care of
World Health Energy Holdings, Inc. at 1825 NW Corporate Blvd. Suite 110, Boca Raton, FL 3343.

 Name
 of Beneficial Owner

 COMMON
 STOCK

 %
 of class (Common Stock) (1)

 SERIES
 A PREFERRED STOCK (6)

 %
 of class (Series A Preferred)

 Officers
 and Directors

 Giora
 Rozensweig, Interim Chief Executive Officer

 2,500,000
 (2)

 *

 —

 —

 Gaya
 Rozensweig, Director

 27,383,333,333
 (3)

 5.26
 %

 2,500,000

 %

 George
 Baumeohl, Director

 20,266,666,666
 (3)

 3.89
 %

 2,500,000

 %

 Danny
 Yatom, President

 4,625,000,000
 (4)

 *

 —

 —

 Tom
 Tromer

 4,875,000,000
 (5)

 *

 —

 —

 5%
 or More Shareholders

 UCG,
 Inc. (3)

 387,000,000,000

 74.31
 %

 Total
 Held by Officers and Directors of Each Class(5 persons)

 59,649,999,999

 11.24
 %

 %

 *
Less than 1%

 1.

 Based
 on 520,796,074,663 shares of Common Stock outstanding as of April _, 2024.

 2.

 Represents
 shares issuable upon vested options or options scheduled to vest in the next 60 days. Gaya Rozensweig is the spouse of Giora Rozensweig.
 While the shares of Common Stock are held as of record by Gaya Rozensweig, both persons may be deemed to control the voting and disposition
 of these shares.

 3.

 The
 sole shareholders and directors of UCG, Inc. are Gaya Rozensweig and George Baumeohl and, as such, they may be deemed to beneficially
 own these shares. The address of UCG Inc. is 1825 NW Corporate Blvd. Suite 110, Boca Raton, Florida 33431.

 4.

 Represents
 shares issuable upon vested options or options scheduled to vest in the next 60 days.

 5.

 Comprised
 of 1,500,000,000 shares of common stock and vested options or options scheduled to vest in the next 60 days for an additional 3,125,000,000
 shares of common stock

 6.

 The
 Series A Preferred Stock were issued in August 2019 to each of Gaya Rozensweig and George Baumeohl. The Series A Preferred Stock
 is authorized to vote with the Common Stock in all stockholder meetings that the Common Stock may vote and each share has voting
 power equal to 10,000 votes per share.

 Item
13. Certain Relationships and Related Transactions and Director Independence.

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

 On
December 31, 2020, Giora Rozensweig and our subsidiary SG entered into an Irrevocable License and Royalty Agreement pursuant to which
Mr. Rozensweig granted to the WHEN group an irrevocable worldwide license certain technologies and the related intelelctual rights. In
consideration of such license, Mr. Rozensweig is entitled to 1.5% of annual gross revenues, payable on a quarterly basis. The payments
are to be made at such time as the WHEN Group's revenues exceed on an aggregate basis $120,000.

 On
March 22, 2022 the Company, CrossMobile S.P.Zooand the shareholders of CrossMobile (of which Mr. Giora Rosenzweig, holds 40.67% and Mr.
George Baumeohl holds 6.67%, of the issued preferred share capital of CrossMobile), entered into an Investment Agreement (the "Agreement")
pursuant to which the Company is to purchase 26% of the outstanding common share capital of CrossMobile on a fully diluted basis, in
consideration of the issuance by the Company to CrossMobile of 10,000,000,000 restricted shares of Company common stock (the "Initial
Investment"). The acquisition is subject to the registration with the Polish Companies Registrar of the shares issuable to the
Company in respect of the Initial Investment, as required under local law. Upon the registration of the Company shareholdings in CrossMobnile,
the closing of the Initial Investment will be deemed to have occurred and the 10,000,000,000 Company shares of common stock will be issued
to CrossMobile.

 Item
14. Principal Accounting Fees and Services.

 Our independent registered public accounting firm for the year ended December 31, 2022 was Brightman Almagor Zohar
& Co., Certified Public Accountants, a Firm in the Deloitte Global Network ("Deloitte"), which served as the Company's
auditors (since October 2022). The following is a summary of the fees billed by Deloitte during the calendar years ended December 31,
2023 and 2022:

 2023

 2022

 Audit
 Fees

 $
 120,000

 $
 130,000

 Audit-Related
 Fees

 —

 —

 Tax
 Fees

 —

 —

 All
 Other Fees

 —

 —

 Total

 $
 120,000

 130,000

 Our
independent registered public accounting firm for the year ended December 31, 2023 is Barzily and Co CPAs ("Barzily") was
appointed on March 11, 2024. The following is a summary of the fees billed by Barzily, during the calendar years ended December 31, 2023
and 2022:

 2023

 2022

 Audit Fees

 $
 48,000

 $
 —

 Audit-Related Fees

 —

 —

 Tax Fees

 —

 —

 All Other Fees

 —

 —

 Total

 $
 48,000

 —

 Audit
Fees — This category includes the audit of our annual financial statements, review of financial statements included in our
Quarterly Reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection
with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as
a result of, the audit or the review of interim financial statements.

 Audit-Related
Fees — This category consists of assurance and related services by the independent registered public accounting firm that are
reasonably related to the performance of the audit or review of our financial statements and are not reported above under "Audit
Fees." The services for the fees disclosed under this category include consultation regarding our correspondence with the SEC and
other accounting consulting.

 Tax
Fees — This category consists of professional services rendered by our independent registered public accounting firm for tax
compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.

 All
Other Fees — This category consists of fees for other miscellaneous items.

 PART
IV

 ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 (a)

 1.

 Statements

 The
 financial statements and Report of Independent Registered Public Accounting Firm are listed in the "Index to Financial Statements"
 on page F-3 and included on pages F-1 through F-24.

 2.

 Statement Schedules

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

 3.

 Exhibits

 The
following exhibits are filed or "furnished" herewith:

 Exhibit
 No

 Description

 2.1

 Agreement and Plan of Merger (the "Merger Agreement") among World Health Energy Holding, Inc., R2GA, Inc., a Delaware corporation and a wholly owned subsidiary of the Company, UCG, Inc., a Florida corporation, SG 77 Inc., a Delaware corporation and wholly-owned subsidiary of Seller, and RNA Ltd., an Israeli company and a wholly owned subsidiary of SG. (incorporated from the Current Report on Form 8-K filed on April 30, 2020)

 3.1

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

 3.2

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

 4.1

 Description of Registrant's securities (incorporated from the Annual Report on Form 10-K filed on April 17, 2023)

 10.1

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

 10.2

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

 10.3

 Setoff Agreement dated as of December 31, 2020 among World Health Energy Holding, Inc., SG 77 Inc., RNA Ltd., Giora Rozensweig, Gaya Rozensweig and George Baumoehl (incorporated by reference to the Annual Report on Form 10-K for the year ended December 31, 2021 filed on April 15, 2021)

 10.4

 Irrevocable License and Royalty Agreement dated as of December 31, 2020 between Giora Rozensweig and SG 77 Inc. (incorporated by reference to the Annual Report on Form 10-K for the year ended December 31, 2021 filed on April 15, 2021)

 10.5

 Subscription Agreement dated as of November 1, 2022 between the Company and Mr. George Baumeohl

 21.1

 Subsidiaries of the Registrant (incorporated from the Annual Report on Form 10-K filed on April 17, 2023)

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

 Section 1350 Certification of Chief Executive Officer and Chief Financial Officer.*

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 104*

 Cover

 ITEM
16. FORM 10-K SUMMARY

 Not
applicable.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 WORLD

 (Registrant)

 By:

 /s/
 Giora Rozensweig

 Giora

 Interim
 Chief Executive Officer

 Date:
 April 15, 2024

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:

 Signature

 Title

 Date

 /s/
 Giora Rozensweig

 CEO

 April

 Giora

 /s/
 Danny Yatom

 President

 April

 Danny
 Yatom

 /s/
 Gaya Rozensweig

 April

 Gaya

 /s/
 George Baumoehl

 April

 George Baumoehl

 WORLD

FINANCIAL STATEMENTS

 DECEMBER
31, 2023

 WORLD

FINANCIAL STATEMENTS

 AS
OF DECEMBER 31, 2023

 IN
U.S. DOLLARS

 TABLE
OF CONTENTS

 Page

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 2015)

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 1197)

 FINANCIAL STATEMENTS:

 Consolidated Balance Sheets as of December 31, 2023 and 2022

 Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2023 and 2022

 Statements of Changes in Stockholders' Deficit for the years ended December 31, 2023 and 2022

 Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022

 Notes to Consolidated Financial Statements

 – F-27

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the stockholders and the Board of Directors of

 World
Health Energy Holdings, Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheet of World Health Energy Holdings, Inc. (the "Company") as of December
31, 2023, the related consolidated statements of operations and comprehensive loss, changes in stockholders' deficit, and cash
flows for the year ended December 31, 2023, and the related notes (collectively referred to as the "financial statements").
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December
31, 2023, and the results of its operations and its cash flows for the year ended December 31, 2023, in conformity with accounting principles
generally accepted in the United States of America.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit,
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides
a reasonable basis for our opinion.

 Critical
Audit Matter

 The
critical audit matters communicated below are matters arising from the current-period audit of the financial statements that was communicated
or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing a separate opinion on the critical audit

 F- 2

 Determine
whether the CrossMobile intangible assets required impairment – Refer to Notes 1.C and 7 to the consolidated financial statements

 Critical
Audit Matter Description

 In
2022, the Company increased its holding in CrossMobile Sp.z o.o. (CrossMobile) from 26% to 51%. This transaction was accounted for as
an asset acquisition. The Company used the cost accumulation method to determine the cost of the intangible assets acquired which totaled
approximately $9.7 million. As discussed in Note 2, the Company's identifiable intangible assets are reviewed for potential impairment
whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. As of December 31,
2023, the Company determined that an impairment was not required.

 How
the Critical Audit Matter Was Addressed in the Audit

 Auditing
the Company's impairment tests over the intangible assets was complex and highly judgmental due to the significant estimation required
in determining fair value and required extensive auditor effort. In particular, the fair value estimates were sensitive to significant
assumptions, such as revenue growth rates, operating margins, cash flows, terminal value, and weighted average cost of capital, which
are affected by expectations about future market or economic conditions and expected future operating results.

 Our
audit procedures related to the determination the value of the CrossMobile asset included the following, among others:

 We
 obtained an understanding of the Company's controls over the intangible assets impairment
 process, including controls over.

 We
 performed audit procedures that included, among others, assessing the valuation methodologies
 used by the Company, involving our valuation specialists to assist in testing the significant
 assumptions described above that are used in the valuations, and testing the completeness
 and accuracy of the underlying data the Company used in its analyses.

 We
 also performed a sensitivity analysis over the significant assumptions to evaluate the impact
 that changes in significant assumptions would have on the fair value of the intangible assets.

 We
have served as the Company's auditor since 2024

 /s/
 Barzily & Co., CPAs

 BARZILY
AND CO., CPA's

 Jerusalem,
Israel,

 April

 F- 3

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheet of World Health Energy Holdings, Inc. (the "Company") as of December
31, 2022, the related consolidated statements of operations and comprehensive loss, changes in stockholders' deficit, and cash
flows for the year ended December 31, 2022, and the related notes (collectively referred to as the "financial statements").
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December
31, 2022, and the results of its operations and its cash flows for the year ended December 31, 2022, in conformity with accounting principles
generally accepted in the United States of America.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit,
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides
a reasonable basis for our opinion.

 /s/
 Brightman Almagor Zohar & Co.

 Brightman
Almagor Zohar & Co.

 Certified
Public Accountants

 A
Firm in the Deloitte Global Network

 Tel
Aviv, Israel

 April
17, 2023

 We
 began serving as the Company's auditor in 2022. In 2024 we became the predecessor auditor.

 F- 4

 WORLD

BALANCE SHEETS

 (U.S.
dollars)

 2023

 2022

 Assets

 Current Assets

 Cash and
 cash equivalents

 46,435

 56,346

 Accounts receivable,
 net of allowance for doubtful account of $ 7,545 and $ 28,882 as of December
31, 2023 and 2022. respectively

 51,011

 23,362

 Inventory

 4,699

 -

 Prepaid share-based
 payment to service providers

 -

 55,556

 Other
 current assets (Note 3)

 148,749

 141,244

 Total
 Current assets

 250,894

 276,508

 Non-current assets

 Right-of-use asset (Note
 6)

 116,548

 166,882

 Long term prepaid expenses

 25,496

 23,679

 Property and equipment,
 net (Note 4)

 55,473

 43,167

 Funds in respect of
 employee rights upon termination

 56,558

 28,824

 Intangible
 assets (Note 7)

 9,693,958

 9,693,958

 Total
 non-current assets

 9,948,033

 9,956,510

 Total
 assets

 10,198,927

 10,233,018

 Liabilities and Stockholders'
 Deficit

 Current Liabilities

 Accounts payable

 106,964

 107,979

 Short term operating
 lease liability (Note 6)

 56,245

 57,971

 Other
 current liabilities (Note 5)

 554,928

 621,733

 Total
 Current Liabilities

 718,137

 787,683

 Non-current Liabilities

 Liability for employee
 rights upon retirement

 217,617

 180,066

 Long term loan from
 parent company

 2,012,339

 2,012,339

 Long term operating
 lease liability (Note 6)

 49,411

 96,102

 Deferred
 tax liability

 872,456

 872,456

 Total
 non-current liabilities

 3,151,823

 3,160,963

 Total
 liabilities

 3,869,960

 3,948,646

 Stockholders' Deficit
 (Note 10)

 Series A preferred stock
 $ 0.0007 par value, 10,000,000 shares authorized, 5,000,000 shares issued and outstanding as of December 31, 2023, and December 31,
 2022

 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 December 31, 2023 and December 31, 2022. 520,796,074,663 and 516,302,741,330 shares
 issued and outstanding as of December 31, 2023 and December 31, 2022, respectively

 67,162,651

 67,117,718

 Additional paid-in capital

 ( 33,985,758
)

 ( 40,614,231
)

 Treasury stock at cost – 20,000,000,000
 shares of common stock

)

)

 Proceeds on account of shares

 -

 Accumulated other comprehensive income (loss)

 ( 17,779
)

 ( 2,611
)

 Accumulated deficit

 ( 23,015,196
)

 ( 16,035,848
)

 Total
 Company's stockholders' equity

 2,597,418

 2,468,528

 Non-controlling
 interests

 3,731,549

 3,815,844

 Total
 stockholders' equity

 6,328,967

 6,284,372

 Total
 liabilities and stockholders' equity

 10,198,927

 10,233,018

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

 F- 5

 WORLD

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

 (U.S.

 Year ended

 December

 2023

 2022

 207,709

 91,120

 Research and development expenses (Note 12)

 ( 1,935,085
)

 ( 1,390,545
)

 Selling and marketing expenses

 ( 92,053
)

 ( 15,656
)

 General and administrative
 expenses (Note 13)

 ( 5,080,725
)

 ( 8,625,959
)

 Loss
 from operations

 ( 6,900,154
)

 ( 9,941,040
)

 Financing income, net

 2,746

 15,259

 Other loss (Note 8)

 ( 151,015
)

 Loss before equity in net
 loss of equity investments

 ( 7,048,423
)

 ( 9,925,781
)

 Less: Share in net gain
 (loss) of equity investments

 ( 1,977
)

 ( 20,594
)

 Net loss

 ( 7,050,400
)

 ( 9,946,375
)

 Net loss attributable
 to non-controlling interests

 71,052

 3,977

 Net
 loss attributable to the Company's stockholders

 ( 6,979,348
)

 ( 9,942,398
)

 Basic and diluted net
 loss per share attributable to common stockholders

 ( 0.00
)

 ( 0.00
)

 Weighted average number
 of shares outstanding used in computing basic and diluted net loss per share

 520,060,275,576

 497,734,439,960

 Comprehensive loss:

 Net loss

 ( 7,050,400
)

 ( 9,946,375
)

 Other comprehensive
 income - Foreign currency translation adjustments

 ( 28,411
)

 5,644

 Comprehensive loss

 ( 7,078,811
)

 ( 9,940,731
)

 Net - loss attributable to non-controlling
 interests

 71,052

 3,977

 Other comprehensive
 income to attributable to non-controlling interests

 13,243

 ( 2,760
)

 Comprehensive
 loss attributable to the Company's stockholders

 ( 6,994,516
)

 ( 9,939,514
)

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

 F- 6

 WORLD

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

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

 Series
 A Preferred Stock

 Common
 Stock

 of Shares

 Amount

 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 (deficit)

 Non-Controlling
 Interest

 Total
 stockholders' equity (deficit)

 BALANCE
 AS OF DECEMBER 31, 2021

 3,500

 488,499,407,996

 66,839,685

 ( 62,263,494
)

 -

 -

 ( 5,495
)

 ( 6,093,450
)

 ( 1,519,254
)

 -

 ( 1,519,254
)

 CHANGES
 DURING THE YEAR ENDED DECEMBER 31, 2022:

 Issuance of shares (Note 10)

 -

 -

 7,773,333,334

 77,733

 866,267

 -

 -

 -

 -

 944,000

 -

 944,000

 Issuance of shares in exchange
 for services (Note 10)

 -

 -

 30,000,000

 287,874

 -

 -

 -

 -

 288,174

 -

 288,174

 Share-based payment to employees
 and services providers (Note 11)

 -

 -

 -

 -

 8,741,403

 -

 -

 -

 -

 8,741,403

 -

 8,741,403

 Issuance of shares for CrossMobile
 Sp. z o.o.

 -

 -

 20,000,000,000

 200,000

 11,753,719

 -

)

 -

 -

 3,953,719

 3,817,061

 7,770,780

 Other
 comprehensive income

 -

 -

 -

 -

 -

 -

 -

 2,884

 -

 2,884

 2,760

 5,644

 Net
 loss

 -

 -

 -

 -

 -

 ( 9,942,398
)

 ( 9,942,398
)

 ( 3,977
)

 ( 9,946,375
)

 BALANCE
 AS OF DECEMBER 31, 2022

 3,500

 516,302,741,330

 67,117,718

 ( 40,614,231
)

 -

)

 ( 2,611
)

 ( 16,035,848
)

 2,468,528

 3,815,844

 6,284,372

 Beginning
 balance, value

 3,500

 516,302,741,330

 67,117,718

 ( 40,614,231
)

 -

)

 ( 2,611
)

 ( 16,035,848
)

 2,468,528

 3,815,844

 6,284,372

 CHANGES
 DURING THE YEAR ENDED DECEMBER 31, 2023:

 Issuance of shares (Note 10)

 -

 -

 3,723,333,333

 37,233

 791,767

 -

 -

 -

 1,279,000

 -

 1,279,000

 Issuance of shares for investment
 in an investee (Note 8)

 -

 -

 770,000,000

 7,700

 146,300

 -

 -

 -

 -

 154,000

 -

 154,000

 Share-based payment to employees
 and services providers (Note 11)

 -

 -

 -

 -

 5,690,406

 -

 -

 -

 -

 5,690,406

 -

 5,690,406

 Other comprehensive income

 -

 -

 -

 -

 -

 -

 -

 ( 15,168
)

 -

 ( 15,168
)

 ( 13,243
)

 ( 28,411
)

 Net
 loss

 -

 -

 -

 -

 -

 -

 -

 -

 ( 6,979,348
)

 ( 6,979,348
)

 ( 71,052
)

 ( 7,050,400
)

 BALANCE
 AS OF DECEMBER 31, 2023

 3,500

 520,796,074,663

 67,162,651

 ( 33,985,758
)

)

 ( 17,779
)

 ( 23,015,196
)

 2,597,418

 3,731,549

 6,328,967

 Ending balance, value

 3,500

 520,796,074,663

 67,162,651

 ( 33,985,758
)

)

 ( 17,779
)

 ( 23,015,196
)

 2,597,418

 3,731,549

 6,328,967

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

 F- 7

 WORLD

STATEMENTS OF CASH FLOWS

 (U.S.

 2023

 2022

 Year ended

 December

 2023

 2022

 CASH FLOWS FROM OPERATING
 ACTIVITIES:

 Net loss

 ( 7,050,400
)

 ( 9,946,375
)

 Adjustments required to
 reconcile net loss to net cash used in operating activities:

 Depreciation

 18,617

 11,433

 Share in losses of non-consolidated
 entity

 1,977

 -

 Impairment of non consolidate
 entity

 151,015

 -

 Share-based compensation
 expense (Notes 10, 11)

 5,745,962

 9,029,577

 Change in operating lease
 liability

 1,916

 ( 30,276
)

 Changes in assets and liabilities
 net of effects from purchase of CrossMobile Sp. z o.o:

 Change in liability for
 employee rights upon retirement

 37,551

 22,206

 Decrease (increase) in
 accounts receivable

 ( 27,649
)

 ( 13,340
)

 Decrease (increase) in
 other current assets

 ( 505
)

 ( 28,178
)

 Increase (decrease) in
 accounts payable

 ( 1,015
)

 27,921

 Increase
 (decrease) in other current liabilities

 48,055

 ( 16,655
)

 Net
 cash used in operating activities

 ( 1,074,476
)

 ( 943,687
)

 CASH FLOWS FROM INVESTING
 ACTIVITIES:

 Loans granted to related
 parties

 ( 13,515
)

 ( 43,180
)

 Increase in funds in respect
 of employee rights upon retirement

 ( 27,734
)

 ( 7,642
)

 Purchase of property and
 equipment

 ( 30,923
)

 ( 26,823
)

 Cash
 provided by purchased of CrossMobile Sp. z o. o.

 -

 87,656

 Net
 cash used in investing activities

 ( 72,172
)

 10,011

 CASH FLOWS FROM FINANCING
 ACTIVITIES:

 Proceeds from issuance
 of common stock

 685,000

 944,000

 Proceeds
 on account of shares

 -

 Net
 cash provided by financing activities

 1,135,000

 944,000

 Effect of exchange rate changes on cash and
 cash equivalents

 1,737

 -

 INCREASE IN CASH AND CASH
 EQUIVALENTS

 ( 9,911
)

 10,324

 CASH
 AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

 56,346

 46,022

 CASH
 AND CASH EQUIVALENTS AT END OF PERIOD

 46,435

 56,346

 Supplemental disclosure
 of cash flow information:

 Non cash transaction:

 Investment
 in purchase of equity method investment

 154,000

 -

 Issuance
 of shares in exchange for debt

 144,000

 -

 Cash used in purchased of
 CrossMobile:

 Net assets acquired

 -

 ( 9,158
)

 Intangible assets acquired

 -

 8,704,947

 Consideration in shares

 -

)

 Deferred
 tax liability

 -

 ( 783,445
)

 Net
 cash provided by purchase of CrossMobile

 -

 87,656

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

 F- 8

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 NOTES

 NOTE
1 - GENERAL

 A.
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 and RNA. UCG is primarily engaged in the marketing and distribution of cybersecurity-related
products.

 In
anticipation of the transaction contemplated under the SG Merger Agreement, SG 77 Inc., a Delaware corporation and a wholly-owned subsidiary
of UCG ("SG"), was incorporated on April 16, 2020 and all of the cybersecurity rights and interests held by UCG, including
the share ownership of RNA, were assigned to SG.

 B.
SG Transaction

 On
April 27, 2020, the Company completed a reverse triangular merger pursuant to the Agreement and Plan of Merger ("SG Merger Agreement")
among the Company, R2GA, Inc., a Delaware corporation and a wholly owned subsidiary of the Company ("Sub"), UCG, SG, and
RNA. Under the terms of the SG Merger Agreement, R2GA merged with SG, with SG as the surviving corporation and a wholly-owned subsidiary
of the Company ("SG Merger"). The SG Merger was effective as of April 27, 2020, whereby SG became a direct and wholly owned
subsidiary of the Company and RNA became an indirect wholly owned subsidiary of the Company.

 As
consideration for the SG Merger, the Company issued 3,870,000 Series B convertible preferred stock, par value $ 0.0007 per share, to UCG.
Each share of the Series B convertible preferred stock will automatically convert into 100,000 shares of common stock, par value $ 0.0007,
for an aggregate amount of 387,000,000,000 shares of common stock, upon the filing with the Secretary of State of Delaware of an amendment
to the Company's certificate of incorporation increasing the number of authorized shares of common stock that the Company is authorized
to issue from time to time.

 On
October 7, 2021, and following the approval by the stockholders, the Company increase its authorized shares to 750,000,000,000 (from
 110,000,000,000 shares) and changed the par value of the common stock to $ 0.00001 (from $ 0.0007) (see Note 10).

the effectiveness of the Amendment referred to above, on December 3, 2021, the Company issued 387,000,000,000 shares of common stock
to UCG upon the automatic conversion of all 3,870,000 outstanding Series B convertible preferred stock issued in April 2020 in connection
with the acquisition of RNA from UCG.

 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. This determination was primarily based on the facts that, immediately following the SG Merger: (i)
SG's stockholders owned a substantial majority of the voting rights in the combined company, (ii) SG designated a majority of the
members of the initial board of directors of the combined company, and (iii) SG's senior management holds all key positions in
the senior management of the combined company. As a result of the reverse asset acquisition transaction, the shareholders of SG received
the largest ownership interest in the Company, and SG was determined to be the "accounting acquirer" in the reverse asset
acquisition transaction.

 As
a result, the historical financial statements of the Company were replaced with the historical financial statements of SG. The number
of shares prior to the reverse capitalization have been retroactively adjusted based on the equivalent number of shares received by the
accounting acquirer in the Recapitalization Transaction.

 F- 9

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 NOTES

 NOTE
1 – GENERAL (continue)

 C. CrossMobile Transaction

 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 Mr. Giora Rosenzweig, held 40.67 % and Mr. George Baumeohl held 3.33 % of the issued preferred share capital of
CrossMobile) entered into an Investment Agreement ("CrossMobile Agreement") pursuant to which the Company is to purchase
 26 % of the outstanding common shares 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 the Company's common stock (the "Initial Investment").

 On
July 13, 2022, the Company issued 10,000,000,000 common shares with fair value of $ 4 million to Crossmobile to consummate the transaction.

 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.

 In
addition, under the CrossMobile Agreement, the Company had the option, through January 22, 2024, to purchase additional shares of CrossMobile
("Additional Share Purchase Option") such that following the additional purchase, the Company shall hold approximately 51 %
of CrossMobile's outstanding common shares on a fully diluted basis. In the event the Company shall choose to exercise the option,
the Company shall issue such number of restricted shares of common stock of the Company calculated based on pre-money valuation of CrossMobile
as determined by an independent appraiser agreed between the Company and CrossMobile.

 On
October 25, 2022, the Company exercised the Additional Share Purchase Option and acquired the 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. See note 8 below for further information. See note 8 below for further information.

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

 D. 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.

 F- 10

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 NOTES

 NOTE
1 – GENERAL (continue)

 E. Liquidity

 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 and it may continue to incur such losses and use net cash
outflows for the foreseeable future until such time it reaches scale of profitability without needing to rely on funding from outside
capital to sustain its operations.

the year ended December 31, 2023, the Company incurred a net loss of $ 7,050 thousands and used net cash flows in its operations of $ 1,074
thousands. As of December 31, 2023, the Company had unrestricted cash and cash equivalents of $ 46 thousands available to fund its operations,
and an accumulated deficit of $ 23,015 thousands.

 In
response to the risks and uncertainties described above, the Group and George Baumeohl, a Company director, have entered into an
investment agreement signed on November 1, 2022, where the director has committed to invest up to $ 3,000,000
through August 2025, as needed by the Company through the purchase of shares of the Company's common stock. As of December 31,
2023 an amount of $ 1,225,000
out of the $ 3,000,000 was invested in
the Company. In addition, certain shareholders including Mr. Baumeohl, have agreed to provide additional financial support to the
Company in the event that the remaining funds provided under the November 1, 2022 investment agreement are not sufficient to support
operations. See also note 10. the Company continues to carefully evaluate its liquidity position and while it is difficult to
predict its future liquidity requirements with certainty, the Company currently expects it will be able to generate sufficient
liquidity to fund its operations over the next twelve months beyond the issuance date.

 F. Risk factors

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

 G.
 In
 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 response to these attacked, the Israeli army
 has carried out a number of targeted strikes on sites belonging to Hezbollah in southern
 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, such as Iran, will join the hostilities. Such hostilities
 may include terror and missile attacks.

 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.

 F- 11

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 NOTES

 NOTE
1 – GENERAL (continue)

 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

 Basis
of presentation

 The
consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP")
applied on a consistent basis. (US GAAP).

 Principles
of consolidation

 The
consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. Intercompany
balances and transactions have been eliminated upon consolidation.

 Use
of estimates

 The
preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

 Functional
currency and foreign currency translation and transactions

 The
functional currency of the Company is the US dollar since it is the currency of the primary economic environment in which the Company
operates and expects to continue to operate in the foreseeable future. The functional currency of Cross Mobile is Polish Zloty.

 Transactions
denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing
at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange
rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of
the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net loss
for the year ended December 31, 2023 and 2022.

 Cash
and cash equivalents

 Cash
and cash equivalents includes cash in hand and short-term highly liquid investments that are readily convertible to cash with maturities
of three months or less as of the date acquired and that are exposed to insignificant risk of change in value.

 Inventory

 Inventory
is valued at the lower of cost or net realizable value.

 Equity
method investments

 The
Company accounts for investments for which it does not have a controlling interest in accordance with ASC 323, Investments – Equity
Method and Joint Ventures. The Company recognizes its pro-rata share of income and losses in the investment in "Loss from equity
method investment" on the consolidated statement of operations and comprehensive loss, with a corresponding change to the investment
in equity method investment in the consolidated balance sheet until such investment is reduced to zero.

 Impairment
of Long-Lived Assets

 The
Company's long-lived assets, such as property, plant and equipment and identifiable intangible assets, are reviewed for potential
impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment
indicators which could trigger an impairment may include, among others, any significant changes in the manner of our use of the assets
or the strategy of our overall business, certain reorganization initiatives, significant negative industry, or economic trends or when
we conclude that it is more likely than not that an asset will be disposed of or sold. Long-lived assets are reviewed for impairment
in accordance with ASC No. 360, "Property, Plant and Equipment," whenever events or changes in circumstances indicate that
the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison
of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by such assets. If such assets are
considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds
the fair value of the assets. This measurement includes significant estimates and assumptions inherent in the estimate of the fair value
of identifiable intangible assets. Newly acquired and recently impaired indefinite-lived assets are more vulnerable to impairment as
the assets are recorded at fair value and are then subsequently measured at the lower of fair value or carrying value annually or when
triggering events are present. As such, immediately after acquisition or impairment, even small declines in the outlook for these assets
can negatively impact on our ability to recover the carrying value and can result in an impairment charge. The Company recorded impairment
losses in the amount of $ 151,015 during the year ended December 31, 2023. The Company did no t record impairment losses during the year
ended December 31, 2022.

 F- 12

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 NOTES

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

 Stock-based
compensation

 In
accordance with ASC 718-10, the Company estimates the fair value of equity-based payment awards on the date of grant using an
option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the
requisite service periods in the Company's consolidated statements of operations. The Company recognizes compensation expense
for the value of employees and non-employee awards, which have graded vesting, based on the accelerated vesting method over the requisite
service period or over the implicit service period when a performance condition affects the vesting, and it is considered probable
that the performance condition will be achieved.

 The
Company estimates the fair value of stock options granted using a Black-Scholes options pricing model. The option-pricing model requires
a number of assumptions, of which the most significant are, expected stock price volatility and the expected option term. Expected volatility
was calculated based upon actual historical stock price movements over the period, equal to the expected option term, which was calculated
using the simplified method. The Company has historically not paid dividends and has no foreseeable plans to issue dividends. The risk-free
interest rate is based on the yield from U.S. Treasury zero-coupon bonds with an equivalent term.

 The
Company accounts for grants issued to non-employees using the guidance of ASU No. 2018-07 "Compensation - Stock Compensation (Topic
718): Improvements to Nonemployee Share-Based Payment Accounting." which expand the scope of Topic 718, Compensation - Stock Compensation
to include share-based payments issued to nonemployees for goods or services.

taxes

 The
Group accounts for income taxes in accordance with ASC Topic 740-10, "Accounting for Income Taxes". Accordingly, deferred
income taxes are determined utilizing the asset and liability method based on the estimated future tax effects on the differences between
the financial accounting and the tax bases of assets and liabilities under the applicable tax law. Deferred tax balances are computed
using the enacted tax rates expected to be in effect when these differences reverse. Valuation allowances in respect of deferred tax
assets are provided for, if necessary, to reduce deferred tax assets to amounts more likely than not to be realized.

 Liability
for employee rights upon retirement

 Under
Israeli law and labor agreements, RNA is required to make severance payments to retired or dismissed employees and to employees leaving
employment in certain other circumstances. In respect of the liability to the employees, individual insurance policies are purchased,
and deposits are made with recognized severance pay funds. The liability for severance pay is calculated on the basis of the latest salary
paid to each employee multiplied by the number of years of employment. Employees are entitled to one month's salary for each year
of employment, or a portion thereof. The liability is covered by the amounts deposited including accumulated income thereon as well as
by the unfunded provision. Such liability is removed, either upon termination of employment or retirement.

 According
to Section 14 to the Severance Pay Law ("Section 14") the payment of monthly deposits by a company into recognized severance
pay funds or insurance policies releases it from any additional severance obligation to the employees that have entered into agreements
with the company pursuant to such Section 14. RNA has entered into agreements with some of its employees in order to implement Section
14. Therefore, the payment of monthly deposits by RNA into recognized severance pay funds or insurance policies releases it from any
additional severance obligation to those employees that have entered into such agreements and therefore RNA incurs no additional liability
since that date with respect to such employees. Amounts accumulated in the severance pay funds or insurance policies pursuant to Section
14 are not supervised or administrated by RNA and therefore neither such amounts nor the corresponding accrual are reflected in the balance
sheets.

 Severance
expenses for the years ended December 31, 2023, and 2022 amounted to $ 32,059 and $ 33,662, respectively.

 F- 13

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 NOTES

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

 Revenue
recognition

 The
Company's revenues are generated principally from providing cybersecurity technology services. The Group's sales are achieved
through the effort of its direct sales and business development force.

 The
Group follows ASC 606 "Revenue from Contracts with Customers" and recognizes revenue when it satisfies performance obligations
under the terms of its contracts with customers in an amount that reflects the consideration the Company expects to be entitled to in
exchange for those services.

 Costs
of Revenue

 Cost
of revenue includes immaterial payroll expenses to support the Company's performance obligation and therefore was not separately
disclosed on the Company's consolidated statements of operations and comprehensive loss.

and development expenses

and development expenses are charged to operations as incurred.

 Basic
and diluted loss per common share

 Basic
net loss per share is computed based on the weighted average number of shares outstanding during each year. Diluted net loss per share
is computed based on the weighted average number of common shares outstanding during each year, plus the dilutive potential of the common
stock considered outstanding during the year, in accordance with ASC 260-10 "Earnings per Share".

 All
outstanding stock options and warrants have been excluded from the calculation of the diluted loss per share for the years ended December
31, 2023 and 2022 since all such securities have an anti-dilutive effect.

 Accounts
receivables

 Accounts
receivable are stated at their net realizable value. Accounts receivable are presented on the consolidated balance sheet net of an allowance
for doubtful accounts, which is established based on reviews of the accounts receivable aging, an assessment of the customer's
history and current creditworthiness, and the probability of collection. Accounts are written off when it is determined that collection
of the outstanding balance is no longer probable. As of December 31, 2023, and 2022, an allowance for doubtful accounts in the amount
of $ 7,545 and $ 28,882, respectively, is reflected in net accounts receivable. The Group does not have any off-balance-sheet credit exposure
related to its customers.

 Contingencies

 The
Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from
claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred
and the amount of the assessment can be reasonably estimated. As of December 31, 2023, the Company didn't record any loss contingencies.

 Recent
accounting pronouncements

 Improvements
to Reportable Segment disclosures (Topic 280):

 In
November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures
to improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses and segment-related
data. For public companies, the amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim
periods within fiscal years beginning after December 15, 2024 with early adoption permitted. The Company does not expect this ASU to
have a material effect on its consolidated financial statements.

 Improvements
to Income Tax Disclosure (Topic 740):

 In
December 2023, the FASB issued ASU No. 2023-09, Income Tax (Topic 740) - Improvements to Income Tax Disclosures which requires companies
to break out their income tax expense, income tax rate reconciliation and income tax payments made in more detail. For public companies,
the requirements will become effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company
does not expect this ASU to have a material effect on its consolidated financial statements.

 F- 14

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 NOTES

 (U.S.

 NOTE
3 – OTHER CURRENT ASSTES

OF OTHER CURRENT ASSETS

 2023

 2022

 2023

 2022

 Due from related parties

 63,881

 50,253

 Government institutions

 10,882

 26,135

 Employees loans

 51,710

 45,829

 Other receivable

 22,276

 19,027

 Other
 Current Assets

 148,749

 141,244

 NOTE
4 – PROPERTY AND EQUIPMENT, NET

OF PROPERTY AND EQUIPMENT, NET

 2023

 2022

 Rates of depreciation

 %

 2023

 2022

 Computers

 114,803

 89,111

 Furniture and office
 equipment

 7 - 15

 29,982

 24,641

 Property
 and equipment, gross

 144,675

 113,752

 Less - accumulated depreciation

 ( 89,202
)

 ( 70,585
)

 Total property and equipment,
 net

 55,473

 43,167

 For
the years ended December 31, 2023 and 2022, depreciation was US$ 18,617 and US $ 11,433, respectively.

 NOTE
5 – OTHER CURRENT LIABILITIES

OF OTHER CURRENT LIABILITIES

 2023

 2022

 2023

 2022

 Employees and related institutions

 295,657

 252,538

 Accrued expenses and other liabilities

 247,642

 220,215

 Deferred revenues

 11,629

 4,980

 Loan to a shareholder

 -

 144,000

 Other
current liabilities

 554,928

 621,733

 F- 15

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 NOTES

 (U.S.

 NOTE
6 – LEASES

 On
December 16, 2020, the Company signed a lease agreement effective on January 1, 2021 for office space in Herzliya, Israel for a period
of 4 years with monthly payments of approximately $ 5,500 (NIS 17,000) and an option to extend the agreement for an additional 1 year
with monthly payments of approximately $ 5,900 (NIS 18,275).

 Leases
recorded on the balance sheets consist of the following:

OF OPERATING LEASE

 2023

 2022

 2023

 2022

 Operating leases:

 Assets

 Right of
 use asset under operating lease

 116,548

 166,882

 Liabilities

 Short term operating lease liability

 56,245

 57,971

 Long term operating
 lease liability

 49,411

 96,102

 Weighted average remaining
 lease term (in years)

 Weighted average discount
 rate

 %

 %

 The
components of operating lease expense were as follows:

OF LEASE COST

 2023

 2022

 Year ended

 2023

 2022

 Operating lease costs

 56,674

 69,689

 Short-term lease cost

 -

 -

 Total operating lease
 cost

 56,674

 69,689

 Right
of use assets obtained in exchange for new operating lease liability during 2023 and 2022 were $ 0.
The Company paid $ 56,674
for its operating leases for the year ended December 31, 2023, and $ 69,689
for the year ended December 31, 2022, which are included in operating cash flows on the consolidated statements of cash
flows.

 F- 16

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 NOTES

 (U.S.

 NOTE
6 – LEASES (continue)

 Maturity
of operating lease payments as of December 31, 2023 are summarized as follows:

OF OPERATING LEASE PAYMENTS

 2024

 55,285

 2025

 64,038

 Total future lease
 payments

 119,323

 Less: imputed interest

 ( 13,667
)

 Operating lease liabilities

 105,656

 NOTE
7 - ASSET ACQUISITION OF CROSSMOBILE

 As
detailed in note 1 C above, on October 25, 2022, the Company exercised the Additional Share Purchase Option and acquired the 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. See note 14 below for further information.

 The
Company concluded that the acquired set of assets held at CrossMobile does not meet the definition of a business as substantially all
the fair value of the gross assets is concentrated in the license held by CrossMobile. CrossMobile is at it start up stages and has no
substantial operations. The only significant asset is the license which constitute more than 90 % of the consideration paid.

 The
acquisition of the additional 25 % constitute an asset acquisition in stages and resulted in obtaining control over all assets of CrossMobile
and consolidating CrossMobile as of October 25, 2022.

 The
Company used the cost accumulation method to determine the cost of the acquisition. The Company used the carrying value of its 26 % interest
and did not recognize any gain or loss on the interest held at CrossMobile previously.

 The
consideration for the assets of CrossMobile was made through the issuance of 20,000,000,000 WHEN common shares with total fair value
of $ 8 million ($ 0.0004 per share) and was issued to CrossMobile and not the shareholders of CrossMobile. Hence, upon obtaining control
over all the assets of CrossMobile, the Company has gained control over its own shares held at CrossMobile. Based on the guidance in
ASC 810-10-45-5, shares held by a subsidiary would not be considered outstanding and hence, the 20,000,000,000 common shares of the Company
held by CrossMobile are presented as treasury shares in the consolidated balance sheet.

 The
assets acquisition of CrossMobile resulted in 49 % noncontrolling interests in CrossMobile. The Company analogized from ASC 805-30-30-1
and added the fair value of the noncontrolling interests to the consideration paid for the assets acquired.

 As
described above the entire consideration paid by WHEN was with its shares, issued to CrossMobile. Based on the guidance in ASC 810-10-45-5
the shares are not considered outstanding. The Company concluded that the fair value of the consideration paid to be based on the fair
value of the noncontrolling interests determined to be $ 7.9 million.

 Substantially
all the consideration were allocated to the license, in addition to $ 0.9 million costs incurred in connection of the transaction, and
hence the license was recognized at $ 8.8 million.

 In
addition, the Company recorded deferred tax liability and corresponding increase of the license value in an amount of $ 0.872 million,
based on ASC 740-10-55-170 that accounts for situations when an asset is acquired outside of a business combination and the tax basis
of the asset differs from the amount paid assuming tax basis of $ 0.

 Company's
investment in CrossMobile is tested annually for impairment, using an independent third party evaluator. As of December 31, 2023 and
2022, no impairment was identified.

 F- 17

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 NOTES

 (U.S.

 NOTE
8 – INSTAVIEW TRANSACTION

 On
January 26, 2023, the Company, InstaView Ltd. ("InstaView") and the shareholder of InstaView entered into an Investment Agreement
(the "InstaView Investment Agreement") pursuant to which the Company purchased 26 % of the outstanding common share capital
of InstaView on a fully diluted basis, in consideration of the issuance by the Company to InstaView of 770,000,000 restricted shares
of Company common stock. Under the InstaView Investment Agreement, subject to InstaView meeting annual revenues target specified in the
Investment Agreement for each of the years ending December 31, 2023, 2024 and 2025, as certified by InstaView and its accountants and
verified by the Company, the InstaView shareholder would be entitled to potentially up to an additional 230,000,000 shares of the Company's
common stock over this three year period ("contingent consideration"). As of the date of the transaction and as of the balance
sheet date respectively, the Company estimates the fair value of the contingent consideration is immaterial.

 In
addition, under the InstaView Investment Agreement, the Company has the option to purchase additional shares of InstaView in each of
calendar years 2023, 2024 and 2025, representing, in each such year, respectively, 7 %, 8 % and 10 % of the share capital of InstaView for
consideration consisting of, respectively, 207,307,692, 236,923,077 and 296,153,846 additional shares of the Company ("the Purchase
Option").

 In
connection with the InstaView Investment Agreement, the Company, InstaView and the InstaView shareholder also entered into a shareholders
agreement pursuant to which the Company was granted standard preemptive rights, veto rights over certain corporate action by InstaView
, restrictions on transfer of shares, rights of first offer and tag along rights. In addition, the InstaView shareholder undertook to
not compete with InstaView for so long as he is an InstaView shareholder and for a three year period thereafter.

 The
Company determined the value of the 770,000,000 restricted common shares of Company common stock issued to InstaView based on Company's
share price on the agreement date at $ 154,000 and recorded an equity investment asset in the balance sheet. As of the date of the transaction,
the company allocated a total of $ 62,083 dollars out of this amount to the Purchase Option. The Purchase Option is presented according
to a cost model. See also note 2 above as to Company's accounting policy related to InstaView transaction.

 As
of December 31, 2023, the company amortized its investment in InstaView and recorded $ 151,015 as amortization expenses.

 NOTE
9 – COMMITMENTS AND CONTINGENCIES

 On
October 27, 2020, WHEN filed a lawsuit in State Court, Palm Beach County, Florida, against FSC Solutions, Inc. ("FSC"), Eli
Gal Levy ("EL") and Padem Consultants Sprl (collectively, the "Defendants"). The lawsuit 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 Florida lawsuit seeks a 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.

 F- 18

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 NOTES

 (U.S.

 NOTE
10 – SHAREHOLDERS' EQUITY

 Description
of the rights attached to the shares in the Company:

 Common
stock

 On
October 7, 2021, the Company filed an amendment (the "Amendment") to its Certificate of Incorporation, as amended, to increase
the Company's authorized share capital and to change the par value of the Company's common stock. The Amendment increased
the Company's authorized share capital to 750,000,000,000 shares of common stock (from 110,000,000,000 shares) and changed the
par value of the common stock to $ 0.00001 per share (from $ 0.0007). The Amendment was effective retroactive to September 28, 2021.

 As
of December 31, 2023, and 2022, there were 520,796,074,663 and 516,302,741,330 shares of common stock issued and outstanding, respectively.

 Each
share of common stock entitles the holder to one vote, either in person or by proxy, at meetings of stockholders. The holders are not
permitted to vote their shares cumulatively. Accordingly, the stockholders of the Company's common stock who hold, in the aggregate,
more than fifty percent of the total voting rights can elect all of the directors and, in such event, the holders of the remaining minority
shares will not be able to elect any of such directors. The vote of the holders of a majority of the issued and outstanding shares of
common stock entitled to vote thereon is sufficient to authorize, affirm, ratify or consent to such act or action, except as otherwise
provided by law.

 Series
A preferred stock

 The
Company has authorized 10,000,000 Series A preferred stock $ 0.0007 par value per share. As of December 31, 2023, and 2022, there are
 5,000,000 shares of Series A preferred stock outstanding.

 The
holders of Series A preferred stock have the right to vote with the common stock on all matters. Each share of Series A preferred stock
has 10,000 votes per share. Each of George Baumoehl and Gaya Rozensweig, the directors of the Company, hold 2,500,000 shares of the Series
A preferred stock. The Series A preferred stock have no dividend and liquidation preferences.

 F- 19

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 NOTES

 (U.S.

 NOTE
10 – SHAREHOLDERS' EQUITY (continue)

 Transactions

 On
August 31, 2021, the Company issued 500,000,000
 shares of common stock to its legal advisor in
respect of consulting services related to assisting the Company with its follow-on-offering registration statements, which, as of December
31, 2022, are expected to be provided until June 30, 2023. The Company estimated the fair value of the shares issued based on the share
price at the agreement date (which was $ 0.0005),
at $ 250,000
 thousand of which $ 125,000
 were recorded as share-based compensation expenses
in the year ended December 31,2022 and the remaining $ 55,556,
were recorded as prepaid expense under Other Current Assets as of December 31, 2022 and were expensed during the year ended December 31, 2023. Under the agreement, the Company is committed to pay the legal advisor additional $ 350,000
 only in the event that the Company raises at
least $ 5
 million in the follow-on-offering in a senior
security exchange.

 Between
August and October 2021, the Company and certain investors entered into subscription agreements for a private placement of units of the
Company securities (the "2021 Private Placements") where each unit (a "Unit" and collectively the "Units")
is comprised of (i) one share of the Company's Common Stock and (ii) one common stock purchase warrant to purchase an additional
share of the Company's Common Stock through the second anniversary thereof at a per share exercise price of $ 0.0002. The price
per unit is $ 0.0001. Subscription agreements for an aggregate of $ 900,000 provide that the investors are to remit the subscription proceeds
at the time of investment and in three month intervals thereafter, in each case in amounts equal to 20% of their committed amounts. For
the year ended December 31, 2022, the Company received a total of $ 194,000 on account of these subscriptions and in consideration thereof
issued 1,940,000,000 shares of common stock and warrants for an additional 1,940,000,000 shares of common stock and the balance is presented
as proceeds on account of shares.

 On
November 10, 2021, the Company entered into an agreement with a consultant with a term of 12 months under which it undertook to issue
to the consultant restricted stock for services rendered during the initial six months, representing $ 150,000 value of the stock based
on a 10 day moving average. Following a public offering of its stock, the Company undertook to pay to the consultant $ 15,000 per month.
During the year ended December 31, 2022, the Company recorded share based compensation expenses of $ 107,735, in general and administrative
expenses.

 On
November 11, 2022, the Board of Director of the Company approved the issuance of 1,500,000,000 shares of common stock to a principal
shareholder of CrossMobile in consideration for his efforts to complete the CrosssMobile transaction. The Company estimated the fair
value of the common shares issued based on the share price of the Company as of the date of the agreement at $ 900,000. During the year
ended December 31, 2022 the Company recorded share based compensation expenses in general and administrative expenses.

 For
the year ended December 31, 2022, the Company and certain investors entered into subscription agreements for a private placement of units
of the Company securities in an aggregated amount of $ 500,000, where each unit (a "Unit" and collectively the "Units")
is comprised of (i) one share of the Company's common stock and (ii) one common stock purchase warrant to purchase an additional
share of the Company's common stock through the second anniversary thereof at a per share exercise price of $ 0.0002. The price
per unit is $ 0.0001. During the year ended December 31, 2022, the Company received a total of $ 500,000 on account of these subscription
and in consideration thereof issued 5,000,000,000 shares of common stock and warrants for an additional 5,000,000,000 shares of common
stock.

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

 F- 20

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 NOTES

 (U.S.

 NOTE
10 – SHAREHOLDERS' EQUITY (continue)

 On
May 19, 2022, the Company issued 30,000,000 shares of the Company's common stock to a service provider in exchange for certain
tax services. The Company estimated the value of the shares issued at $ 9,000 based on the share price of the Company as of the issuance
date and recorded them as part of the share based compensation expenses during the year ended December 31, 2022.

 On
August 10, 2022, the Company entered into an agreement with a consultant with a term of 12 months under which it undertook to issue
to the consultant 300,000,000
restricted stock for investor relations services. The Company estimated the fair value of the shares issued at $ 120,000
of which $ 46,438 were
recorded as share based compensation expenses in the year ended December 31, 2022 and the remaining $ 73,562 were recorded in the year ended December 31, 2023. As of December 31, 2023, no shares have been
issued to the consultant under the above agreement.

 On
October 25, 2022, the Company issued to CrossMobile 10,000,000,000
shares of the Company's common stock (see note 1 and 7 above).

 On
November 1, 2022, the Company entered into a binding term sheet, which was subsequently replaced and superseded in April 2023 by a binding
investment agreement, with George Baumeohl, a 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 through August 2025, as needed. The agreement provides for sales of Company's
common stock to Mr. Baumeohl at per share purchase prices ranging between $ 0.0003 and $ 0.0004. As of December 31, 2023, the Company have
received an aggregate of $ 1,225,000 from Mr. Baumeohl, in consideration of which he is entitled to 3,937,500,000 shares of common stock.
After December 31, 2022, the Company received additional $ 470,000 from Mr. Baumeohl to which entitles him to 1,174,417,500 shares of
our common stock at a share price of $ 0.0004.

 On
February 8, 2023, the Company entered into an investment agreement with a shareholder pursuant to which it raised $ 60,000 from the private
placement of share of our common stock at a per share purchase price of $ 0.0003, in respect of which it issued to the shareholder to
 200,000,000 shares of Common Stock.

 On
February 8, 2023, the Company issued to the investor specified in item a above and a designee an aggregate of 1,440,000,000 shares of
common stock in satisfaction of a loan made by the shareholder to the Company in the principal amount of $ 120,000 plus interest of $ 24,000
of accrued interest, originally received for a period of 10-year.

 On
May 15, 2023, the Company issued 770,000,000 shares of common stock as consideration under InstaView Transaction (see note 8 above).

 NOTE
11 - STOCK OPTIONS

 On
June 21, 2021, the Board of Directors approved the 2021 Equity Incentive Plan (the "2021 Plan") pursuant to which the Company
may issue awards, from time to time, consisting of non-qualified stock options, restricted stock and restricted stock units and stock
option awards qualify under Section 102 of the Israeli Tax Ordinance (New Version) 1961 ("ITO"), and/or under Section 3(i)
of the ITO.

 On
January 1, 2022, the Company granted options under the 2021 Plan to purchase 400,000,000 shares of the Company's common stock to
a member of its advisory board. Options to purchase 100,000,000 shares of common stock shall vest on the first anniversary of the agreement
and the remaining options shall vest quarterly, over additional 3 years. The fair value of the options was determined using the Black-Scholes
pricing model, assuming a risk free rate of 1.12 %, a volatility factor between 391 %, dividend yields of 0 % and an expected life of 6.25
years and was estimated at $ 200,000.

 F- 21

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 NOTES

 (U.S.

 NOTE
11 - STOCK OPTIONS (continue)

 Mr.
Tromer, the CEO of CrossMobile, was appointed to the Company's advisory board in February 2022. In connection with his service
on the advisory board, on February 14, 2022, he was awarded options under the 2021 Plan to purchase 6,000,000,000 shares of the Company's
common stock, at a per share exercise price of $ 0.0001, which is the exercise price for all grants to date to member of the Company's
advisory board. Mr. Tromer's options vest as follows: 25 % (i.e., 1,500,000,000) options vest on the first anniversary of the appointment
to the advisory board and the balance in increments of 400,000,000 shares on each subsequent three (3) month anniversary. The fair value
of the options was determined using the Black-Scholes pricing model, assuming a risk free rate of 1.85 %, a volatility factor of 397 %,
dividend yields of 0 % and an expected life of 6.25 years and was estimated at $ 2,400,000.

 On
May 15, 2022, the Company granted options under the 2021 Plan to directors, employees and service providers to purchase an aggregate
of 34,900,000,000 shares of common stock exercisable at a per share exercise price of $ 0.0001. Of the options granted, 5,000,000,000
were issued to CEO. The options vest on an annual basis with 25% of the option grant vesting on each anniversary of the option grant.
Following vesting, the options are exercisable through the sixth month anniversary following the last instalment vesting date. The fair
value of the options was determined using the Black-Scholes pricing model, assuming a risk free rate of 2.84 %, a volatility factor of
 305.1 %, dividend yields of 0 % and an expected life of 6.25 years and was estimated at $ 13,959,141.

 On
September 18, 2022, the Company granted options under the 2021 Plan to a strategic advisor to purchase an aggregate of 10,000,000,000
shares of common stock exercisable at a per share exercise price of $ 0.0001. Of the options granted, 5,000,000,000 were immediately vested
and the remaining shall vest on 4 annual equal instalments commencing May 15, 2023. The fair value of the options was determined using
the Black-Scholes pricing model, assuming a risk free rate of 3.62 %, a volatility factor of 306.5 %, dividend yields of 0 % and an expected
life of 5.54 years and was estimated at $ 3,999,451.

 On
January 26, 2023, RNA entered into two consulting agreements for the design of new generation of Internet Of Things ("IOT")
devices and for research and update of international needs of IOT devices with two consultants under which it undertook to issue to each
of the consultant Non-Plan option to purchase 1,000,000,000 shares of the Company's common stock at per share exercise price of
$ 0.0002, exercisable over 4 years, of which options for 250,000,000 of the share will vest on each of the anniversaries of the execution
of the agreement, beginning with January 24, 2024 and thereafter on each subsequent anniversary, subject to continued services with RNA.
The fair value of both of the options was determined using the Black-Scholes pricing model at $ 563,230, assuming a risk free rate of
 3.72 %, a volatility factor of 186.71 %, dividend yields of 0 % and an expected life of 4 years. Total compensation expenses during the
year ended December 31, 2023 amounted to $ 256,680 and were recorded as share based compensation under research and development expenses.

 On
May 7, 2023, RNA entered into a consulting agreement with a consultant pursuant to which the Company granted the consultant a Non-Plan
option to purchase 1,000,000,000 shares of the Company's common stock at per share exercise price of $ 0.0002, exercisable over
 4 years, of which options for 250,000,000 of the share will vest on each of the anniversaries of the execution of the agreement, beginning
with May 7, 2024 and thereafter on each subsequent anniversary, subject to continued services with RNA. The fair value of both of the
options was determined using the Black-Scholes pricing model at $ 184,701, assuming a risk free rate of 3.63 %, a volatility factor of
 186.23 %, dividend yields of 0 % and an expected life of 4 years. Total compensation expenses during the year ended December 31, 2023 amounted
to $ 60,124 and were recorded as share based compensation under research and development expenses.

 F- 22

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 NOTES

 (U.S.

 NOTE
11 - STOCK OPTIONS (continue)

 The
following table presents the Company's option activity during the year ended December 31, 2023 and 2022:

OF STOCK OPTION ACTIVITY

 of Options

 Weighted
 Average Exercise Price

 Outstanding as of December 31,2021

 6,800,000,000

 Granted

 41,000,000,000

 Exercised

 -

 -

 Forfeited or expired

 ( 1,200,000,000
)

 Outstanding as of December 31, 2022

 46,600,000,000

 Granted

 2,000,000

 Exercised

 -

 -

 Forfeited or expired

 ( 10,000,000,000
)

 Outstanding as of December
 31, 2023

 36,602,000,000

 Number of options exercisable
 as of December 31, 2023

 12,925,000,000

 The
aggregate intrinsic value of the option awards outstanding as of December 31, 2023 is $ 3,660,200. These amounts represent the total intrinsic
value, based on the Company's stock price of $ 0.0002 as of December 31, 2023, 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
options outstanding as of December 31, 2023 have been separated into exercise prices, as follows:

OF STOCK OPTIONS OUTSTANDING RANGE OF EXERCISE PRICE

 Exercise
 price

 Options
 outstanding

 Weighted
 average remaining contractual life – years

 Options
 vested

 As of December
 31, 2023

 36,602,000,000

 2.74

 12,925,000,000

 0.001

 36,602,000,000

 2.74

 12,925,000,000

 The
options outstanding as of December 31, 2022 have been separated into exercise prices, as follows:

 Exercise
 price

 Options
 outstanding

 Weighted
 average remaining contractual life – years

 Options
 vested

 As of December
 31, 2022

 46,600,000,000

 3.74

 7,225,000,000

 0.001

 46,600,000,000

 3.74

 7,225,000,000

 As
of December 31, 2023, there was $ 3,857,211 of total unrecognized compensation cost related to non-vested options. The cost is expected
to be recognized over a weighted average period of 1.4 years. Compensation expense recorded by the Company in respect of its stock-based
compensation awards in accordance with ASC 718-10 for the year ended December 31, 2023 and 2022 was $ 5,690,406 and $ 8,741,403, respectively.

 F- 23

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 NOTES

 (U.S.

 NOTE
12 – RESEARCH AND DEVELOPMENT EXPENSES

 SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES

 2023

 2022

 Year
 ended December 31

 2023

 2022

 Salaries and related expenses

 268,358

 340,054

 Share-based compensation expenses (Notes 10,
 11)

 1,335,600

 909,637

 Professional fees and other development costs

 175,711

 37,723

 Depreciation and amortization

 18,617

 11,689

 Vehicle maintenance

 23,465

 36,881

 Rent and office maintenance

 113,334

 54,561

 Total
 Research and Development Expenses

 1,935,085

 1,390,545

 NOTE
13 – GENERAL AND ADMINISTRATIVE EXPENSES

 SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES

 2023

 2022

 Year
 ended December 31

 2023

 2022

 Share-based compensation expenses (Notes 10, 11)

 4,410,362

 8,119,940

 Professional services

 314,135

 87,383

 Salaries and related expenses

 234,395

 259,587

 Office expenses

 78,106

 99,212

 Rent and office maintenance

 28,308

 16,975

 Advertising

 8,211

 1,997

 Other expenses

 7,208

 40,865

 Total
 general and administrative expenses

 5,080,725

 8,625,959

 F- 24

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 NOTES

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

 NOTE
14 - EQUITY METHOD INVESTMENTS IN UNCONSOLIDATED AFFILIATES

 The
Company applies the equity method to investments when it has an ability to exercise significant influence over the operational decision-making
authority and financial policies of the investee.

the year ended December 31, 2022, the Company accounted for its 26 % investments in CrossMobile as equity method investment from July
13, 2022 until October 25, 2022, the day the Company increased its holdings in CrossMobile to 51 % and began consolidating its financial
statements.

the Year ended December 31, 2023, the Company accounted for its 26 % investments in InstaView as equity method investment from January
26, 2023.

 The
following tables summarize the carrying amounts, including changes therein, of our equity method investment in CrossMobile and InstaView
during the years ended December 31, 2023 and 2022:

OF EQUITY METHOD INVESTMENT

 CrossMobile

 Opening balance as of January 1, 2022

 $
 -

 Initial investment- 10,000,000,000
 common shares

 4,000,000

 Equity in net loss

 ( 20,594
)

 Balance as of October
 25, 2022 – date of consolidation

 $
 3,979,406

 InstaView

 Opening balance as of January 1, 2023

 $
 -

 Equity investment

 91,917

 Other comprehensive loss

 ( 1,007
)

 Equity loss

 ( 1,977
)

 Investments under equity
 method.

 88,933

 Purchased Option

 62,082

 Investment
 in investee as of December 31, 2023

 $
 151,015

 Impairment of investment

 (151,015
)

 Investment in investee as of December 31, 2023

 -

 F- 25

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 NOTES

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

 NOTE
15 – INCOME TAX

 A.
 The
 Company is subject to the U.S. federal income tax rate of 21 % plus state income tax rates
 which vary from state to state.

of the Israeli company is taxable at enacted tax rate of 23 %.

of the Poland company is taxable at enacted tax rate between 9 %
- 19 %.

 The
Company and its Israeli and Polish subsidiaries have not received final tax assessments since the subsidiaries' inception.

 The
Company's tax years beginning 2016 are open for assessment and, for the subsidiaries, all tax years from commencement are open
for assessment.

 As
of December 31, 2023, the Company and its subsidiaries have carryforward losses for tax purposes of approximately $ 28,782 thousand and $ 3,284 thousand,
respectively, which can be offset against future taxable income, if any. As of December 31, 2023, approximately $ 26.9 million will expire
between the years 2036 and 2040, and the remainder has no expiration date.

 B.
 Composition
 of loss for the year:

OF COMPOSITION OF LOSS

 Year
 ended December 31

 2023

 2022

 U.S.
 Dollars

 U.S.

 6,050,025

 9,275,822

 Israel

 844,815

 641,825

 Poland

 144,474

 28,728

 loss from continuing operation

 7,039,314

 9,946,375

 C.
 The
 following is a reconciliation between the income tax benefit calculated using the federal
 income tax rate applicable to the Company and the income tax expense reported in the financial
 statements:

OF EFFECTIVE INCOME TAX EXPENSE

 2023

 2022

 Year
 ended December 31

 2023

 2022

 U.S.
 Dollars

 Pretax loss

 7,039,314

 9,946,375

 U.S. federal income
 tax rate

 %

 %

 Income tax benefit computed at the U.S. federal
 income tax rate

 ( 1,478,256
)

 ( 2,088,739
)

 Non-deductible expenses

 3,301

 8,970

 Share-based compensation

 1,179,537

 1,988,192

 Remeasurement of deferred taxes due to currency
 exchange and change in estimations

 -

 ( 313,233
)

 Effect of differences in corporate income tax
 rates

 3,056

 ( 4,828
)

 Other timing differences

 24,165

 -

 Change in valuation
 allowance

 268,197

 409,638

 tax expense (Benefit)

 -

 -

 F- 26

 WORLD

 NOTES

 (U.S.

 NOTE
15 – INCOME TAX (continue)

 D.
 Deferred
 taxes are recognized for the future tax consequences attributable to differences between
 the financial statements carrying amounts of existing assets and liabilities and their respective
 tax bases and operating loss and tax credit carryforwards. Significant components of the
 Company's deferred tax assets and liabilities are as follows:

 SCHEDULE OF DEFERRED TAX ASSETS

 2023

 2022

 December

 2023

 2022

 Composition of deferred
 tax assets:

 U.S.
 Dollars in thousands

 Operating loss carry forwards

 6,776,409

 6,508,213

 Share-based compensation

 3,604,097

 2,577,057

 Accrued compensation

 62,588

 54,425

 Total deferred tax assets

 10,443,094

 9,139,695

 Valuation allowance

 10,443,094

 9,139,695

 Total
 deferred Tax assets

 -

 -

 NOTE
16 – RELATED PARTIES

OF RELATED PARTY EXPENSES

 A.
 Transactions
 and balances with related parties

 2023

 2022

 Year
 ended December 31,

 2023

 2022

 General and administrative
 expenses:

 Salaries
 and fees to officers (*)

 4,542,602

 7,273,395

 (*) of which share-based
 compensation

 2,190,495

 4,722,612

 Research and development
 expenses:

 Salaries and fees to
 officers (*)

 372,428

 226,113

 (*) of which share-based
 compensation

 145,542

 130,200

 B.
 Balances
 with related parties and officers:

 2023

 2022

 December
 31,

 2023

 2022

 Other current
 assets

 62,647

 50,253

 Other accounts liabilities

 113,615

 -

 Liability for employee
 rights upon retirement

 129,768

 229,167

 Long term loan from
 related party (*)

 2,012,339

 2,012,339

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

 NOTE
17 – SUBSEQUENT EVENTS

 1.
 In January and February 2024, the Company received subscription proceeds of $ 470,000 under the investment agreement
with Mr. Baumeohll referred to in Note 10 above in respect of which he is entitled to 1,174,417,500 shares of the Company's common
stock, at a per share price of $ 0.0004.

 F- 27