10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

(Mark One)

☑ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2016

☐ 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)

Delaware	59-2762023
(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 a large accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☑

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

As of September 30, 2016, 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

INDEX

PART I - FINANCIAL INFORMATION
Item 1 Condensed Consolidated Financial Statements	4
Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3 Quantitative and Qualitative Disclosures About Market Risk	14
Item 4 Controls and Procedures	14
PART II - OTHER INFORMATION
Item 1 Legal Proceedings	14
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3 Defaults Upon Senior Securities	14
Item 4 Submission of Matters to a Vote of Security Holders	14
Item 5 Other Information	14
Item 6 Exhibits	15
SIGNATURES	16

PART I - FINANCIAL INFORMATION

ITEM 1 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets	5
Condensed Consolidated Statements of Operations	6
Condensed Consolidated Statements of Cash Flows	7
Notes to Condensed Consolidated Financial Statements	8

4

WORLD HEALTH ENERGY HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,			December 31,
	2016 (Unaudited)			2015
ASSETS
CURRENT ASSETS
Cash	$	592		$	4,054
Deposits		23,000			-
		23,592			4,054
PROPERTY AND EQUIPMENT
Furniture, fixtures and equipment		4,353			4,353
Software		113,774			113,774
Less: Accumulated depreciation		(4,353	)		(4,353	)
		113,774			113,774
TOTAL ASSETS	$	137,366		$	117,828
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	87,185		$	68,521
Due to affiliates		714,717			589,090
Related party convertible note payable		21,474			21,474
		823,376			679,085
TOTAL LIABILITIES		823,376			679,085
Commitments and Contingencies (Note 8)
STOCKHOLDERS’ DEFICIT
Preferred stock, $0.0007 par value, authorized 10,000,000 shares; 2,500,000 issued and outstanding		1,750			1,750
Common stock, $0.0007 par value, authorized 110,000,000,000 shares; 89,789,407,996 issued and outstanding		62,852,585			62,852,585
Discount on common stock		(49,000,000	)		(49,000,000	)
Additional paid in capital		11,433,491			11,433,491
Accumulated deficit		(25,973,836	)		(25,849,083	)
		(686,010	)		(561,257	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	137,366		$	117,828

See Accompanying Notes to Condensed Consolidated Financial Statements

5

WORLD HEALTH ENERGY HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	For the 3 Months Ended (Unaudited)						For the 9 Months Ended (Unaudited)
	Sep 30, 2016			Sep 30, 2015			Sep 30, 2016			Sep 30, 2015
REVENUE	$	-		$	-		$	-		$	-
COST OF SALES		-			-			-			-
GROSS MARGIN		-			-			-			-
OPERATING EXPENSES
Professional fees		2,058			12,843			90,175			32,179
General and administrative		6,470			33,542			34,592			46,742
Total expenses		8,528			46,385			124,767			78,921
NET OPERATING LOSS		(8,528	)		(46,385	)		(124,767	)		(78,921	)
OTHER INCOME
Interest Earned		-			5			13			5
NET LOSS	$	(8,528	)	$	(46,380	)	$	(124,754	)	$	(78,916	)
LOSS PER WEIGHTED AVERAGE COMMON SHARES	$	0.00		$	0.00		$	0.00		$	0.00
NUMBER OF WEIGHTED AVERAGE COMMON SHARES OUTSTANDING		89,789,407,996			89,789,407,996			89,789,407,996			43,122,741,329

See Accompanying Notes to Condensed Consolidated Financial Statements.

6

WORLD HEALTH ENERGY HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the 9 Months Ended
	Sep 30,			Sep 30,
	2016			2015
	(Unaudited)
Cash flows from operating activities:
Net loss	$	(124,754	)	$	(78,916	)
Changes in:
Deposits		(3,000	)		-
Accounts payable and accrued liabilities		18,665			(13,968	)
Net cash from operating activities		(109,089	)		(92,884	)
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		125,627			65,416
Business acquisition		-			41,711
Net cash from financing activities		125,627			107,127
Change in cash		(3,462	)		14,243
Cash, beginning of year		4,054			-
Cash, end of year	$	592		$	14,243

See Accompanying Notes to Condensed Consolidated Financial Statements.

7

WORLD HEALTH ENERGY HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1) Nature of Business

The Condensed 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 first 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 Condensed 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 (“FASB”) Accounting Standards Codification (“ASC”) 260-10-50, 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 September 30, 2016 or September 30, 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 September 30, 2016 or December 31, 2015.

8

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 September 30, 2016 and December 31, 2015 property and equipment was valued at $118,127 and had accumulated depreciation of $4,353. As the software was not yet in operation during the period, no amortization has been applied to the initial cost. Usage of the software is due to begin in 2017, and amortization will be applied from that point onwards.

e) Revenue Recognition

The Company recognizes revenue on arrangements in accordance with Securities and Exchange Commission (“SEC”) 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 three or nine month periods ended September 30, 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 February 28, 2017, the date the condensed consolidated financial statements were available for issue.

9

(4) Going Concern

The accompanying Condensed Consolidated Financial Statements have been prepared assuming that the Company will continue as a going concern. The Company’s financial position and operating results raise substantial doubt about the Company’s ability to continue as a going concern, as reflected by the net losses of $25,973,836 accumulated through September 30, 2016. The Condensed 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 for the nine months ended September 30, 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 September 30, 2016 and December 31, 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 September 30, 2016 and December 31, 2015.

(6) Related Parties

As of September 30, 2016 and December 31, 2015, the Company had $0 and $1,623, respectively, included in Due to affiliates in the accompanying condensed consolidated balance sheets that is due to a stockholder. The amount was non-interest bearing and due upon demand.

As of September 30, 2016 and December 31, 2015, the Company had $59,157 included in Due to affiliates in the accompanying condensed consolidated balance sheets that is due to a stockholder for amounts paid to certain vendors for services rendered. The amounts are non-interest bearing and due upon demand.

As of September 30, 2016 and December 31, 2015, the Company had $269,986 and $177,133, respectively, included in Due to affiliates in the accompanying condensed 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 September 30, 2016 and December 31, 2015, the Company had $64,000 included in Due to affiliates in the accompanying condensed consolidated balance sheets that is due to a stockholder and consultant of the Company for services rendered as the previous Chief Executive Officer of the Company. The amounts are non-interest bearing and due upon demand.

10

As of September 30, 2016 and December 31, 2015, the Company had $117,598 included in Due to affiliates in the accompanying condensed 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 September 30, 2016 and December 31, 2015, the Company had $0 and $7,027, respectively, included in Due to affiliates in the accompanying condensed 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 September 30, 2016 and December 31, 2015, the Company had $48,491 and $7,067, respectively, included in Due to affiliates in the accompanying condensed 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 September 30, 2016 and December 31, 2015, the Company had $155,485 included in Due to affiliates in the accompanying condensed consolidated balance sheets that is due to creditors of FSC, a business acquired by the Company during the year (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 first 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 September 30, 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 intends 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.

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

11

(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 will acquire all of the capital stock of Natalie Stock, Ltd. In consideration, WHEH will pay cash and other consideration to Natalie Stock, Ltd. WHEH intends to integrate FSC’s software and trading platform and Amid’s broker-dealer operations.

The Agreement contains customary representations, warranties and covenants by Natalie Stock, Ltd. and FSC. The Closing of the Agreement is 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.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our Condensed Consolidated Financial Statements and Notes thereto appearing elsewhere in this Report on Form 10-Q as well as our other SEC filings.

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. In the interim, it will continue with its current operations.

Comparison of Operating Results for the Three and Nine Months Ended September 30, 2016 to the Three and Nine Months Ended September 30, 2015

Revenues

Revenues for the three and nine month periods ended September 30, 2016 and 2015 were $0. The income during the current year relates to interest earned on savings in the Company bank account.

12

Operating Expenses

Operating expenses for the three and nine month periods ended September 30, 2016 were $8,528 and $124,767, respectively, compared to $46,385 and $78,921 for the three and nine month periods ended September 30, 2015, respectively. The reason for the increase is due to there being an increase in consultancy and other professional fees relating to the development of software crucial to the business.

We recorded a net operating loss for the three and nine month periods ended September 30, 2016 of $8,528 and $124,767, respectively, compared to $46,385 and $78,921 for the three and nine month period ended September 30, 2015, respectively.

Net Income/Loss and Net Income/Loss Per Share

Our net loss and net loss per share was $8,528 and $0.00 and $124,754 and $0.00 for the three and nine month periods ended September 30, 2016, respectively, compared to $46,380 and $0.00 and $78,916 and $0.00 for the three and nine month periods ended September 30, 2015, respectively.

Financial Condition, Liquidity and Capital Resources

At September 30, 2016, and December 31, 2015, we had current assets of $23,592 and $4,054, respectively, and total assets of $137,366 and $117,828, respectively. The increase is due to the initial deposit on the Agreement with Natalie Stock, Ltd. for the purchase of all of the outstanding shares of Amid. We had current and total liabilities of $823,376 as compared to $679,085, as of September 30, 2016, and December 31, 2015, respectively. The increase is primarily due to shareholder advances used to fund operations.

At September 30, 2016, we had a working capital deficiency of $799,784 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 Condensed Consolidated Financial Statements have been prepared assuming that we will continue as a going concern. We have stockholders deficit of $686,010 and a working capital deficiency of $799,784 at September 30, 2016 and net loss from operations of $124,754 for the nine month period ended September 30, 2016. 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 FASB 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 September 30, 2016 or September 30, 2015.

13

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 2016 and do not anticipate entering into any off-balance sheet arrangements during the next 12 months.

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is not subject to any specific market risk other than that encountered by any other public company related to being publicly traded.

ITEM 4 - CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Exchange Act, within the 90 days prior to the filing date of this report, the Company carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of the Company's management, including the Company's President, Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, the Company's President, Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective. There have been no significant changes in the Company's internal controls or in other factors, which could significantly affect internal controls subsequent to the date the Company carried out its evaluation.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in Company reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Company reports filed under the Exchange Act is accumulated and communicated to management, including the Company's Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.

PART II - OTHER INFORMATION

ITEM 1 LEGAL PROCEEDINGS

None

ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3 DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5 OTHER INFORMATION

None

14

ITEM 6 EXHIBITS

(a) The following sets forth those exhibits filed pursuant to Item 601 of Regulation S-K:

Exhibit	Number Descriptions
31.1	* Certification of the Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
31.2	* Certification of the Acting Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
32.1	* Certification Chief Executive Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
32.2	* Certification Acting Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

101.INS** XBRL Instance

101.SCH** XBRL Taxonomy Extension Schema

101.CAL** XBRL Taxonomy Extension Calculation

101.DEF** XBRL Taxonomy Extension Definition

101.LAB** XBRL Taxonomy Extension Labels

101.PRE** XBRL Taxonomy Extension Presentation

______________

* Filed herewith.

 ** XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

(b) The following sets forth the Company's reports on Form 8-K that have been filed during the quarter for which this report is filed:

None

Item 8.01. Other Events.

None

15

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. 

	World Health Energy Holdings, Inc.
Date: April 18, 2017	By:	/s/ Uri Tadelis
		Uri Tadelis,
		CEO, Director

16

EX-31.1

EXHIBIT 31.1

OFFICER’S CERTIFICATION PURSUANT TO SECTION 302 OF SARBANES OXLEY ACT

I, Uri Tadelis, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the period ended September 30, 2016 of World Health Energy Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4. The small business issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

5. The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Date: April 18, 2017	By:	/s/ Uri Tadelis
		Uri Tadelis
		CEO

EX-31.2

EXHIBIT 31.2

OFFICER’S CERTIFICATION PURSUANT TO SECTION 302 OF SARBANES OXLEY ACT

I, Chaim Lieberman, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the period ended September 30, 2016 of World Health Energy Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4. The small business issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

5. The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Date: April 18, 2017	By:	/s/ Chaim Lieberman
		Chaim Lieberman
		Director

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of World Health Energy Holdings, Inc., (the “Company”) on Form 10-Q for the period ended September 30, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Date: April 18, 2017	By:	/s/ Uri Tadelis
		Uri Tadelis
		CEO

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of World Health Energy Holdings, Inc., (the “Company”) on Form 10-Q for the period ended September 30, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Date: April 18, 2017	By:	/s/ Chaim Lieberman
		Chaim Lieberman
		Director

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document And Entity Information	9 Months Ended
	Sep. 30, 2016 shares
Document Information [Line Items]
Entity Registrant Name	WORLD HEALTH ENERGY HOLDINGS, INC.
Entity Central Index Key	0000943535
Trading Symbol	when
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Entity Common Stock, Shares Outstanding (in shares)	89,789,407,996
Document Type	10-Q
Document Period End Date	Sep. 30, 2016
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q3
Amendment Flag	false

XML

Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
CURRENT ASSETS
Cash	$ 592	$ 4,054
Deposits	23,000
	23,592	4,054
PROPERTY AND EQUIPMENT
Furniture, fixtures and equipment	4,353	4,353
Software	113,774	113,774
Less: Accumulated depreciation	(4,353)	0
	113,774	113,774
TOTAL ASSETS	137,366	117,828
CURRENT LIABILITIES
Accounts payable and accrued liabilities	87,185	68,521
Due to affiliates	714,717	589,090
Related party convertible note payable	21,474	21,474
	823,376	679,085
TOTAL LIABILITIES	823,376	679,085
Commitments and Contingencies (Note 8)
STOCKHOLDERS’ DEFICIT
Preferred stock, $0.0007 par value, authorized 10,000,000 shares; 2,500,000 issued and outstanding	1,750	1,750
Common stock, $0.0007 par value, authorized 110,000,000,000 shares; 89,789,407,996 issued and outstanding	62,852,585	62,852,585
Discount on common stock	(49,000,000)	(49,000,000)
Additional paid in capital	11,433,491	11,433,491
Accumulated deficit	(25,973,836)	(25,849,083)
	(686,010)	(561,257)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$ 137,366	$ 117,828

XML

Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares	Sep. 30, 2016	Dec. 31, 2015
Preferred stock, par value (in dollars per share)	$ 0.0007	$ 0.0007
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	2,500,000	2,500,000
Preferred stock, shares outstanding (in shares)	2,500,000	2,500,000
Common stock, par value (in dollars per share)	$ 0.0007	$ 0.0007
Common stock, shares authorized (in shares)	110,000,000,000	110,000,000,000
Common stock, shares issued (in shares)	89,789,407,996	89,789,407,996
Common stock, shares outstanding (in shares)	89,789,407,996	89,789,407,996

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
REVENUE	$ 0	$ 0	$ 0	$ 0
COST OF SALES
GROSS MARGIN
OPERATING EXPENSES
Professional fees	2,058	12,843	90,175	32,179
General and administrative	6,470	33,542	34,592	46,742
Total expenses	8,528	46,385	124,767	78,921
NET OPERATING LOSS	(8,528)	(46,385)	(124,767)	(78,921)
OTHER INCOME
Interest Earned		5	13	5
NET LOSS	$ (8,528)	$ (46,380)	$ (124,754)	$ (78,916)
LOSS PER WEIGHTED AVERAGE COMMON SHARES (in dollars per share)	$ 0	$ 0	$ 0	$ 0
NUMBER OF WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (in shares)	89,789,407,996	89,789,407,996	89,789,407,996	43,122,741,329

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Cash flows from operating activities:
Net loss	$ (124,754)	$ (78,916)
Changes in:
Deposits	(3,000)
Accounts payable and accrued liabilities	18,665	(13,968)
Net cash from operating activities	(109,089)	(92,884)
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	125,627	65,416
Business acquisition		41,711
Net cash from financing activities	125,627	107,127
Change in cash	(3,462)	14,243
Cash, beginning of year	4,054
Cash, end of year	$ 592	$ 14,243

XML

Note 1 - Nature of Business

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

Nature of Operations [Text Block]

(1)

Nature of Business

The Condensed 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

first

half of

2017.

The Company will provide cutting edge complete software solutions for financial institutions, banks and traders.

XML

Note 2 - Basis of Presentation and Consolidation

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

Basis of Accounting [Text Block]

(2)

Basis of Presentation

and Consolidation

The Condensed 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.

XML

Note 3 - Significant Accounting Policies

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

Significant Accounting Policies [Text Block]

(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 (“FASB”) Accounting Standards Codification (“ASC”)

260

-

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

September

30,

2016

or

September

30,

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

September

30,

2016

or

December

31,

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

September

30,

2016

and

December

31,

2015

property and equipment was valued at

$118,127

and had accumulated depreciation of

$4,353.

As the software was not yet in operation during the period,

no

amortization has been applied to the initial cost. Usage of the software is due to begin in

2017,

and amortization will be applied from that point onwards.

e) Revenue Recognition

The Company recognizes revenue on arrangements in accordance with Securities and Exchange Commission (“SEC”) 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

three

or

nine

month periods ended

September

30,

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

February

28,

2017,

the date the condensed consolidated financial statements were available for issue.

XML

Note 4 - Going Concern

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

Going Concern Disclosure [Text Block]

(4

) Going Concern

The accompanying Condensed Consolidated Financial Statements have been prepared assuming that the Company will continue as a going concern. The Company’s financial position and operating results raise substantial doubt about the Company’s ability to continue as a going concern, as reflected by the net losses of

$25,973,836

a

ccumulated through

September

30,

2016.

The Condensed 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.

XML

Note 5 - Income Taxes

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

Income Tax Disclosure [Text Block]

(

5

) Income Taxes

The items accounting for the difference between income taxes computed at the federal statutory rate and the provision for income taxes for the

nine

months ended

September

30,

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

September

30,

2016

and

December

31,

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

September

30,

2016

and

December

31,

2015.

XML

Note 6 - Related Parties

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

Related Party Transactions Disclosure [Text Block]

(6

) Related Parties

As of

September

30,

2016

and

December

31,

2015,

the Company had

$0

and

$1,623,

respectively, included in Due to affiliates in the accompanying condensed consolidated balance sheets that is due to a stockholder. The amount was non-interest bearing and due upon demand.

As of

September

30,

2016

and

December

31,

2015,

the Company had

$

59,157

included in Due to affiliates in the accompanying condensed consolidated balance sheets that is due to a stockholder for amounts paid to certain vendors for services rendered. The amounts are non-interest bearing and due upon demand.

As of

September

30,

2016

and

December

31,

2015,

the Company had

$269,986

and

$177,133,

respectively, included in Due to affiliates in the accompanying condensed 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

September

30,

2016

and

December

31,

2015,

the Company had

$

64,000

included in Due to affiliates in the accompanying condensed consolidated balance sheets that is due to a stockholder and consultant of the Company for services rendered as the previous Chief Executive Officer of the Company. The amounts are non-interest bearing and due upon demand.

As of

September

30,

2016

and

December

31,

2015,

the Company had

$

117,598

included in Due to affiliates in the accompanying condensed 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

September

30,

2016

and

December

31,

2015

, the Company had

$0

and

$7,027,

respectively, included in Due to affiliates in the accompanying condensed 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

September

30,

2016

and

December

31,

2015

, the Company had

$48,491

and

$7,067,

respectively, included in Due to affiliates in the accompanying condensed 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

September

30,

2016

and

December

31,

2015

, the Company had

$

155,485

included in Due to affiliates in the accompanying condensed consolidated

balance sheets that is due to creditors of FSC, a business acquired by the Company during the year (see Note

9).

The amounts are non-interest bearing and due upon demand.

XML

Note 7 - Convertible Note Payable

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

Debt Disclosure [Text Block]

(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

first

Quarter of

2017.

XML

Note 8 - Commitments & Contingencies

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

(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

September

30,

2016,

the Company is not aware of any contingent liabilities that should be reflected in the accompanying Condensed Consolidated Financial Statements.

XML

Note 9 - Business Acquisitions

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

Business Combination Disclosure [Text Block]

(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 intends 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.

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

XML

Note 10 - Other Significant Events

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

Other Significant Events, Disclosure [Text Block]

(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 will acquire all of the capital stock of Natalie Stock, Ltd. In consideration, WHEH will pay cash and other consideration to Natalie Stock, Ltd. WHEH intends to integrate FSC’s software and trading platform and Amid’s broker-dealer operations.

The Agreement contains customary representations, warranties and covenants by Natalie Stock, Ltd. and FSC. The Closing of the Agreement is 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.

XML

Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2016

Accounting Policies [Abstract]

Use of Estimates, Policy [Policy Text Block]

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.

Earnings Per Share, Policy [Policy Text Block]

b) Loss per share

The Company has adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)

260

-

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

September

30,

2016

or

September

30,

2015.

Cash and Cash Equivalents, Policy [Policy Text Block]

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

September

30,

2016

or

December

31,

2015.

Property, Plant and Equipment, Policy [Policy Text Block]

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

September

30,

2016

and

December

31,

2015

property and equipment was valued at

$118,127

and had accumulated depreciation of

$4,353.

As the software was not yet in operation during the period, no amortization has been applied to the initial cost. Usage of the software is due to begin in

2017,

and amortization will be applied from that point onwards.

Revenue Recognition, Policy [Policy Text Block]

e) Revenue Recognition

The Company recognizes revenue on arrangements in accordance with Securities and Exchange Commission (“SEC”) 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

three

or

nine

month periods ended

September

30,

2016

or

2015.

Income Tax, Policy [Policy Text Block]

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.

New Accounting Pronouncements, Policy [Policy Text Block]

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.

Subsequent Events, Policy [Policy Text Block]

h) Subsequent Events

In accordance with FASB ASC

855,

Subsequent Events

, the Company evaluated subsequent events through

February

28,

2017,

the date the condensed consolidated financial statements were available for issue.

XML

Note 5 - Income Taxes (Tables)

9 Months Ended

Sep. 30, 2016

Notes Tables

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

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	%

XML

Note 9 - Business Acquisitions (Tables)

9 Months Ended

Sep. 30, 2016

Notes Tables

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

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

XML

Note 3 - Significant Accounting Policies (Details Textual) - USD ($) shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Revenues	$ 0	$ 0	$ 0	$ 0
Property, Plant and Equipment, Useful Life			3 years
Property, Plant and Equipment, Gross	118,127		$ 118,127		$ 0
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	4,353		$ 4,353		0
Federal and State Income Tax Return Period From Date of Filing			3 years
Income tax Examination Period After Formal Notification to States			5 years
Weighted Average Number Diluted Shares Outstanding Adjustment			0	0
Cash and Cash Equivalents, at Carrying Value	$ 0		$ 0		$ 0

XML

Note 4 - Going Concern (Details Textual) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Retained Earnings (Accumulated Deficit)	$ (25,973,836)	$ (25,849,083)

XML

Note 5 - Income Taxes (Details Textual) - USD ($) $ in Millions	Sep. 30, 2016	Dec. 31, 2015
Deferred Tax Assets, Operating Loss Carryforwards	$ 26	$ 26

XML

Note 5 - Income Taxes - Schedule of Difference Between Income Taxes Computed at Federal Statutory Rate and Provision for Income Taxes (Details)	9 Months Ended
	Sep. 30, 2016
Income tax at federal statutory rate	34.00%
State tax, net of federal effect	3.96%
Net income and state tax	37.96%
Valuation allowance	(37.96%)
Effective rate	0.00%

XML

Note 6 - Related Parties (Details Textual) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Due to Affiliate, Current	$ 714,717	$ 589,090
Stockholder One [Member]
Due to Affiliate, Current	0	1,623
Stockholder Two [Member]
Due to Affiliate, Current	59,157	59,157
Stockholder and Consultant [Member]
Due to Affiliate, Current	269,986	177,133
Stockholder and Consultant - Former CEO [Member]
Due to Affiliate, Current	64,000	64,000
Stockholder Three [Member]
Due to Affiliate, Current	117,598	117,598
Stockholder and Consultant Two [Member]
Due to Affiliate, Current	0	7,027
Stockholder and Consultant Three [Member]
Due to Affiliate, Current	48,491	7,067
Creditors of FSC [Member]
Due to Affiliate, Current	$ 155,485	$ 155,485

XML

Note 7 - Convertible Note Payable (Details Textual)	Dec. 31, 2015 USD ($) $ / shares
Convertible Notes Payable, Noncurrent | $	$ 21,474
Debt Instrument, Convertible, Conversion Price | $ / shares	$ 0.0001

XML

Note 9 - Business Acquisitions (Details Textual) - shares shares in Billions		9 Months Ended
	Jun. 26, 2015	Sep. 30, 2016
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares	70	70
Maximum [Member]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares	130	130

XML

Note 9 - Business Acquisitions - Summary of Assets Acquired and Liabilities Assumed (Details) - USD ($)	9 Months Ended
	Sep. 30, 2015	Jun. 26, 2015
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

XML

Note 9 - Business Acquisitions - Summary of Assets Acquired and Liabilities Assumed (Details) (Parentheticals) - shares shares in Billions		9 Months Ended
	Jun. 26, 2015	Sep. 30, 2016
Number of common stock shares acquired (in shares)	70	70
Maximum [Member]
Number of common stock shares acquired (in shares)	130	130

XML

Note 10 - Other Significant Events (Details Textual)	3 Months Ended
	Mar. 31, 2016 USD ($)
FSC Solutions [Member] | Natalie Stock, Ltd. [Member]
Business Combination, Consideration, Deposit Paid	$ 20,000