UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
| [X] | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2013
| [ ] | 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 | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
511 Avenue of the Americas #705
New York, NY
(Address of principal executive offices)
10011
(Zip Code)
Issuers telephone number: (212) 444 1019
Securities registered pursuant to Section 12(b) of the Exchange Act:
None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, Par Value $0.0007 Per Share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the issuer (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is a 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 | [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]
As of April 30, 2013, the Registrant had 19,789,407,996 outstanding shares of its common stock, $0.0007 par value.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
DOCUMENTS INCORPORATED BY REFERENCE
None
INDEX
| 2 |
PART I. - FINANCIAL INFORMATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| 3 |
WORLD HEALTH ENERGY HOLDINGS, INC.
| March 31, 2013 | December 31, 2012 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | - | $ | - | ||||
| PROPERTY AND EQUIPMENT | ||||||||
| Furniture, fixtures and equipment | 4,353 | 4,353 | ||||||
| Less: Accumulated depreciation | 4,353 | 4,353 | ||||||
| - | - | |||||||
| TOTAL ASSETS | $ | - | $ | - | ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable and accrued liabilities | $ | 76,582 | $ | 76,453 | ||||
| Due to affiliates | 320,791 | 284,842 | ||||||
| 397,373 | 361,295 | |||||||
| 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; 19,789,407,996 issued and outstanding | 13,852,585 | 13,852,585 | ||||||
| Additional paid in capital | 59,263,491 | 59,263,491 | ||||||
| Accumulated deficit | (73,515,199 | ) | (73,479,121 | ) | ||||
| (397,373 | ) | (361,295 | ) | |||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | - | $ | - | ||||
See Accompanying Notes to Consolidated Financial Statements.
| F-1 |
WORLD HEALTH ENERGY HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
| For the 3 Months Ended | ||||||||
| March 31, 2013 | March 31, 2012 | |||||||
| REVENUE | $ | - | $ | - | ||||
| COST OF SALES | - | - | ||||||
| GROSS MARGIN | - | - | ||||||
| OPERATING EXPENSES | ||||||||
| General and administrative | 17,598 | 32,608 | ||||||
| Professional fees | 18,480 | 20,853 | ||||||
| Total expenses | 36,078 | 53,461 | ||||||
| LOSS FROM OPERATIONS | 36,078 | 53,461 | ||||||
| Loss on impairment | - | - | ||||||
| NET LOSS | $ | 36,078 | $ | 53,461 | ||||
| LOSS PER WEIGHTED AVERAGE COMMON SHARES | $ | 0.00 | $ | 0.00 | ||||
| NUMBER OF WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | 19,789,407,996 | 13,303,762,598 | ||||||
See Accompanying Notes to Consolidated Financial Statements.
| F-2 |
WORLD HEALTH ENERGY HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDER’S DEFICIT
| Number
of Shares-Preferred | Preferred
Stock | Number
of Shares-Common | Common
Stock | Additional
Paid-in Capital | Accumulated Deficit | Common
Stock Payable for Acquisition | Total Stockholders' Deficit | |||||||||||||||||||||||||
| Balance, December 31, 2011 | 2,500,000 | $ | 1,750 | 4,236,402,012 | $ | 2,965,481 | $ | 28,797,812 | $ | (73,344,216 | ) | $ | 41,352,783 | $ | (226,390 | ) | ||||||||||||||||
| Shares issued for acquisition | - | - | 15,553,005,984 | 10,887,104 | 30,465,679 | - | (41,352,783 | ) | - | |||||||||||||||||||||||
| Net loss | - | - | - | - | - | (134,905 | ) | - | (134,905 | ) | ||||||||||||||||||||||
| Balance, December 31, 2012 | 2,500,000 | 1,750 | 19,789,407,996 | 13,852,585 | $ | 59,263,491 | $ | (73,479,121 | ) | - | (361,295 | ) | ||||||||||||||||||||
| Net loss | - | - | - | - | - | (36,078 | ) | - | (36,078 | ) | ||||||||||||||||||||||
| Balance, March 31, 2013 | 2,500,000 | $ | 1,750 | 19,789,407,996 | $ | 13,852,585 | $ | 59,263,491 | $ | (73,515,199 | ) | $ | - | $ | (397,373 | ) | ||||||||||||||||
See Accompanying Notes to Consolidated Financial Statements.
| F-3 |
WORLD HEALTH ENERGY HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the Three Months Ended | ||||||||
| March 31, 2013 | March 31, 2012 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | (36,078 | ) | $ | (53,461 | ) | ||
| Changes in: | ||||||||
| Accounts payable and accrued liabilities | 129 | 20,755 | ||||||
| Net cash from operating activities | (35,949 | ) | (32,706 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Advances from due to affiliates | 35,949 | 32,559 | ||||||
| Change in cash | - | (147 | ) | |||||
| Cash, beginning of year | - | 212 | ||||||
| Cash, end of year | $ | - | $ | 65 | ||||
See Accompanying Notes to Consolidated Financial Statements.
| F-4 |
WORLD HEALTH ENERGY HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Nature of Business
The consolidated financial statements include the accounts of World Health Energy Holdings, Inc. (“WHEH”) and its wholly owned subsidiary, World Health Energy, Inc. (“WHE”).
The Company’s corporate offices are located in New York City, New York.
(2) Basis of Presentation
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) on the accrual basis of accounting. All significant intercompany accounts and transactions have been eliminated in consolidation. The interim financial statements reflect all adjustments, which are, in the opinion of management, necessary in order to make the financial statements not misleading.
(3) Significant Accounting Policies
a) Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.
b) Loss per share
The Company has adopted Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 260-10-50, Earnings Per Share, which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Basic and diluted losses per share were the same at the reporting dates as there were no common stock equivalents outstanding at March 31, 2013 or December 31, 2012.
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 March 31, 2013 or December 31, 2012.
d) Office Equipment and Depreciation
Office 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 March 31, 2013 and December 31, 2012, all office equipment was fully depreciated.
e) Impairment of Long-Lived Assets
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeded the fair value of the assets.
| F-5 |
f) Revenue Recognition
The Company recognizes revenue on arrangements in accordance with Securities and Exchange Commission Staff Accounting Bulletin Topic 13, Revenue Recognition and FASB ASC 605-15-25, Revenue Recognition. In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability is reasonably assured. The Company did not report any revenues during the three month periods ended March 31, 2013 or 2012.
g) Income Taxes.
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Additionally, the recognition of future tax benefits, such as net operating loss carryforwards, 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 income tax returns are subject to examination by tax authorities. Generally, the statute of limitations related to the Company’s federal and state income tax return is three years from the date of filing. The state impact of any federal changes for prior years remains subject to examination for a period up to five years after formal notification to the states.
Management has evaluated tax positions in accordance with FASB ASC 740, Income Taxes, and has not identified any significant tax positions, other than those disclosed.
h) Subsequent Events
In accordance with FASB ASC 855, Subsequent Events, the Company evaluated subsequent events through February 26, 2014, the date the financial statements were available for issue.
(4) Going Concern
The accompanying 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 $73,515,199 accumulated through March 31, 2013. The 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.
| F-6 |
(5) Stockholders’ Deficit
On February 9, 2012, the Company issued 15,553,005,984 shares. This issuance was to complete the GNE India asset purchase agreement of June 2010.
(6) Income Taxes
The items accounting for the difference between income taxes computed at the federal statutory rate and the provision for income taxes as of March 31, 2013 and 2012 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 March 31, 2013 and December 31, 2012, the Company’s only significant deferred income tax asset was a cumulative estimated net tax operating loss of approximately $25 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 March 31, 2013 and December 31, 2012.
(7) Related Parties
As of March 31, 2013 and December 31, 2012, the Company had $1,623 included in Due to affiliates in the accompanying consolidated balance sheet that is due to a stockholder. The amount is non-interest bearing and due upon demand.
As of March 31, 2013 and December 31, 2012, the Company had $55,564 included in Due to affiliates in the accompanying consolidated balance sheet 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 March 31, 2013 and December 31, 2012, the Company had $93,693 and $79,297, respectively, included in Due to affiliates in the accompanying consolidated balance sheet 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 March 31, 2013 and December 31, 2012, the Company had $58,000 and $52,000, respectively, included in Due to affiliates in the accompanying consolidated balance sheet that is due to a stockholder and consultant of the Company for services rendered as the Chief Executive Officer or the Company. The amounts are non-interest bearing and due upon demand.
As of March 31, 2013 and December 31, 2012, the Company had $111,911 and $96,358, respectively, included in Due to affiliates in the accompanying consolidated balance sheet that is due to a stockholder. The amount is non-interest bearing and due upon demand.
The Company leases office space in Jerusalem, Israel from a stockholder who is also a consultant for the company. The lease is a month-to-month agreement for $4,822.
| F-7 |
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 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 financial statements of the Company and the accompanying notes appearing subsequently under the caption “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 Quarter Ended March 31, 2013 to the Quarter Ended March 31, 2012
Revenues
Revenues for three month period ended March 31, 2013 and 2012 were $0.
Operating Expenses
Operating expenses for the three month period ended March 31, 2013 were $36,078 compared to $53,461 for the three month period ended March 31, 2012. The reason for the decrease is due to there being costs related to sponsorship of an investment conference ($10,422), additional audit costs ($3,000) and additional costs relating to a stock amendment ($4,254) in the previous year.
We recorded a net operating loss for the three month period ended March 31, 2013 of $36,078 compared to $53,461 for the three month period ended March 31, 2012.
Net Income/Loss and Net Income/Loss Per Share
Our net loss and net loss per share was $36,078 and $0.00 for the three month period ended March 31, 2013, compared to a $53,461 and $0.00 per share for the three month period ended March 31, 2012.
Financial Condition, Liquidity and Capital Resources
At March 31, 2013 and December 31, 2012, we had current and total assets of $0. We had current liabilities of $397,373 as compared to $361,295 as of March 31, 2013 and December 31, 2012, respectively. The increase is primarily due to shareholder advances used to fund operations.
At March 31, 2013, we had working capital deficiency of $397,373 as compared with a working capital deficiency of $361,295 at December 31, 2012.
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.
| 4 |
Going Concern
The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern. We have stockholders deficit of $397,373 and a working capital deficiency of $397,373 at March 31, 2013 and net loss from operations of $36,078 and $53,461, respectively, for the three month periods ended March 31, 2013 and 2012. These conditions raise substantial doubt about our ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.
Critical Accounting Policies
Use of Estimates The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition and revenues and expenses 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 March 31, 2013 or December 31, 2012.
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 2013 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 4T - 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.
| 5 |
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
None
| 6 |
| (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 Document | |
101.SCH |
† XBRL Taxonomy Extension Schema Document | |
101.CAL |
† XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF |
† XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB |
† XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE |
† XBRL Taxonomy Extension Presentation Linkbase Document |
* Filed herewith.
† Furnished herewith.
(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
| 7 |
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: February 27, 2014 | By: | /s/ David Lieberman |
| David Lieberman, | ||
| President, CEO, Director | ||
| 8 |
EXHIBIT 31.1
OFFICER’S CERTIFICATION PURSUANT TO SECTION 302 OF SARBANES OXLEY ACT
I, Dovid Lieberman, certify that:
1. I have reviewed this quarterly report on Form 10-Q for the period ended March 31, 2013 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: February 27, 2014 | By: | /s/ Dovid Lieberman |
| Dovid Lieberman, | ||
| President, CEO, Director |
EXHIBIT 31.2
OFFICER’S CERTIFICATION PURSUANT TO SECTION 302 OF SARBANES OXLEY ACT
I, Jason Lurie, certify that:
1. I have reviewed this quarterly report on Form 10-Q 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: February 27, 2014 | By: | /s/ Jason Lurie |
| Jason Lurie | ||
| Chief Financial Officer |
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 March 31, 2013 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: February 27, 2014 | By: | /s/ Dovid Lieberman |
| Dovid Lieberman, | ||
| President, CEO, 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.
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 March 31, 2013 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: February 27, 2014 | By: | /s/ Jason Lurie |
| Jason Lurie | ||
| Chief Financial Officer |
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.