UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~March 296, ~~2023~~2024

WORLD HEALTH ENERGY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-30256

59-2762023

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1825 NW Corporate Blvd. Suite 110

Boca Raton, FL 33431

(Address of principal executive offices, including zip code)

(561) 870-0440

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

~~Section~~Item 14.01. -Changes in Registrant’s ~~Business~~Certifying ~~and Operations~~Accountant.

~~Item~~(a) ~~1.02.~~Dismissal ~~Termination~~ of aIndependent ~~Material~~Registered ~~Definitive~~Public ~~Agreement.~~Accounting Firm

On ~~December~~March 296, ~~2023~~2024, ~~UCG, Inc.,~~ the ~~holder~~Board of ~~75%~~Directors of (the ~~issued~~“Board”) ~~and outstanding shares~~ of World Health Energy Holdings, Inc. (the “~~WHEN~~Company”) ~~delivered~~dismissed toBrightman ~~Cuentas~~Almagor ~~Inc~~Zohar & Co., ~~(“Cuentas”)~~Certified ~~notice~~Public ofAccountants, ~~termination~~a ofFirm in the ~~Term~~Deloitte ~~Sheet~~Global ~~entered~~Network ~~into~~(“Deloitte”) as bythe ~~Cuentas~~Company’s ~~and~~independent ~~UCG~~registered ~~and~~public ~~disclosed in~~accounting ~~WHEN~~firm (the “Dismissal’s). ~~current~~Deloitte ~~report~~had onserved ~~Form~~as ~~8-K~~the ~~filed~~Company’s independent onregistered ~~October~~public ~~19,~~accounting ~~2023~~firm since 2022.

~~Section~~The 9audit -report ~~Financial~~of ~~Statements~~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 ~~Exhibits~~were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal year ended December 31, 2022, and through the date of this Current Report, 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.

The Company has provided Deloitte a copy of the disclosures in this Form 8-K and has requested Deloitte to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the Company’s statements herein. A copy of such letter, which is dated March 11, 2024, is filed as Exhibit 16.1 to this Form 8-K.

(b) 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.

During 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 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)
16.1		Letter from Brightman Almagor Zohar & Co. dated March 11, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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

	WORLD HEALTH ENERGY HOLDINGS, INC.
Date: December 29, 2023	By:	/s/ Giora Rozensweig
Date: March 11, 2024	By:	/s/ Giora Rozensweig
		Giora Rozensweig
		Chief Executive Officer

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