UNITED STATES
SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549

 

Form 10-K


(Mark One)

 

[X]

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

 

For the fiscal year ended December 31, 20132016

 

[  ]

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

 

For the transition period from____________from to ___________

 

Commission file number 000-29462

 

WORLD HEALTH ENERGY HOLDINGS, INC.

(Name of small business issuer in its charter)

 

Delaware

59-2762023

 (State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)


511 Avenue of the Americas #710
New York, NY3000 Island Blvrd #402 Aventura

FL
(Address of principal executive offices)


3316010011

(Zip Code)


Issuers telephone number:
(212) 884-8395884-8395


Securities registered pursuant to Section 12(b) of the Exchange Act:
None


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


Common Stock, Par Value $0.0007 Per Share


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


Indicate 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 [X]

 

Indicate by check mark whether the issuer (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 [X] No [  ]


Indicate 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 registrant’sregistrant'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.  [X]


 

Indicate by check mark whether the registrant is a largean accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of large“large accelerated filer, accelerated” “accelerated filer, and smaller” “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

[X]

Emerging Growth company


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

 

The aggregate market value of the voting common equity held by non-affiliates of the registrant, as of June 28, 2013,30, 2016, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately 401,3661,204,098 based upon the closing sale price on the NQB Pink Sheets reported for such date. Shares of common stock held by each officer and director, and by each person who owns 10% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

 

As of MayJune 27, 2014,2017, the Registrant had 19,789,407,99689,789,407,996 outstanding shares of its common stock, $0.0007 par value.

 

Transitional Small Business Disclosure Format (check one): Yes [  ] No [X]

 

DOCUMENTS INCORPORATED BY REFERENCE


None

None



 

 

Table of Contents

 Page
PART I3
Item 1. Description of Business3
Item 1A. Risk Factors4
Item 2. Description of Property6
Item 3. Legal Proceedings7
Item 4. Submission of Matters to a Vote of Security Holders7
PART II7
Item 5. Market for Common Equity and Related Stockholder Matters7
Item 7. Management’s Discussions and Analysis8
Item 8. Financial Statements and Supplementary DataF-1
Item 9A. Controls and Procedures10
Item 9B. Other Information10
PART III11
Item 10. Directors, Executive Officers and Corporate Governance11
Item 11. Executive Compensation12
Item 12. Security Ownership of Certain Beneficial Owners and Management13
Item 13. Certain Relationships and Related Transactions14
Item 14. Principal Accounting Fees and Services14
Item 15. Exhibits and Reports on Form 8-K15
Signatures16


PART I


The following discussion should be read in conjunction with World Health Energy Holdings, Inc.’s, (f/k/a Advanced Plant Pharmaceuticals, Inc. (“APPI”)), (“we” “us” “our”("we" "us" "our" the “Company”"Company" or “WHEH”"WHEH") audited consolidated financial statements and notes thereto and Item 6 included herein. In connection with, and because the Company desires to take advantage of, the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the Company cautions readers regarding certain forward lookingforward-looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on its behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward lookingForward-looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company’s control and many of which, with respect to future business decisions, are subject to change.

 

These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or on the Company’s behalf. Without limiting the generality of the foregoing, words such as “may”"may", “anticipate”"anticipate", “intend”"intend", “could”"could", “estimate”"estimate", or “continue”"continue" or the negative or other comparable terminology are intended to identify forward-looking statements. The Company disclaims any obligation to update forward-looking statements.

 

ITEM 1. DESCRIPTION OF BUSINESS

 

On January 16, 2007, the Company acquired all of the outstanding equity of World Health Energy, Inc. (“WHE”), a Delaware corporation pursuant to the terms and conditions of a Securities Purchase Agreement and Plan of Reorganization (the “Agreement”) dated January 9, 2007 by and among WHEH, WHE and the stockholders of WHE. Pursuant to the Agreement, APPI agreed to issue 55,000,000 shares of its common stock to the two stockholders of WHE.

In 2010, the Company entered into an agreement to acquire 100% of the issued and outstanding common stock of GNE-India from GNE-Cyprus. This agreement called for the Company to issue 18,001,000,000 shares of the Company’s common stock. During 2010, the Company issued 2,447,994,016 of these shares, with the remaining 15,553,005,984 shares to be issued once the Company increased its authorized shares to allow for the additional issuance. On December 27, 2011, the Company increased its number of authorized common shares to 110 billion, and on February 9, 2012, the Company distributed the remaining 15,553,005,984 shares as part of the purchase of GNE-India.

Business of World Health Energy

 

WHEWorld Health Energy Holdings, Inc. (WHEH) is a Financial Software, Banking, Securities and a Health and Energy Holding Company. Its companies includewww.fsc.trade,www.onlinetrade.trade,www.stocks-4you.com,www.gne.bz.

FSC Solutions, Inc. (FSC) is an emerging energy, developmental stage company,online software solutions trading company. The Financial Broker Service Companies will be www.onlinetrade.trade &www.stocks-4you.com. They will be competing with limited operations to date. The primary objective of WHE is to produceE Trade,www.etrade.com, (market cap $7.01 Billion) and market high-quality, low-cost B100 biodiesel with a view towards creating energy independence. In addition to the production of biodiesel, the Company plans to design and manufacture biodiesel production plants in varying capacities to meet the demand of the market; thereby, providing much needed complementary renewable energy solutions to the international biodiesel communities. The Company hopes to develop strategic alliances and partnerships with proposed leased and owned facilities and make resale arrangements with international energy suppliers. WHE intends to align itself with strategic partners to service local and global distributors and corporations seeking lower rates, high quality biodiesel and biodiesel manufacturing plants and to enter into cooperative agreements with farming communities and local governments.Ameritrade, www.tdamerirade.com, (market cap $19.6 Billion).

 

WHE intendsThe online software trading Company www.fsc.trade is looking to establish biodiesel production operations and to acquire alliances, partnerships and joint ventures with other like-minded parties interestedcompete in biodiesel technology. WHE also plans to offer leadership models, marketing support services anda $2 billion per annum financial support to our acquired alliances, partnerships and joint ventures and to service them for fees and percentages of the operations.

WHE’s primary marketing objective will be to utilize existing, well-established distribution channels in each of the markets it enters, and train the local channel partners in the features and cost benefits of WHE’s products and services.software market. The Company will support this strategy with cooperative print marketing programs, web site information services,provide cutting edge complete software solutions for financial institutions, banks and direct sales efforts through resellers.traders.

 

Biodiesel technology although used in EuropeIn order for twenty years is a pioneering technology in North America and Asia. WHE’s main competitors in the future may arise from the larger oil distribution operation companies (i.e. Exxon, Shell, PetroCanada), and the new private companies that are also gearingWHEH to capitalize from the explosion of biodiesel growth. Most of these companies will have far greater capital resources than WHE. If we are to stay competitive, we must be able to offer the products on a cost competitive basis and provide superior customer service.

WHE has targeted a location to introduce its first product. Further development of this operation will be subject to entering into a long term land lease or purchase program, which will enable us to install our first bio-fuel facility.

WHE believes thatsucceed it will require a minimum of $700,000 to commence commercial operations. Significant additional sums will be required to implement the WHE business plan. There is currently no existing commitment for any type of funding, nor can there be any assurance that funding will be available at any time in the future. Without adequate funding, it is unlikely that WHE will be able to commence commercial operations.funding.

 

Our Products

 

The Company currentCompany’s subsidiary company FSC has no products that are ready for market.financial trading software.

 

Employees

 

As of December 31, 2013,2016, we had no full-time employees. Throughout the year we had work performed by part-time consultants on an as-needed basis. None of our employees are represented by a labor union and we have not entered into a collective bargaining agreement with any union. As of December 31, 20132016, all of our employees were on temporary leave without pay and/or an obligation for pay.

 

Available Information

 

Information regarding the Company’sCompany's annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to these reports, are available to the public from the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov as soon as reasonably practicable after the Company electronically files such reports with the Securities and Exchange Commission.SEC. Any document that the Company files with the SEC may also be read and copied at the SEC’sSEC's public reference room located at Room 1024 Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room.

 

ITEM 1A.Risk Factors

 

You should consider each of the following risk factors and any other information set forth in this Form 10-K and 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 on 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.

 


RISKS ASSOCIATED WITH THE COMPANY’S PROSPECTIVE BUSINESS AND OPERATIONS

 

The Company lacks meaningful operating history and will require substantial capital if it is to be successful. We will require additional funds for our operations.

 

At December 31, 2013,2016, we had a working capital deficiency of $413,112.$832,580. We will require significant cash in order to implement any acquisitions. No assurances can be given that the Company will be able to obtain the necessary funding during this time to make any acquisitions. The inability to raise additional funds will have a material adverse effect on the Company’s business, plan of operation and prospects. Acquisitions may be made with cash or our securities or a combination of cash and securities. To the extent that we require cash, we may have to borrow the funds or sell equity securities. The issuance of equity, if available, would result in dilution to our stockholders. We have no commitments from any financing source and we may not be able to raise any cash necessary to complete an acquisition. If we fail to make any acquisitions, our future growth may be limited. If we make any acquisitions, they may disrupt or have a negative impact on our business.

 

The terms on which we may raise additional capital may result in significant dilution and may impair our stock price. Because of our cash position, our stock price and our immediate cash requirements, it is difficult for us to raise capital for any acquisition. We cannot be assured that we will be able to get financing on any terms, and, if we are able to raise funds, it may be necessary for us to sell our securities at a price that is at a significant discount from the market price and on other terms which may be disadvantageous to us. In connection with any such financing, we may be required to provide registration rights to the investors and pay damages to the investor in the event that the registration statement is not filed or declared effective by specified dates. The price and terms of any financing which would be available to us could result in both the issuance of a significant number of shares and significant downward pressure on our stock price.

The Company’s officers and directors may have conflicts of interest in that they are and may become affiliated with other companies. In addition, the Company’s officers do not devote full time attention to the Company’s operations. Until such time that the Company can afford executive compensation commensurate with that being paid in the marketplace, its officers will not devote their full time and attention to the operations of the Company. No assurances can be given as to when the Company will be financially able to engage its officers on a full time basis.

 

The loss of key members of our senior management team could adversely affect the execution of our business strategy and our financial results. If any members of our senior management team become unable or unwilling to continue in their present positions, our financial results and our business could be materially adversely affected.

 

We have had little success with our current business operations and there can be no assurance that our new business venture will be successful.

 

We will continue to operate our current business until and unless we secure sufficient financing for WHE.WHEH. As WHEWHEH is a developmental stage company, there can be no assurance that WHEWHEH will be able to successfully implement its planned business model. While its officers have significant experience in the field, without proper financing and/or government grants, it is highly unlikely that WHEWHEH will be able to implement its business plan.

 

In addition, WHEWHEH faces intense competition from larger, better capitalizedbetter-capitalized companies.

 

We have not voluntarily implemented various corporate governance measures in the absence of which, stockholders may have more limited protections against interested director transactions, conflicts of interest and similar matters.

 

Recent Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or The NASDAQ Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges and NASDAQ are those that address board of directors’directors' independence, audit committee oversight, and the adoption of a code of ethics. While our board of directors has adopted a Code of Ethics and Business Conduct, we have not yet adopted any of these corporate governance measures and, since our securities are not yet listed on a national securities exchange or NASDAQ, we are not required to do so. It is possible that if we were to adopt some or all of these corporate governance measures, shareholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, in the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors, decisions concerning matters such as compensation packages to our senior officers and recommendations for director nominees may be made by a majority of directors who have an interest in the outcome of the matters being decided. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions.

 


Provisions of our Articles of Incorporation and Bylaws may delay or prevent take-over which may not be in the best interest of our stockholders.

 

Provisions of our articles of incorporation and bylaws may be deemed to have anti-takeover effects, which include when and by whom special meetings of our stockholders may be called, and may delay, defer or prevent a takeover attempt. In addition, certain provisions of the Florida Statutescorporate law also may be deemed to have certain anti-takeover effects, which include that control of shares acquired in excess of certain specified thresholds will not possess any voting rights unless these voting rights are approved by a majority of a corporation’scorporation's disinterested stockholders. In addition, our articles of incorporation authorize the issuance of up to 10,000,000 shares of preferred stock, of which 2,500,0000 shares are issued and outstanding as of April 22, 2014,June 27, 2017, with such rights and preferences as may be determined from time to time by our board of directors. Preferred stock shareholders are entitled to 350 votes for each share held while common stock shareholders are entitled to one vote for each share held. Our board of directors may, without stockholder approval, issue preferred stock with dividends, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of our common stock. As a result, our board of directors can issue such stock to investors who support our management and give effective control of our business to our management.

We may be exposed to potential risks relating to our internal controls over financial reporting and our ability to have those controls attested to by our independent auditors.

 

Risks Related to the Company’s Common Stock

 

The Company has never paid cash dividends on its common stock and has no plans to do so in the foreseeable future. The Company intends to retain earnings, if any, to develop and expand its business.

 

“Penny stock” rules may make buying or selling the common stock difficult and severely limit their market and liquidity.

 

Trading in the Company’s common stock is subject to certain regulations adopted by the SEC commonly known as the “Penny Stock Rules”. The Company’s common stock qualifies as penny stock and is covered by Section 15(g) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”), which imposes additional sales practice requirements on broker/dealers who sell the Company’s common stock in the market.

 

The “Penny Stock Rules” govern how broker/dealers can deal with their clients and “penny stock”. For sales of the Company’s common stock, the broker/dealer must make a special suitability determination and receive from clients a written agreement prior to making a sale. The additional burdens imposed upon broker/dealers by the “penny stock” rules may discourage broker/dealers from effecting transactions in the Company’s common stock, which could severely limit its market price and liquidity. This could prevent investors from reselling Echo common stock and may cause the price of the common stock to decline.

 

Although publicly traded, the Company’s common stock has substantially less liquidity than the average trading market for a stock quoted on other national exchanges, and our price may fluctuate dramatically in the future.

 


Although the Company’s common stock is listed for trading on the OTCQX, the trading market in the common stock has substantially less liquidity than the average trading market for companies quoted on other national stock exchanges. A public trading market having the desired characteristics of depth, liquidity and orderliness depends on the presence in the marketplace of willing buyers and sellers of our common stock at any given time. This presence depends on the individual decisions of investors and general economic and market conditions over which we have no control. Due to limited trading volume, the market price of the Company’s common stock may fluctuate significantly in the future, and these fluctuations may be unrelated to the Company’s performance. General market price declines or overall market volatility in the future could adversely affect the price of the Company’s common stock, and the current market price may not be indicative of future market prices.

 

On October 28, 2011, the National Securities Clearing Corporation exited positions in WHEWHEH common stock from the Continuous Net Settlement System .System. This “chill” on the common stock may hamper trading liquidity in WHE.WHEH.

 

ITEM 2. DESCRIPTION OF PROPERTY

 

FromDuring 2016, between January 1 through March 30, 2013,and August, we rented an office space in Jerusalem,Tel Aviv, Israel from a related party. From April 1 through December 31, 2013, we did not rent or own any office space. Asparty, at a cost of approximately $2,700 per month. In addition, throughout 2016, and from March 4, 2014, the Company’s executive offices were at 511 Avenue of the Americas #705, New York, NY10011. However, as of January 5, 2017, the Company’s current executive offices are at511 Avenue of the Americas #710, New York, NY 10011. This 3000 Island Blvrd #402, Aventura, FL 33160.This is a virtual office offering mail forwarding, phone services, and the ability to use conference rooms as needed. We pay $99 per month in fees for the location. We believe that the current arrangement is adequate to meet our current needs and anticipate moving our offices during the next twelve (12) months if we are able to execute our business plans.

ITEM 3. LEGAL PROCEEDINGS

 

The Company is not involved currently in legal proceedings that could reasonably be expected to have a material adverse effect on its business, prospects, financial condition or results of operations except as set forth below, nor is the Company aware of any pending or threatened litigation.

 

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

No matter was submitted to a vote of our shareholders,stockholders, through the solicitation of proxies or otherwise during the fiscal year ended December 31, 2013.2016.

 

PART II

 

ITEM 5. MARKET5.MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

 

(a) Market Information

 

Our common stock, par value $0.0007 per share (the “Common Stock”"Common Stock") was trading on the OTC QB market under the symbol “WHEN”"WHEN". Prior thereto, our stock was traded on the Pink Sheets under the symbol “APPI”. Our common stock is traded sporadically and no established liquid trading market currently exists therefore.

 

The following table represents the range of the high and low price for our Common Stock on the OTC Bulletin Board for each fiscal quarter ending December 31, 2013.2016. These Quotations represent prices between dealers, may not include retail markups, markdowns, or commissions and may not necessarily represent actual transactions.

 

Year 2013 High  Low 

Year 2016

 

High

  

Low

 
First Quarter $0.0003  $0.0001  $0.0005  $0.0001 
Second Quarter $0.0003  $0.0001  $0.0003  $0.0001 
Third Quarter $0.0002  $0.0001  $0.0003  $0.0001 
Fourth Quarter $0.0002  $0.0001  $0.0002  $0.0001 

 

Year 2012 High  Low 

Year 2015

 

High

  

Low

 
First Quarter $0.0026  $0.0009  $0.0005  $0.0001 
Second Quarter $0.0016  $0.0003  $0.0003  $0.0001 
Third Quarter $0.0008  $0.0001  $0.0003  $0.0001 
Fourth Quarter $0.0004  $0.0001  $0.0002  $0.0001 


 

Transfer Agent

 

Our transfer agent is Continental Stock Transfer & Trust Company, 17 Battery Place, New York, NY 10004. Their10004.Their telephone number is (212) 509-4000.

 

(b) Holders

 

As of December 31, 2013,2016, there were approximately five hundred (500) holders of record of our common stock, which excludes those shareholders holding stock in street name.

 

(c) Dividend Policy

 

We have not declared or paid cash dividends or made distributions in the past, and we do not anticipate that we will pay cash dividends or make distributions in the foreseeable future. We currently intend to retain and reinvest future earnings, if any, to finance our operations.

 

(d) Equity Compensation Plans

 

We currently have no equity compensation plans.

Recent Sales of Unregistered Securities

In 2010, the Company entered into an agreement to acquire 100% of the issued and outstanding common stock of GNE-India from GNE-Cyprus. This agreement called for the Company to issue 18,001,000,000 shares of the Company’s common stock. During 2010, the Company issued 2,447,994,016 of these shares, with the remaining 15,553,005,984 shares to be issued once the Company increases its authorized shares to allow for the additional issuance. On December 27, 2011, the Company increased its number of authorized common shares to 110 billion, and on February 9, 2012, the Company distributed the remaining 15,553,005,984 as part of the purchase of GNE-India.

 

ITEM 7. MANAGEMENT’S7.MANAGEMENT'S DISCUSSION AND ANALYSIS

 

Discussion and Analysis

 

The following discussion and analysis should be read in conjunction with the consolidated financial statements of the Company and the accompanying notes appearing subsequently under the caption “Financial"Consolidated Financial Statements."

 

This report on Form 10-K contains forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those discussed in the forward looking statements and from historical results of operations. Among the risks and uncertainties which could cause such a difference are those relating to our dependence upon certain key personnel, our ability to manage our growth, our success in implementing the business strategy, our success in arranging financing where required, and the risk of economic and market factors affecting us or our customers. Many of such risk factors are beyond the control of the Company and its management.

 

Management has not been satisfied with the results of its operations in the field of our current endeavors. Due to limited capital resources, it has not been able to properly promote or advertise its products. Moreover, even with increased brand awareness, competition in the field remains intense. As a result, the Company is pursuing other business opportunities and has acquired all of the issued and outstanding shares of common stock of World Health. Assuming the Company can raise sufficient finances, the Company will focus its attention on the operations on World Health. In the interim, it will continue with its current operations.

 

RESULTS OF OPERATIONSFORTHE YEARYEARS ENDED DECEMBER 31, 20132016 AND 20122015

 

Revenues

 

Revenues for the yearyears ended December 31, 20132016 and 20122015 were $0. The income during the current year relates to interest earned on savings in the Company bank account.

 


Operating Expenses

 

Operating expenses for the year ended December 31, 20132016 were $51,817$137,562 compared to $134,905$106,885 for the year ended December 31, 2012.2015. The reason for the decreaseincrease is due to there being a dropan increase in the activities of the Company and, therefore, lessmore need for travel, consultancy and other professional fees. The Company did not incur any expensealso had higher renting costs for their office space beginning April 1, 2013 onwards, whereas this was not the case forin Israel during the year ended December 31, 2012.and paid significantly more in consultancy fees during the year.

 

We recorded a net operating loss for 20132016 of $51,817$271,323, compared to $134,905$106,879 for 2012.2015.

 

Net Income/Loss and Net Income/Loss Per Share

 

Our net loss and net loss per share was $51,817$271,323 and $0.00 for the year ended December 31, 2013,2016, compared to a $134,905$106,879 and $0.00 per share for the year ended December 31, 2012.2015.

 

8

 

Financial Condition, Liquidity and Capital Resources

 

At December 31, 2013,2016, and 2015, we had current assets of $3,000 and $4,054, respectively, and total assets of $0 compared to current$3,000 and $117,828 respectively. The decrease in total assets is due to the impairment of $0 as of December 31, 2012.the software cost capitalized in 2015. We had current liabilities of $413,112$835,580 as compared to $361,295$679,085 as of December 31, 20132016 and 2012,2015, respectively. We had total liabilities of $835,580 as compared to $679,085 as of December 31, 2016 and 2015, respectively. The increase is primarily due to shareholder advances used to fund operations.

 

At December 31, 2013,2016, we had a working capital deficiency of $413,112$832,580 as compared with a working capital deficiency of $361,295$675,031 at December 31, 2012.2015.

 

If we need to obtain capital, no assurance can be given that we will be able to obtain this capital on acceptable terms, if at all. In such an event, this may have a materially adverse effect on our business, operating results and financial condition. If the need arises, we may attempt to obtain funding through the use of various types of short term funding, loans or working capital financing arrangements from banks or financial institutions.

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern. We have stockholdersa stockholders’ deficit of $413,112 and a working capital deficiency of $413,112$832,580 at December 31, 20132016 and net loss from operations of $51,817$271,323 and $134,905,$106,879, respectively, for the years ended December 31, 20132016 and 2012.2015. These conditions raise substantial doubt about our ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

 

Critical Accounting Policies

 

Use of Estimates 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 financial condition and revenues and expenses for the year then ended.operations. Actual results may differ significantly from those estimates.

 

Start-Up CostsCosts of start-up activities, including organization costs, are expensed as incurred, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 720-15,Start-Up Costs.

Net loss per shareThe Company has adopted FASB ASC260-10-50,Earnings Per Share, which provides for the calculation of “basic”"basic" and “diluted”"diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Basic and diluted losses per share were the same at the reporting dates as there were no common stock equivalents outstanding at December 31, 20132016 or 2012.2015.

 


Fair value of financial instruments The carrying values of cash and accrued liabilities approximate their fair values due to the short maturity of these instruments.

 

Financial Statement PresentationThe preparation of financial statements in conformity with generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

Off-Balance Sheet ArrangementsWe have not entered into any off-balance sheet arrangements during 20132016 and do not anticipate entering into any off-balance sheet arrangements during the next 12 months.

  

ITEM 8.CONSOLIDATEDFINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

Our consolidated financial statements have been examined to the extent indicated in their reports by Accell Audit & Compliance, P.A. for the years ended December 31, 20132016 and 20122015 and have been prepared in accordance with GAAP and pursuant to Regulation S-X as promulgated by the Securities and Exchange Commission and are included herein, on Page F-1 hereof in response to Part F/S of this Form 10-K.

 

INDEX TO FINANCIAL STATEMENTS

 

Report of Independent Registered Public Accounting Firm

F-2

Consolidated Balance Sheets

F-3

Consolidated Statements of Operations

F-4

Consolidated StatementStatements of Stockholders’ Deficit

F-5

Consolidated Statements of Cash Flows

F-6

Notes to Consolidated Financial Statements

F-7

 


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

  

The Board of Directors and Stockholders

World Health Energy Holdings, Inc.

 

We have audited the accompanying consolidated balance sheets of World Health Energy Holdings, Inc. (the “Company”) as of December 31, 20132016 and 2012,2015, and the related consolidated statements of operations, stockholders’ deficit and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the auditaudits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our auditaudits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of World Health Energy Holdings, Inc. as of December 31, 20132016 and 2012,2015, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 7,4, the Company has incurred net losses and negative cash flow from operations since inception. These factors, and the need for additional financing in order for the Company to meet its business plans, raise substantial doubt about the Company’s ability to continue as a going concern.

 

/s/ Accell Audit & Compliance, PA

 

/s/ Accell Audit & Compliance, PA

June 27, 2017

Tampa, Florida

May 27, 2014

 

4806 West Gandy Boulevard ● Tampa, Florida 33611 ● 813. 440.6380

4868 West Gandy Boulevard ● Tampa, Florida 33611 ● 813. 440.6380


WORLD HEALTH ENERGY HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETSSHEETS

 

  

December 31,

  

December 31,

 
  

2016

  

2015

 

ASSETS

        
         

CURRENT ASSETS

        

Cash

 $-  $4,054 

Deposits

  3,000   - 

TOTAL CURRENT ASSETS

  3,000   4,054 
         
         

PROPERTY AND EQUIPMENT

        

Furniture, fixtures and equipment

  4,353   4,353 

Software

  -   113,774 

Less: Accumulated depreciation

  (4,353)  (4,353)
   -   113,774 
         

TOTAL ASSETS

 $3,000  $117,828 
         

LIABILITIES AND STOCKHOLDERS’ DEFICIT

        
         

CURRENT LIABILITIES

        

Accounts payable and accrued liabilities

 $89,039  $68,521 

Due to affiliates

  725,067   589,090 

Related party convertible note payable

  21,474   21,474 
   835,580   679,085 
         
         

TOTAL LIABILITIES

  835,580   679,085 
         

Commitments and Contingencies (see Note 8)

        
         

STOCKHOLDERS’ DEFICIT

        

Preferred stock, $0.0007 par value, authorized 10,000,000 shares;2,500,000 issued and outstanding

  1,750   1,750 
         

Common stock, $0.0007 par value, authorized 110,000,000,000 shares; 89,789,407,996 issued and outstanding at December 31, 2016 and December 31, 2015

  62,852,585   62,852,585 

Discount on common stock

  (49,000,000)  (49,000,000)

Additional paid in capital

  11,433,491   11,433,491 

Accumulated deficit

  (26,120,406)  (25,849,083)
   (832,580)  (561,257)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

 $3,000  $117,828 

  December 31, 2013  December 31, 2012 
       
ASSETS        
         
CURRENT ASSETS        
Cash $-  $- 
         
PROPERTY AND EQUIPMENT        
Furniture, fixtures and equipment  4,353   4,353 
Less: Accumulated depreciation  4,353   4,353 
   -   - 
         
TOTAL ASSETS $-  $- 
         
LIABILITIES AND STOCKHOLDERS’ DEFICIT        
         
CURRENT LIABILITIES        
Accounts payable and accrued liabilities $82,940  $76,453 
Due to affiliates  330,172   284,842 
   413,112   361,295 
         
STOCKHOLDERS’ DEFICIT        
Preferred stock, $0.0007 par value, authorized 10,000,000 shares; 2,500,000 shares issued and outstanding  1,750   1,750 
         
Common stock, $0.0007 par value, authorized 110,000,000,000 shares; 19,789,407,996 shares issued and outstanding  13,852,585   13,852,585 
         
Additional paid in capital  11,433,491   11,433,491 
Accumulated deficit  (25,700,938)  (25,649,121)
   (413,112)  (361,295)
         
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $-  $- 

See Accompanying Notes toConsolidatedFinancial Statements andReport of Independent Registered Public Accounting Firm.

 

F-3

 

WORLD HEALTH ENERGY HOLDINGS, INC.

CONSOLIDATEDSTATEMENTS OF OPERATIONS

 

 For the Year Ended 
 December 31, 2013 December 31, 2012  

For the Year Ended

 
      

December 31,

2016

  

December 31,

2015

 
REVENUE $-  $-  $-  $- 
COST OF SALES  -   -   -   - 
GROSS MARGIN  -   -   -   - 
                
OPERATING EXPENSES                
General and administrative  26,129   83,343   92,974   67,470 
Professional fees  25,688   51,562   44,588   39,415 
Total expenses  51,817   134,905   137,562   106,885 
                
LOSS FROM OPERATIONS  51,817   134,905 

NET OPERATING LOSS

 $(137,562) $(106,885)
        
OTHER EXPENSES        
Loss on impairment  113,774   - 
Write off on investment deposit  20,000   - 
        

OTHER INCOME

        

Interest Earned

  13   6 
                
NET LOSS $51,817  $134,905  $(271,323) $(106,879)
                
LOSS PER WEIGHTED AVERAGE COMMON SHARES $0.00  $0.00  $0.00  $0.00 
                
NUMBER OF WEIGHTED AVERAGE COMMON SHARES OUTSTANDING  19,789,407,996   18,087,335,231   89,789,407,996   56,035,983,338 

 

See Accompanying Notes toConsolidatedFinancial Statements andReport of Independent Registered Public Accounting Firm.

 

F-4

 

WORLD HEALTH ENERGY HOLDINGS, INC.

CONSOLIDATED STATEMENTSSTATEMENTS OF STOCKHOLDER’SSTOCKHOLDERS’ DEFICIT

 

  Number of
Shares-
Preferred
  Preferred
Stock
  Number of
Shares-
Common
  Common
Stock
  Additional
Paid-in
Capital
  Accumulated
Deficit
  Total
Stockholders’
Deficit
 
                      
Balance, December 31, 2011  2,500,000  $1,750   4,236,402,012  $2,965,481  $22,298,995  $(25,514,216) $(247,990)
                             
Shares issued for acquisition  -   -   15,553,005,984   10,887,104   (10,865,504)  -   21,600 
Net loss  -   -   -   -   -   (134,905)  (134,905)
                             
Balance, December 31, 2012  2,500,000   1,750   19,789,407,996   13,852,585   11,433,491   (25,649,121)  (361,295)
                             
Net loss  -   -   -   -   -   (51,817)  (51,817)
                             
Balance, December 31, 2013  2,500,000  $1,750   19,789,407,996  $13,852,585  $11,433,491  $(25,700,938) $(413,112)
  

Number of

Shares-Preferred

  

Preferred

Stock

  

Number of

Shares-Common

  

Common

Stock

  

Additional

Paid-in Capital

  

Accumulated Deficit

  

Discount on Common Stock

  

Total Stockholders’ Deficit

 

Balance, December 31, 2015

  2,500,000  $1,750   89,789,407,996  $62,852,585  $11,433,491  $(25,849,083) $(49,000,000) $(561,257)

Net loss

  -   -   -   -   -   (271,323)  -   (271,323)
                                 
                                 

Balance,December 31, 2016

  2,500,000  $1,750   89,789,407,996  $62,852,585  $11,433,491  $(26,120,406) $(49,000,000) $(832,580)

See Accompanying Notes toConsolidatedFinancial Statements andReport of Independent Registered Public Accounting Firm.

 

F-5

 

WORLD HEALTH ENERGY HOLDINGS, INC.

CONSOLIDATED STATEMENTSSTATEMENTS OF CASH FLOWS

 

 

For theYear Ended

 
 For the Year Ended  

December 31,

  

December 31,

 
 December 31, 2013 December 31, 2012  

2016

  

2015

 
Cash flows from operating activities:                
                
Net loss $(51,817) $(134,905) $(271,323) $(106,879)
                
Changes in:                

Deposits

  (3,000)  - 

Software

  113,774   - 
Accounts payable and accrued liabilities  6,487   31,265   21,110   (13,218)
                
Net cash from operating activities  (45,330)  (103,640)  (119,439)  (120,097)
                

Cash flows frominvesting activities:

        

Deposit on purchase of AMID

  (20,000)  - 
        

Net cash from investing activities

  (20,000)  - 
        
Cash flows from financing activities:                
                
Advances from due to affiliates  45,330   103,428 

Advances from affiliates

  135,385   82,440 

Cash acquired in business acquisition

  -   41,711 
        

Net cash from financing activities

  135,385   124,151 
        
                
Change in cash  -   (212)  (4,054)  4,054 
                
Cash, beginning of year  -   212   4,054   - 
                
Cash, end of year $-  $-  $-  $4,054 

 

See Accompanying Notes toConsolidatedFinancial Statements andReport of Independent Registered Public Accounting Firm.

 

F-6

 

WORLD HEALTH ENERGY HOLDINGS, INC.

NOTES TOCONSOLIDATEDFINANCIAL STATEMENTS

 

(1) Nature of Business

 

The consolidated financial statementsConsolidated Financial Statements include the accounts of World Health Energy Holdings, Inc. (“WHEH”) and its wholly owned subsidiary,subsidiaries, World Health Energy, Inc. (“WHE”). and FSC Solutions, Inc. (“FSC”), an online software solutions trading company.

 

The Company’sWHE’s corporate offices are located in New York City, New York.Aventura, Florida. World Health Energy’s primary focus is 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. Though 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. The Company continues to pursue all available options for raising the necessary capital in addition to exploring alternative revenue sources.

FSC’s Financial Broker Service Companies will be www.onlinetrade.trade & www.stocks-4you.com. They will be competing with E Trade, www.etrade.com, (market cap $7.01 Billion) and Ameritrade, www.tdamerirade.com, (market cap $19.6 Billion).

The online software trading Company, www.fsc.trade, is looking to compete in the financial software market and expects to generate revenues in the second half of 2017. The Company will provide cutting edge complete software solutions for financial institutions, banks and traders.

 

(2) Basis of Presentation and Consolidation

 

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) on the accrual basis of accounting. All significant intercompany accounts and transactions have been eliminated in consolidation. The interim financial statements reflect all adjustments, which are, in the opinion of management, necessary in order to make the financial statements not misleading.

 

(3) Significant Accounting Policies

 

a) Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of AmericaGAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.

 

b) Loss per share

 

The Company has adopted Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”)260-10-50,Earnings Per Share, which provides for calculation of “basic”"basic" and “diluted”"diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Basic and diluted losses per share were the same at the reporting dates as there were no common stock equivalents outstanding at December 31, 20132016 or 2012.2015.

 

c) Cash and Cash Equivalents

 

The Company considers all highly-liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of December 31, 20132016 or 2012.2015.


 

d) OfficeProperty and Equipment and Depreciation

 

OfficeProperty and equipment is stated at cost and was depreciated using the straight line method over the estimated useful lives of the respective assets of three years. Routine maintenance, repairs and replacement costs are expensed as incurred and improvements that extend the useful life of the assets are capitalized. When office equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is recognized in operations. As of December 31, 20132016 and 2012, all officeDecember 31, 2015, property and equipment was fully depreciated.

e) Impairmentvalued at $118,127 and had depreciation of Long-Lived Assets$118,127.

 

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. 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 exceeded the fair value of the assets.

f)e) Revenue Recognition

 

The Company recognizes revenue on arrangements in accordance with Securities and Exchange Commission Staff Accounting Bulletin Topic 13, Revenue Recognition and FASB ASC 605-15-25,Revenue Recognition. In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability is reasonably assured. The Company did not report any revenues during the years ended December 31, 20132016 or 2012.2015.

 

g)f) Income Taxes

 

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

 

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

 

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

 

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

 

h) Reclassificationsg) Recently Issued Accounting Pronouncements

 

Certain comparative balances forThe Company reviewed all recent accounting pronouncements issued by the year ended December 31, 2012FASB (including its Emerging Issues Task Force), the AICPA and the SEC and they did not or are not believed by management to have been reclassified to make them consistent with the current year presentation. The reclassifications had no effecta material impact on the stockholders’ deficit for 2012.Company’s present or future financial statements.

 

i)h) Subsequent Events

 

In accordance with FASB ASC 855,Subsequent Events, the Company evaluated subsequent events through MayJune 27, 2014,2017, the date the consolidated financial statements were available for issue.

 

F-8

 

(4) Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company’s financial position and operating results raise substantial doubt about the Company’s ability to continue as a going concern, as reflected by the net losses of $25,700,938$26,120,406 accumulated through December 31, 2013.2016. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management is presently seeking to raise permanent equity capital in the capital markets to eliminate negative working capital and provide working capital. Failure to raise equity capital or secure some other form of long-term debt arrangement will cause the Company to further increase its negative working capital deficit and could result in the Company having to curtail or cease operations. Additionally, even if the Company does raise sufficient capital to support its operating expenses and generate revenues, there can be no assurances that the revenue will be sufficient to enable it to develop business to a level where it will generate profits and cash flows from operations.

 

(5) Stockholders’ Deficit

In 2010, the Company entered into an agreement to acquire 100% of the issued and outstanding common stock of GNE-India from GNE-Cyprus, a company partially owned and operated by a stockholder of the Company. This agreement calls for the Company to issue approximately 18,001,000,000 shares of the Company’s common stock in exchange for $25,000 and some intangible assets for which the Company valued at $0 due to the relatively early development of the technology associated with the assets. In the fall of 2010, the Company issued 2,447,994,016 of these shares, with the remaining 15,553,005,984 shares to be issued once the Company increased its authorized from 4,500,000,000 to some amount above 21,000,000,000.

On December 27, 2011, the Company increased its number of authorized common shares to 110 billion, and on February 9, 2012, the Company distributed the remaining 15,553,005,984 as part of the purchase of GNE-India. GNE-India has been dissolved and is not a subsidiary of the Company.

(6)(5) Income Taxes

 

The items accounting for the difference between income taxes computed at the federal statutory rate and the provision for income taxes as of December 31, 20132016 and 20122015 are as follows:

 

Income tax at federal statutory rate

  (34.00)%

State tax, net of federal effect

  (3.96)%
   37.96%

Valuation allowance

  (37.96)%

Effective rate

  0.00%

 

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

 

As of December 31, 20132016 and 2012,2015, the Company’s only significant deferred income tax asset was a cumulative estimated net tax operating loss of approximately $26 million that is available to offset future taxable income, if any, in future periods, subject to expiration and other limitations imposed by the Internal Revenue Service.  Management has considered the Company’sCompany's operating losses incurred to date and believes that a full valuation allowance against the deferred tax assets is required as of December 31, 20132016 and 2012.2015.

(7)(6) Related Parties

 

As of December 31, 20132016 and 2012,2015, the Company had $0 and $1,623, respectively, included in Due to affiliates in the accompanying consolidated balance sheetsheets that is due to a stockholder. The amount is non-interest bearing and due upon demand.

 

As of December 31, 20132016 and 2012,2015, the Company had $59,157 and $55,564, respectively,included in Due to affiliates in the accompanying consolidated balance sheetsheets that is due to a stockholder for amounts paid to certain vendors for services rendered. The amounts areamount is non-interest bearing and due upon demand.

 

As of December 31, 20132016 and 2012,2015, the Company had $93,794$280,336 and $79,297,$177,133, respectively, included in Due to affiliates in the accompanying consolidated balance sheetsheets that is due to a stockholder and consultant of the Company for services rendered as a business advisor and for amounts paid to certain vendors for services rendered. The amounts are non-interest bearing and due upon demand.

 

As of December 31, 20132016 and 2012,2015, the Company had $58,000 and $52,000, respectively,$64,000 included in Due to affiliates in the accompanying consolidated balance sheetsheets that is due to a stockholder and consultant of the Company for services rendered in his former role as the Chief Executive Officer or the Company. The amount is non-interest bearing and due upon demand.


As of December 31, 2016 and 2015, the Company had $117,598 included in Due to affiliates in the accompanying consolidated balance sheets that is due to a stockholder for amounts paid to certain vendors for services rendered. The amount is non-interest bearing and due upon demand.

As of December 31, 2016 and 2015, the Company had $0 and $7,027, respectively, included in Due to affiliates in the accompanying consolidated balance sheets that is due to a stockholder and consultant of the Company for amounts paid to certain vendors for services rendered. The amounts are non-interest bearing and due upon demand.

 

As of December 31, 20132016 and 2012,2015, the Company had $117,598$48,491 and $96,358,$7,067, respectively, included in Due to affiliates in the accompanying consolidated balance sheetsheets that is due to a stockholder.stockholder and consultant of the Company for amounts paid to certain vendors for services rendered. The amount isamounts are non-interest bearing and due upon demand.

 

As of December 31, 2016 and 2015, the Company had $155,485 included in Due to affiliates in the accompanying consolidated balance sheets that is due to creditors of FSC, a business acquired by the Company during 2015 (see Note 9). The amounts are non-interest bearing and due upon demand.

(7)Convertible Note Payable

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

(8)Commitments & Contingencies

During the normal course of business, the Company may be exposed to litigation. In the event the Company were to become aware of potential litigation, it would evaluate the merits of the case in accordance with ASC 450-20-50,Contingencies. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. As of December 31, 2016, the Company is not aware of any contingent liabilities that should be reflected in the accompanying Condensed Consolidated Financial Statements.

(9)Business Acquisitions

On June 26, 2015, WHEH entered into a Stock Purchase Agreement (the “Agreement”) with FSC. FSC is the owner of a proprietary trading platform and accompanying software. The Agreement was effective as of July 1, 2015. Pursuant to the terms of the Agreement, WHEH acquired all of the capital stock of FSC. In consideration, WHEH issued 70 Billion common shares at closing with the possibility of the issuance of an additional 130 billion common shares upon FSC meeting certain milestones as outlined in the Agreement. WHEH intended to employ FSC’s software and trading platform to enter the on-line trading industry. The acquisition was valued at the book value of FSC at the date of acquisition. During 2016, the value of the software to WHEH was tested for impairment and it was decided that it should be fully impaired in the year.

The following table summarizes the assets acquired and liabilities assumed at the acquisition date:

Consideration Cash

 $- 

Common Stock in WHEH (70 billion shares at no value)

  - 

Contingent Common Stock in WHEH (up to 130 billion shares at no value)

  - 
     

Recognized amounts of identifiable financial assets acquired and liabilities assumed

    

Financial Assets including cash at bank

 $41,711 

Software

  113,774 

Liabilities including due to affiliates

  (155,485

)

TOTAL identifiable net liabilities

  - 

Acquisition-related costs (included in selling, general and administrative expenses in WHEH’s income statement for the period ending September 30, 2015

 $1,500 

F-10

 

Item 9A. Controls(10)Other Significant Events

On March 13, 2016, FSC entered into a Stock Purchase Agreement (the “Agreement”) with Natalie Stock, Ltd. for the purchase of all of the outstanding shares of Amid Financial Centre, Ltd. (“Amid”), a Mauritius Company that operates as a broker-dealer.

Pursuant to the terms of the Agreement, FSC was to acquire all of the capital stock of Natalie Stock, Ltd. In consideration, WHEH was to pay cash and Proceduresother consideration to Natalie Stock, Ltd. WHEH intended to integrate FSC’s software and trading platform and Amid’s broker-dealer operations.

The Agreement contained customary representations, warranties and covenants by Natalie Stock, Ltd. and FSC. The Closing of the Agreement was subject to customary closing conditions.

Eli Gal Levy, was a director of WHEH and FSC, and is the owner of Natalie Stock, Ltd.

During the first quarter of 2016, an initial deposit of $20,000 was made as part of the agreement. The likelihood of both the acquisition going ahead and repayment of the $20,000 deposit were deemed unlikely by December 31, 2016, and, as a result the $20,000 was written off as an expense in 2016.


 

Management’s Report on Internal Control Over Financial Reporting

 

(a) Evaluation of Disclosure Controls and ProceduresProcedures. Management of the Company, with the participation of the Chief Executive Officer and Chief Financial Officer,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 Chief Executive Officer Chief Financial Officer and the Company’s Board of Directors, to allow timely decisions regarding required disclosure. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2013.2016.

 

(b) Management’s Report on Internal Control over Financial ReportingReporting. 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 Chief Executive Officer and Chief Financial Officer, do 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.

 

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. Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2013.2016.


 

This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. The Company’s internal controls over financial reporting was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules if the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

 

(c) Changes in Internal Control Over Financial ReportingReporting. No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fourth quarter of 20102016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

ITEM 9B. OTHER INFORMATION

 

None.

PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

(a) Set forth below are the names, ages, positions with the Company and business experiences of the executive officers and directors of the Company.

 

Name

Age

Position(s) with Company

Uri Tadelis

49

CEO, Director

     
David

Chaim J Lieberman

49

56

President, CEO,

Director

Jason Lurie29CFO

 

Business Experience

Uri Tadelis brings to FSC over 25 years of diverse experience in finances, banking and Real estate investments. Founder of several companies, Uri has also innovated unique commercial software for FX trading, and provided liquidity for top financial institutions. Mr. Tadelis have been involved for the past 5 years in international transactions between major banks, hedge funds, institutional, leading major corporations to build their wealth with private, Municipal and government platforms.

David

Chaim Lieberman has served as Presidentover 20 years experience in the Banking Sector including with the Chase Manhattan team. He is also an innovator of green energy systems and Chief Executive Officer ofplant pharmaceuticals. Chaim holds several patents in alternative energy and pharmaceuticals, including the Company since July 1, 1996, and as a member of its Board of Directors since June 1996. Since 1991, hefirst whole plant IND from the FDA. He has worked in the offices of the Chief Rabbi of Bnai Brak, Israel. He also serves as a consultant for Osem Industries, Inc., an international food conglomerate located in Israel.

Jason Lurie has served as Chief Financial Officer of the Companywith Baxter and as a member of its Board of Directors since October 2012. He has a degree in economics from The University of Michigan. Mr. Lurie has held various financial roles at a number of companies ranging from the start-up level up to Fortune 100. He has experience in multiple industries including insurance, art, bio-tech, and telecommunications. He served as a sharp shooter in the Combat Engineers Corps of the Israel Defense Forces.other industry leaders.

 

Committees of the Board of Directors

We presently do not have an audit committee, compensation committee, nominating committee, an executive committee of our board of directors, stock plan committee or any other committees. However, our board of directors may establish various committees during the current fiscal year.

 

Compensation of Directors

Our directors receive no cash compensation.

 

Terms of Office

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.

 


Involvement in Certain Legal Proceedings

Except as indicated above, no event listed in Sub-paragraphs (1) through (4) of Subparagraph (d) of Item 401 of Regulation S-X, has occurred with respect to any of our present executive officers or directors or any nominee for director during the past five years which is material to an evaluation of the ability or integrity of such director or officer. Compliance with Section 16(a) of the Securities Exchange Act of 1934

 

For companies registered pursuant to section 12(g) of the Exchange Act, Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than ten percent of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than ten percent shareholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely on a review of the copies of reports furnished to us and written representations that no other reports were required, Section 16(a) filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were not complied with on a timely basis for the period which this report relates.

 

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.

Conflicts of Interest

None of our officers will devote more than a portion of his 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 the 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’sCompany'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.

 

ITEM 11. EXECUTIVE COMPENSATION

 

The following table shows all the cash compensation paid by the Company, as well as certain other compensation paid or accrued, during the fiscal years ended December 31, 20052015 through 20132016 to the Company’s President and highest paid executive officers. No restricted stock awards, long-term incentive plan payouts or other types of compensation, other than compensation identified in the chart below, were paid to these executive officers during these fiscal years

 


LONG TERM COMPENSATION

 

ANNUAL COMPENSATION AWARDS PAYOUTS

 

NAME AND YEAR SALARY BONUS OTHER RESTRICTED SECURITIESSECURITIEIS LTIP ALL

 

POSITION ANNUAL STOCK AWARDS UNDERLYING PAYOUTS

 

COMPENSATION OPTIONS/SARS

 

D Lieberman – Accrued compensation included in due to related partiesaffiliates

2013 $6,000 
2012 $24,000 
2011 $24,000 

2016

$0

 

 

2015

$0

 

 

 

Compensation of Directors

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

Bonuses and Deferred Compensation

We do not have any bonus, deferred compensation or retirement plan. Such plans may be adopted by us at such time as deemed reasonable by our board of directors. We do not have a compensation committee; all decisions regarding compensation are determined by our board of directors.

 

Stock Option and Stock Appreciation Rights.

We do not currently have a Stock Option or Stock Appreciation Rights Plan. No stock options or stock appreciation rights were awarded during the fiscal year ended December 31, 2013,2016, or the period ending on the date of this Report.

 

Termination of Employment and Change of Control Arrangement

There are no compensatory plans or arrangements, including payments to be received from us, with respect to any person named in cash compensation set out above which would in any way result in payments to any such person because of his resignation, retirement, or other termination of such person’sperson's employment with us or our subsidiaries, or any change in control of us, or a change in the person’sperson's responsibilities following a changing in control.

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth, as of December 31, 2013,2016, information with respect to the beneficial ownership of our common stock by (i) persons known by us to beneficially own more than five percent of the outstanding shares, (ii) each director, (iii) each executive officer and (iv) all directors and executive officers as a group.

 

 Common Stock     
 Beneficially Owned     
Name and Address Title of Class Number Percent (1)  

Common Stock

Beneficially

Owned

Title of Class

 

Number

  

Percent (1)

 
David Lieberman Common  255,000,000   1.28% 

Common

  255,000,000   1.28

%

CJ Lieberman Common  1,577,774,315   7.97% 

Common

  1,577,774,315   7.97

%

Total Common  1,832,774,315   9.26% 

Common

  1,832,774,315   9.26

%

 

(1) Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’sperson's actual ownership or voting power with respect to the number of shares of common stock actually outstanding on December 31, 2013.2016. As of December 31, 2013,2016, there were 19,789,407,99689,789,407,996 shares of our common stock issued and outstanding.


 

Securities Authorized for Issuance Under Equity Compensation Plans

 

The following table sets forth information as of December 31, 2013,2016, with respect to compensation plans (including individual compensation arrangements) under which our common stock is authorized for issuance, aggregated as follows:

 

(i)

all compensation plans previously approved by security holders; and

(ii)

(ii)

all compensation plans not previously approved by security holders:

 

None.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

Except as described below, none of the following persons has any direct or indirect material interest in any transaction to which we are a party during the past two years, or in any proposed transaction to which the Company is proposed to be a party:

 

(A)

(A) any director or officer;

 

(B)

(B) any proposed nominee for election as a director;

 

(C)

(C) any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our common stock; or

 

(D)

(D) any relative or spouse of any of the foregoing persons, or any relative of such spouse, who has the same house as such person or who is a director or officer of any parent or subsidiary.

 

ITEM 14. PRINCIPAL14.PRINCIPAL ACCOUNTING FEES AND SERVICES.

 

  Audit Fees  Audit-Related Fees  Tax Fees  All Other Fees 
2013 $12,000   None   None   None 
2012 $10,500   None   None   None 
2011 $17,000   None   None   None 

 

 

Audit Fees

 

Audit-Related Fees

 

Tax Fees

 

All Other Fees

2016

 

$

15,500

 

None

 

None

 

None

2015

 

$

16,000

 

None

 

None

 

None

 

We have no formal audit committee. However, our entire Board of Directors (the “Board”"Board") is our defactode facto audit committee. In discharging its oversight responsibility as to the audit process, the Board obtained from the independent auditors a formal written statement describing all relationships between the auditors and us that might bear on the auditors’auditors' independence as required by Independence Standards Board Standard No. 1, “Independence"Independence Discussions with Audit Committees." The Board discussed with the auditors any relationships that may impact their objectivity and independence, including fees for non-audit services, and satisfied itself as to the auditors’auditors' independence. The Board also discussed with management, the internal auditors and the independent auditors the quality and adequacy of its internal controls. The Board reviewed with the independent auditors their management letter on internal controls.


 

The Board discussed and reviewed with the independent auditors all matters required to be discussed by auditing standards generally accepted in the United States of America, including those described in Statement on Auditing Standards No. 61, as amended, “Communication"Communication with Audit Committees”Committees". The Board reviewed the audited consolidated financial statements of the Company as of and for the year ended December 31, 20132016 with management and the independent auditors.

 

Management has the responsibility for the preparation of the Company’sCompany's consolidated financial statements and the independent auditors have the responsibility for the examination of those statements. Based on the above-mentioned review and discussions with the independent auditors and management, the Board of Directors approved the Company’sCompany's audited consolidated financial statements and recommended that they be included in its Annual Report on Form 10-K for the year ended December 31, 2013,2016, for filing with the Securities and Exchange Commission

PART IV

 

ITEM 15. EXHIBITS AND REPORTS ON FORM 8-K.

 

(a) The exhibits required to be filed herewith by Item 601 of Regulation S-K, as described in the following index of exhibits, are incorporated herein by reference, as follows:

 

Exhibit No.

Description

31.1

Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

31.2

Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

32.1

Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

32.2

Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema Document †
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document †
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document †

 


* Filed herewith.

† Furnished herewith.herewith

 

(b) Reports on Form 8-K

 

None


SIGNATURES

 

In accordance with the Exchange Act, this report has been signed below by the following persons on our behalf and in the capacities and on the dates indicated.

 

World Health Energy Holdings, Inc.

(Registrant)

Date: June 2, 201426, 2017

By:

/s/ David LiebermanUri Tadelis

David Lieberman,

Uri Tadelis,

President,

CEO, Director

14