Item
1. Business.
The
following discussion should be read in conjunction with World Health Energy Holdings, Inc.’s, (“we” “us”
“our” the “Company” or “WHEH” or “WHEN”) audited consolidated financial statements
and notes thereto included herein. We were incorporated on May 21, 1986 in the state of Delaware. WHEH is a diversified energy,
health, and security technology company with corporate offices that are located in Boca Raton, Florida and Ramat Gan, Israel.
WHEH
is a holding company which owns an algae-tech business and various software technology businesses. The company does not have revenues
yet but is planning on launching its products in the near future. The Company is actively looking and needs to raise capital for
its going concerns until it produces revenues. WHEH’s eventual plan is to spin-off its businesses into subsidiary public
companies. However, there can be no assurance that the foregoing can occur as planned, or at all.
During
the year ended December 31, 2014 up until our July 1, 2015 acquisition of FSC Solutions, Inc. (“FSC”) the Company’s
primary focus was the production of algae using their proprietary GB3000 growth system. The system quickly and efficiently grows
algae for the production of biofuels and food protein. We also sought to produce and market high-quality, low-cost B100 biodiesel.
Though, we believe that the Company has been successful in demonstrating the effectiveness of the GB3000 system on a small-scale
the Company has not yet been able to raise the necessary capital to implement their technologies on a commercial scale. The Company
continues to pursue all available options for raising the necessary capital in addition to exploring alternative revenue sources
including joint ventures and mergers with existing Green Energy organizations.
FSC
Solutions, Inc.
On June 26, 2015, we entered into a Stock Purchase Agreement (the “Agreement”) with FSC and
its shareholders which included Uri Tadelis, our former Chief Executive Officer and Director and our former Directors Chaim J.
Lieberman and Gal Levy. The Agreement was effective as of July 1, 2015 which served as the closing date for the acquisition. Pursuant
to the terms of the Agreement, we acquired all of the capital stock of FSC in exchange for the issuance of 70 billion shares of
our unregistered common stock with the possibility of the issuance of an additional 130 Billion common shares upon FSC meeting
certain milestones as outlined in the Agreement. Upon completion of the acquisition of FSC, we intended to employ FSC’s
software and trading platform to enter the on-line trading industry. Subsequent to the completion of the acquisition, we determined
that FSC did not have control over the trading platform and software we expected to acquire and operate. Consequently, we never
commenced operations of this business and we are in discussions with the non-management sellers of FSC to resolve this issue that
arose after closing and are evaluating our alternatives.
Amid
Financial Centre, Ltd
. On March 13, 2016, FSC entered into a Stock Purchase Agreement (the “Amid Purchase 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. During the first quarter of 2016, an initial deposit of $20,000 was made
as part of the Amid Purchase Agreement. Prior to December 31, 2016, we elected to terminate the Amid Purchase Agreement, and,
as a result the $20,000 deposit was written off as an expense in 2016.
UCG,
Inc.
On October 23, 2017, the Company entered into definitive agreements (collectively the “Agreements”) to
buy 70% of UCG INC, with each of Gaya Anastasia Rozensweig, one of the Company’s current directors and Giora Rozensweig,
the Company’s current Interim Chief Executive Officer, as JTWRS (jointly “Gaya”), Uri Tadelis, the Company’s
former Chief Executive Officer and a former director (“Uri”) and Chaim Lieberman, a former Company shareholder and
former director (“Chaim” collectively, the “Shareholders” and each a Shareholder), pursuant to which the
Company agreed to issue to the Shareholders an aggregate of six billion shares (the “Initial Share Issuance”) of the
Company’s common stock, 0.0007 per share (the “Common Stock”), to be allocated equally among the Shareholders,
in exchange for holdings of outstanding shares of UCG Inc., a newly formed Florida corporation (“UCG”), the outstanding
shares of which are held by the Shareholders (in equal measure), representing in the aggregate 70% of the outstanding capital
of UCG. UCG is engaged in Software development and following the transaction, it was planned that UCG was to become a majority
owned subsidiary of the Company. Prior to the Agreements being closed or implemented, Chaim Lieberman, a former Shareholder and
Director, passed away and Uri Tadelis, the Company’s former Chief Executive Officer, resigned from all positions with the
Company. Subsequently, all outstanding shares of UCG reverted back to Gaya. As of this date, the Agreements have not closed but
continue to be reviewed and revised. The anticipated closing date is expected prior to year-end 2019. However, there can be no
assurance that the foregoing can occur as planned or at all.
Our
Current Business
The
Company is currently in the process of seeking to develop CYBER system software with a unique view and a special team of highly
experienced people in the gray white and black areas of the data highway. These systems are planned to be marketed to Businesses
and Government agencies, both municipal and state in Israel, Europe, Asia, North and South America.
The
company currently has the following software applications:
HURRYAP
The
first software app product: HURRYAP - App builder.
http://www.hurryap.com/
(Information contained on, or accessible through,
this website, or any website stated in this report, is not a part of, and is not incorporated by reference into, this report).
HURRYAPP was announced by the Company On July 28, 2017, and is currently online for, what we believe to be, an easy to use application
builder which includes a hosting feature for our other products.
MYWHEN
MYWHEN
– Web Builder is an application where one can create your own personal website. Our Web Builder includes an array of templates
and suite of unique non restricted building options and hosting. http://www.mywhen.com/(Information contained on, or accessible
through, this website, or any website stated in this report, is not a part of, and is not incorporated by reference into, this
report).
Both
of these products include “Do it yourself” user friendly programs. We also have KidsDefend, a product where parents
or guardians can monitor their children by allowing to Track GPS Location, Monitor Conversations, Track SMS, Call Logs, Record
Live Calls, and much more.
https://www.kidsdefend.com/
(Information contained on, or accessible through, this website,
or any website stated in this report, is not a part of, and is not incorporated by reference into, this report).
WHEN
GREEN ENERGY
The
Company also has a green energy division. WHEN GREEN ENERGY is an algae-tech company that seeks to utilize unique commercial systems
to grow algae for “Green” fuel, human consumption, animal feed and pharmaceuticals. We are currently looking for partners
and/or Joint venture relationships to proceed with business development.
Competition
Our
customer markets are highly competitive and subject to rapid change and declining average selling prices. The competitive landscape
is fragmented with a large number of companies providing various types of products and services in different markets and geographic
areas. We plan to provide integrated solutions that compete based on total workflow value, features, quality, service, and flexibility
of pricing and deployment options.
Employees
At
December 31, 2018, we had no full-time or part-time employees.
Available
Information
The
public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE,
Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC. The address of that site is
www.sec.gov
. The Company’s websites
are located at
http://www.worldhealthenergy.com/
and
http://www.whengreenenergy.com/
. Information contained on,
or accessible through, these websites, or any website stated in this report, is not a part of, and is not incorporated by reference
into, this report.
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 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, is a development stage enterprise and will require substantial capital if it is to
be successful. We will require additional funds for our operations.
At
December 31, 2018, we had a working capital deficiency of $360,564. 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 July 26, 2019 with such rights and
preferences as may be determined from time to time by our board of directors. Preferred stock shareholders are entitled to 150
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
Our
Common Stock Currently Trades on the Pink Tier of OTC Markets and is Labeled as “No Information” and as “Delinquent
SEC Reporting.”
Our
Common Stock Currently Trades on the Pink Tier of OTC Market Group, LLC’s Marketplace under the symbol “WHEN”
and is labeled as “No Information” and as “Delinquent SEC Reporting” at this time. The OTC Market is a
network of security dealers who buy and sell stock. The dealers are connected by a computer network that provides information
on current “bids” and “asks,” as well as volume information. The trading of securities on the OTC Pink
is often sporadic and investors may have difficulty buying and selling our shares or obtaining market quotations for them, which
may have a negative effect on the market price of our common stock.
Our
Common Stock was subject to a “chill” status in October of 2011.
On
October 28, 2011, the National Securities Clearing Corporation exited positions in WHEN common stock from the Continuous Net Settlement
System. This prior “chill” on the common stock may hamper trading liquidity in WHEN. The “chill” was subsequently
removed and as of July 2015, the Company confirmed that there were no chills on its common stock at such time.
The
sale of the additional shares of Common Stock could cause the value of our Common Stock to decline.
The
sale of a substantial number of shares of our Common Stock, or anticipation of such sales, could make it more difficult for us
to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish. Further, if we
do sell or issue more Common Stock, any investors’ investment in the Company will be diluted. Dilution is the difference
between what you pay for your stock and the net tangible book value per share immediately after the additional shares are sold
by us. If dilution occurs, any investment in the Company’s Common Stock could seriously decline in value.
Our
Common Stock constitutes restricted securities and is subject to limited transferability.
All
of our Common Stock shares, should be considered a long-term, illiquid investment. Common Stock has not been registered under
the Securities Act, and cannot be sold without registration under the Securities Act or any exemption from registration. In addition,
our Common Stock, is not registered under any state securities laws that would permit their transfer. Because of these restrictions
and the absence of an active trading market for our securities, a stockholder will likely be unable to liquidate an investment
even though other personal financial circumstances would dictate such liquidation.
Our
Common Stock price may decrease due to factors beyond our control.
The
stock market from time to time has experienced extreme price and volume fluctuations, which have particularly affected the market
prices for emerging growth companies and which often have been unrelated to the operating performance of the companies. These
broad market fluctuations may adversely affect the market price of our stock, if a trading market for our stock ever develops.
If our shareholders sell substantial amounts of their stock in the public market, the price of our stock could fall. These sales
also might make it more difficult for us to sell equity, or equity-related securities, in the future at a price we deem appropriate.
The
market price of our stock may also fluctuate significantly in response to the following factors, most of which are beyond our
control:
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variations in our
quarterly operating results,
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changes in general
economic conditions,
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changes in market
valuations of similar companies,
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announcements by
us or our competitors of significant acquisitions, strategic partnerships or joint ventures, or capital commitments,
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poor reviews;
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loss of a major
customer, partner or joint venture participant; and
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the addition or
loss of key managerial and collaborative personnel.
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Any
such fluctuations may adversely affect the market price or value of our Common Stock, regardless of our actual operating performance.
As a result, stockholders may be unable to sell their shares, or may be forced to sell them at a loss.
Our
Common Stock is subject to the application of the “penny stock” rules which could adversely affect the market price
of our common stock and increase transaction costs to sell those shares.
The
SEC has adopted rule 3a51-1 which establishes the definition of a “penny stock,” for the purposes relevant to us,
as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share,
subject to certain exceptions. For any transaction involving a penny stock, unless exempt, Rule 15g-9 requires:
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that a broker or
dealer approve a person’s account for transactions in penny stocks, and
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the broker or dealer
receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock
to be purchased.
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In order to approve
a person’s account for transactions in penny stocks, the broker or dealer must:
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obtain financial
information and investment experience objectives of the person, and
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make a reasonable
determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.
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The
broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating
to the penny stock market, which, in highlight form:
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sets forth the basis on which the broker or
dealer made the suitability determination and
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that the broker or dealer received a signed,
written agreement from the investor prior to the transaction.
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Generally,
brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make
it more difficult for investors to dispose of our Common Stock and cause a decline in the market value of our stock.
The
market price for our Common Stocks is particularly volatile which could lead to wide fluctuations in our share price. You may
be unable to sell your Common Stock shares at or above your purchase price, or at all, which may result in substantial losses
to you.
The
market for our Common Stock is characterized by significant price volatility when compared to seasoned issuers, and we expect
that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. As a consequence of this
enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative
news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would
be the case with the stock of a seasoned issuer. Many of these factors are beyond our control and may decrease the market price
of our common shares, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing
market price for our common stock shares will be at any time, or if our common stock shares will ever be able to trade, or as
to what effect the sale of shares or the availability of common stock shares for sale at any time will have on the prevailing
market price.
Because
we will likely issue additional shares of our Common Stock, investment in the Company could be subject to substantial dilution.
Investors’
interests in the Company will be diluted and investors may suffer dilution in their net book value per share when we issue additional
shares. We are authorized to issue 110,000,000,000 shares of Common Stock. We anticipate that all or at least some of our future
funding, if any, will be in the form of equity financing from the sale of our Common Stock. If we do sell or issue more Common
Stock, any investors’ investment in the Company will be diluted. Dilution is the difference between what you pay for your
stock and the net tangible book value per share immediately after the additional shares are sold by us. If dilution occurs, any
investment in the Company’s Common Stock could seriously decline in value.
FINRA
sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.
In
addition to the “penny stock” rules described above, FINRA has adopted Rule 2111 that requires a broker-dealer to
have reasonable grounds for believing that an investment is suitable for a customer before recommending the investment. Prior
to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts
to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under
interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not
be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their
customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market
for our shares.
We
do not intend to pay dividends for the foreseeable future.
We
have never declared or paid any cash dividends on our stock and do not intend to pay any cash dividends in the foreseeable future.
We anticipate that we will retain all of our future earnings for use in the development of our business and for general corporate
purposes. Any determination to pay dividends in the future will be at the discretion of our Board.
If
we are unable to comply with the financial reporting requirements mandated by the SEC’s regulations, investors may lose
confidence in our financial reporting and the price of our common stock, if a market ever does develop for it, could decline.
If
we fail to maintain effective internal controls over financial reporting, our ability to produce timely, accurate and reliable
periodic financial statements could be impaired. If we do not maintain adequate internal control over financial reporting, investors
could lose confidence in the accuracy of our periodic reports filed under the Exchange Act. Additionally, our ability to obtain
additional financing could be impaired or a lack of investor confidence in the reliability and accuracy of our public reporting
could cause our stock price to decline.
Availability
of Additional Funds.
We
may require additional equity and/or debt financing to continue our operations. These conditions may raise substantial doubt about
our ability to continue as a going concern for at least one year from the date of this filing.
There
can be no assurance that we will be able to obtain funds on commercially acceptable terms, if at all. We expect to have ongoing
needs for working capital in order to fund operations and to continue to expand our operations. To that end, we may be required
to raise additional funds through equity or debt financing. However, there can be no assurance that we will be successful in securing
additional capital. If we are unsuccessful, we may need to (a) initiate cost reductions; (b) forego business development opportunities;
(c) seek extensions of time to fund liabilities, or (d) seek protection from creditors.
In
addition, if we are unable to generate adequate cash from operations, and if we are unable to find sources of funding, it may
be necessary for us to sell one or more lines of business or all or a portion of our assets, enter into a business combination,
or reduce or eliminate operations. These possibilities, to the extent available, may be on terms that result in significant dilution
to our shareholders or that result in our shareholders losing all of their investment in our Company.
If
we are able to raise additional capital, we do not know what the terms of any such capital raising would be. In addition, any
future sale of our equity securities would dilute the ownership and control of your shares and could be at prices substantially
below prices at which our shares currently trade. Our inability to raise capital could require us to significantly curtail or
terminate our operations. We may seek to increase our cash reserves through the sale of additional equity or debt securities.
The sale of convertible debt securities or additional equity securities could result in additional and potentially substantial
dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could result
in operating and financing covenants that would restrict our operations and liquidity. In addition, our ability to obtain additional
capital on acceptable terms is subject to a variety of uncertainties.