UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
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☑ |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2016
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☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 000-29462
WORLD HEALTH ENERGY HOLDINGS, INC.
(Name of small business issuer in its charter)
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Delaware |
59-2762023 |
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
3000 Island Blvrd #402 Aventura
FL
(Address of principal executive offices)
33160
(Zip Code)
Issuers telephone number :(212) 884-8395
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 ☑
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 ☑
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 ☑ 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'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. ☑
Indicate by check mark whether the registrant is 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.
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Large accelerated filer |
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Accelerated filer |
☐ |
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Non-accelerated filer |
☐ |
Smaller reporting company |
☑ |
| 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 ☑
The aggregate market value of the voting common equity held by non-affiliates of the registrant, as of June 30, 2016, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately 1,204,098 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 June 27, 2017, the Registrant had 89,789,407,996 outstanding shares of its common stock, $0.0007 par value.
Transitional Small Business Disclosure Format (check one): Yes ☐ No ☑
DOCUMENTS INCORPORATED BY REFERENCE
None
PART I
The following discussion should be read in conjunction with World Health Energy Holdings, Inc.’s, ("we" "us" "our" the "Company" or "WHEH") audited consolidated financial statements and notes thereto 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-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-looking statements are 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", "anticipate", "intend", "could", "estimate", or "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
Business of World Health Energy
World Health Energy Holdings, Inc. (WHEH) is a Financial Software, Banking, Securities and a Health and Energy Holding Company. Its companies include www.fsc.trade, www.onlinetrade.trade, www.stocks-4you.com, www.gne.bz.
FSC Solutions, Inc. (FSC) is an online software solutions trading company. The 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 a $2 billion per annum financial software market. The Company will provide cutting edge complete software solutions for financial institutions, banks and traders.
In order for WHEH to succeed it will require additional funding.
Our Products
The Company’s subsidiary company FSC has financial trading software.
Employees
As of December 31, 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, 2016, all of our employees were on temporary leave without pay and/or an obligation for pay.
Available Information
Information regarding the Company'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 SEC. Any document that the Company files with the SEC may also be read and copied at the SEC'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.
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 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, 2016, we had a working capital deficiency of $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 WHEH. As WHEH is a developmental stage company, there can be no assurance that WHEH 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 WHEH will be able to implement its business plan.
In addition, WHEH faces intense competition from larger, better-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' 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 corporate 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'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 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 WHEH common stock from the Continuous Net Settlement System. This “chill” on the common stock may hamper trading liquidity in WHEH.
ITEM 2. DESCRIPTION OF PROPERTY
During 2016, between January and August, we rented office space in Tel Aviv, Israel from a related party, 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 at 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 stockholders, through the solicitation of proxies or otherwise during the fiscal year ended December 31, 2016.
PART II
ITEM 5.MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
(a) Market Information
Our common stock, par value $0.0007 per share (the "Common Stock") was trading on the OTC QB market under the symbol "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, 2016. These Quotations represent prices between dealers, may not include retail markups, markdowns, or commissions and may not necessarily represent actual transactions.
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Year 2016 |
High |
Low |
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First Quarter |
$ | 0.0005 | $ | 0.0001 | ||||
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Second Quarter |
$ | 0.0003 | $ | 0.0001 | ||||
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Third Quarter |
$ | 0.0003 | $ | 0.0001 | ||||
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Fourth Quarter |
$ | 0.0002 | $ | 0.0001 | ||||
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Year 2015 |
High |
Low |
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First Quarter |
$ | 0.0005 | $ | 0.0001 | ||||
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Second Quarter |
$ | 0.0003 | $ | 0.0001 | ||||
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Third Quarter |
$ | 0.0003 | $ | 0.0001 | ||||
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Fourth Quarter |
$ | 0.0002 | $ | 0.0001 | ||||
Transfer Agent
Our transfer agent is Continental Stock Transfer & Trust Company, 17 Battery Place, New York, NY 10004.Their telephone number is (212) 509-4000.
(b) Holders
As of December 31, 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.
ITEM 7.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 "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 OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015
Revenues
Revenues for the years ended December 31, 2016 and 2015 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, 2016 were $137,562 compared to $106,885 for the year ended December 31, 2015. The reason for the increase is due to there being an increase in the activities of the Company and, therefore, more need for travel, consultancy and other professional fees. The Company also had higher renting costs for their office space in Israel during the year and paid significantly more in consultancy fees during the year.
We recorded a net operating loss for 2016 of $271,323, compared to $106,879 for 2015.
Net Income/Loss and Net Income/Loss Per Share
Our net loss and net loss per share was $271,323 and $0.00 for the year ended December 31, 2016, compared to $106,879 and $0.00 per share for the year ended December 31, 2015.
Financial Condition, Liquidity and Capital Resources
At December 31, 2016, and 2015, we had current assets of $3,000 and $4,054, respectively, and total assets of $3,000 and $117,828 respectively. The decrease in total assets is due to the impairment of the software cost capitalized in 2015. We had current liabilities of $835,580 as compared to $679,085 as of December 31, 2016 and 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, 2016, we had a working capital deficiency of $832,580 as compared with a working capital deficiency of $675,031 at December 31, 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 a stockholders’ deficit and a working capital deficiency of $832,580 at December 31, 2016 and net loss from operations of $271,323 and $106,879, respectively, for the years ended December 31, 2016 and 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 operations. Actual results may differ significantly from those estimates.
Net loss per share The Company has adopted FASB ASC260-10-50, Earnings Per Share, which provides for the calculation of "basic" and "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, 2016 or 2015.
Fair value of financial instruments The carrying values of accrued liabilities approximate their fair values due to the short maturity of these instruments.
Off-Balance Sheet Arrangements We have not entered into any off-balance sheet arrangements during 2016 and do not anticipate entering into any off-balance sheet arrangements during the next 12 months.
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS
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, 2016 and 2015 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
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Report of Independent Registered Public Accounting Firm |
F-2 |
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Consolidated Balance Sheets |
F-3 |
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Consolidated Statements of Operations |
F-4 |
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Consolidated Statements of Stockholders’ Deficit |
F-5 |
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Consolidated Statements of Cash Flows |
F-6 |
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Notes to Consolidated Financial Statements |
F-7 |
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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, 2016 and 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 audits 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 audits 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, 2016 and 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 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
June 27, 2017
Tampa, Florida
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4806 West Gandy Boulevard ● Tampa, Florida 33611 ● 813. 440.6380 |
WORLD HEALTH ENERGY HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
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December 31, |
December 31, |
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2016 |
2015 |
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ASSETS |
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CURRENT ASSETS |
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Cash |
$ | - | $ | 4,054 | ||||
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Deposits |
3,000 | - | ||||||
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TOTAL CURRENT ASSETS |
3,000 | 4,054 | ||||||
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PROPERTY AND EQUIPMENT |
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Furniture, fixtures and equipment |
4,353 | 4,353 | ||||||
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Software |
- | 113,774 | ||||||
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Less: Accumulated depreciation |
(4,353 | ) | (4,353 | ) | ||||
| - | 113,774 | |||||||
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TOTAL ASSETS |
$ | 3,000 | $ | 117,828 | ||||
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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CURRENT LIABILITIES |
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Accounts payable and accrued liabilities |
$ | 89,039 | $ | 68,521 | ||||
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Due to affiliates |
725,067 | 589,090 | ||||||
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Related party convertible note payable |
21,474 | 21,474 | ||||||
| 835,580 | 679,085 | |||||||
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TOTAL LIABILITIES |
835,580 | 679,085 | ||||||
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Commitments and Contingencies (see Note 8) |
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STOCKHOLDERS’ DEFICIT |
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Preferred stock, $0.0007 par value, authorized 10,000,000 shares; 2,500,000 issued and outstanding |
1,750 | 1,750 | ||||||
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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 | ||||||
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Discount on common stock |
(49,000,000 | ) | (49,000,000 | ) | ||||
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Additional paid in capital |
11,433,491 | 11,433,491 | ||||||
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Accumulated deficit |
(26,120,406 | ) | (25,849,083 | ) | ||||
| (832,580 | ) | (561,257 | ) | |||||
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TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
$ | 3,000 | $ | 117,828 | ||||
See Accompanying Notes to Consolidated Financial Statements and Report of Independent Registered Public Accounting Firm.
WORLD HEALTH ENERGY HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
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For the Year Ended |
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December 31, 2016 |
December 31, 2015 |
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REVENUE |
$ | - | $ | - | ||||
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COST OF SALES |
- | - | ||||||
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GROSS MARGIN |
- | - | ||||||
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OPERATING EXPENSES |
||||||||
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General and administrative |
92,974 | 67,470 | ||||||
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Professional fees |
44,588 | 39,415 | ||||||
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Total expenses |
137,562 | 106,885 | ||||||
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NET OPERATING LOSS |
$ | (137,562 | ) | $ | (106,885 | ) | ||
| OTHER EXPENSES | ||||||||
| Loss on impairment | 113,774 | - | ||||||
| Write off on investment deposit | 20,000 | - | ||||||
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OTHER INCOME |
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Interest Earned |
13 | 6 | ||||||
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NET LOSS |
$ | (271,323 | ) | $ | (106,879 | ) | ||
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LOSS PER WEIGHTED AVERAGE COMMON SHARES |
$ | 0.00 | $ | 0.00 | ||||
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NUMBER OF WEIGHTED AVERAGE COMMON SHARES OUTSTANDING |
89,789,407,996 | 56,035,983,338 | ||||||
See Accompanying Notes to Consolidated Financial Statements and Report of Independent Registered Public Accounting Firm.
WORLD HEALTH ENERGY HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
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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 |
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|
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 to Consolidated Financial Statements and Report of Independent Registered Public Accounting Firm.
WORLD HEALTH ENERGY HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
For the Year Ended |
||||||||
|
December 31, |
December 31, |
|||||||
|
2016 |
2015 |
|||||||
|
Cash flows from operating activities: |
||||||||
|
Net loss |
$ | (271,323 | ) | $ | (106,879 | ) | ||
|
Changes in: |
||||||||
|
Deposits |
(3,000 | ) | - | |||||
|
Software |
113,774 | - | ||||||
|
Accounts payable and accrued liabilities |
21,110 | (13,218 | ) | |||||
|
Net cash from operating activities |
(119,439 | ) | (120,097 | ) | ||||
|
Cash flows from investing activities: |
||||||||
|
Deposit on purchase of AMID |
(20,000 | ) | - | |||||
|
Net cash from investing activities |
(20,000 | ) | - | |||||
|
Cash flows from financing activities: |
||||||||
|
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 |
(4,054 | ) | 4,054 | |||||
|
Cash, beginning of year |
4,054 | - | ||||||
|
Cash, end of year |
$ | - | $ | 4,054 | ||||
See Accompanying Notes to Consolidated Financial Statements and Report of Independent Registered Public Accounting Firm.
WORLD HEALTH ENERGY HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Nature of Business
The Consolidated Financial Statements include the accounts of World Health Energy Holdings, Inc. (“WHEH”) and its wholly owned subsidiaries, World Health Energy, Inc. (“WHE”) and FSC Solutions, Inc. (“FSC”), an online software solutions trading company.
WHE’s corporate offices are located in 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 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 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" and "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, 2016 or 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, 2016 or 2015.
d) Property and Equipment
Property 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, 2016 and December 31, 2015, property and equipment was valued at $118,127 and had depreciation of $118,127.
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, 2016 or 2015.
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 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 Company’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.
g) Recently Issued Accounting Pronouncements
The Company reviewed all recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA and the SEC and they did not or are not believed by management to have a material impact on the Company’s present or future financial statements.
h) Subsequent Events
In accordance with FASB ASC 855, Subsequent Events, the Company evaluated subsequent events through June 27, 2017, the date the consolidated financial statements were available for issue.
(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 $26,120,406 accumulated through December 31, 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) 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, 2016 and 2015 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, 2016 and 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's operating losses incurred to date and believes that a full valuation allowance against the deferred tax assets is required as of December 31, 2016 and 2015.
(6) Related Parties
As of December 31, 2016 and 2015, the Company had $0 and $1,623, respectively, included in Due to affiliates in the accompanying consolidated balance sheets that is due to a stockholder.
As of December 31, 2016 and 2015, the Company had $59,157 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 $280,336 and $177,133, respectively, included in Due to affiliates in the accompanying consolidated balance sheets 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, 2016 and 2015, the Company had $64,000 included in Due to affiliates in the accompanying consolidated balance sheets 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, 2016 and 2015, the Company had $48,491 and $7,067, 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, 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 |
(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 other 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 Procedures. Management of the Company, with the participation of the 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 Chief Executive Officer and the Company’s Board of Directors, to allow timely decisions regarding required disclosure. Based upon that evaluation, the Chief Executive Officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2016.
(b) Management’s Report on Internal Control over Financial Reporting. 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, 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 Reporting. 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 2016 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 |
|
Chaim J Lieberman |
|
56 |
|
Director |
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.
Chaim Lieberman has over 20 years experience in the Banking Sector including with the Chase Manhattan team. He is also an innovator of green energy systems and plant pharmaceuticals. Chaim holds several patents in alternative energy and pharmaceuticals, including the first whole plant IND from the FDA. He has worked with Baxter and 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 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.
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, 2015 through 2016 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 SECURITIEIS LTIP ALL
POSITION ANNUAL STOCK AWARDS UNDERLYING PAYOUTS
COMPENSATION OPTIONS/SARS
D Lieberman – Accrued compensation included in due to affiliates
|
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, 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's employment with us or our subsidiaries, or any change in control of us, or a change in the person'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, 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.
|
Name and Address |
Common Stock Beneficially Owned Title of Class |
Number |
Percent (1) |
|||||||
|
David Lieberman |
Common |
255,000,000 | 1.28 |
% | ||||||
|
CJ Lieberman |
Common |
1,577,774,315 | 7.97 |
% | ||||||
|
Total |
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's actual ownership or voting power with respect to the number of shares of common stock actually outstanding on December 31, 2016. As of December 31, 2016, there were 89,789,407,996 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, 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) |
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) |
any director or officer; |
|
(B) |
any proposed nominee for election as a director; |
|
(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) |
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.PRINCIPAL ACCOUNTING FEES AND SERVICES.
|
|
|
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") is our de 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' independence as required by Independence Standards Board Standard No. 1, "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' 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 with Audit Committees". The Board reviewed the audited consolidated financial statements of the Company as of and for the year ended December 31, 2016 with management and the independent auditors.
Management has the responsibility for the preparation of the Company'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'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, 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.* |
* Filed 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.
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World Health Energy Holdings, Inc. |
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(Registrant) |
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Date: June 26, 2017 |
By: |
/s/ Uri Tadelis |
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Uri Tadelis, |
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CEO, Director |
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