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2.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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The
following discussion and analysis should be read in conjunction with our Financial Statements and Notes thereto appearing elsewhere
in this Report on Form 10-Q as well as our other SEC filings.
Safe Harbor for Forward-Looking Statements
Certain statements included in this MD&A constitute forward-looking statements,
including those identified by the expressions anticipate, believe, plan, estimate, expect, intend, and similar expressions
to the extent they relate to WHEN or its management. These forward-looking statements are not facts, promises or guarantees; rather,
they reflect current expectations regarding future results or events. These forward-looking statements are subject to risks and
uncertainties that could cause actual results, activities, performance or events to differ materially from current expectations.
These include risks related to revenue growth, operating results, industry, products and litigation, as well as the matters discussed
in our annual report on Form 10-K for the year ended December 31, 2018. Readers should not place undue reliance on any such forward-looking
statements. WHEN disclaims any obligation to publicly update or to revise any such statements to reflect any change in the Company’s
expectations or in events, conditions, or circumstances on which any such statements may be based, or that may affect the likelihood
that actual results will differ from those set forth in the forward-looking statements.
Overview
The
following discussion and analysis should be read in conjunction with the Condensed Consolidated Financial Statements of the Company
and the accompanying notes appearing subsequently under the caption “Condensed Consolidated Financial Statements.”
This
report on Form 10-Q 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 Energy in January 2007. In the interim, it will
continue with its current 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.
Company
Overview
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.
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 planner, 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.
We
are currently exploring our alternatives as it relates to the acquisition of FSC and the development of other technologies and
websites that we control.
Comparison
of Operating Results for the Three and Nine Months Ended September 30, 2019 to the Three and Nine Months Ended September 30, 2018
Revenues
Revenues
for the three and nine month periods ended September 30, 2019 and 2018 were $0.
Operating
Expenses
Operating
expenses for the three and nine month periods ended September 30, 2019 were $45,575 and $58,527 compared to $37,342 and
$44,840 for the three and nine month periods ended September 30, 2018. The reason for the increase is due to there being a
increase in the activities of the Company during the period, in particular relating to the consultancy and other professional
fees.
We
recorded a net operating loss for the three and nine month periods ended September 30, 2019 of $45,575 and $58,527 compared to
$37,342 and $44,840 for the three and nine month periods ended September 30, 2018.
Net
Income/Loss and Net Income/Loss Per Share
Our
net income/(loss) and net income(loss) per share was ($45,575) and $0.00 and ($58,527) and $0.00 for the three and nine month
periods ended September 30, 2019, respectively, compared to ($37,342) and $0.00 and $398,357 and $0.00 for the three and nine
month periods ended September 30, 2018, respectively.
Financial
Condition, Liquidity and Capital Resources
At
September 30, 2019, we had current and total assets of $27,250. We had current and total liabilities of $379,433 at September
30, 2019. The decrease is primarily due to the waiver of related party debt by the estate of our related party that died in February
2018.
At
September 30, 2019, we had a working capital deficiency of $352,183.
We
need capital to sustain operations, and 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
Condensed Consolidated Financial Statements have been prepared assuming that we will continue as a going concern. We have stockholders
deficit of $25,707,509, and a working capital deficiency of $352,183 at September 30, 2019, and net loss of $58,527 for the nine
month period ended September 30, 2019. These conditions raise substantial doubt about our ability to continue as a going concern.
The Condensed 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 Condensed Consolidated Financial Statements have been prepared in conformity with accounting principles generally
accepted in the United States of America (“GAAP”). In preparing the Condensed Consolidated Financial Statements, management
is required to make estimates and assumptions that affect the reported amounts on the condensed consolidated balance sheets and
condensed consolidated statements of operations for the year then ended. Actual results may differ significantly from those estimates.
Net
loss per share The Company has adopted FASBASC260-10-50, 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 September 30, 2019 or December
31, 2018.
Fair
value of financial instruments The carrying values of the Company’s 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 2019 and do not anticipate entering into
any off-balance sheet arrangements during the next 12 months.