UNITED
STATESSECURITIES AND EXCHANGE COMMISSIONWashington, 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, 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.)



511
Avenue of the Americas #705New York, NY(Address of principal executive offices)



10011(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 [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 March 31, 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 [X]



DOCUMENTS
INCORPORATED BY REFERENCE



None


















INDEX



|PART
    I. - FINANCIAL INFORMATION                                                              |   
|------------------------------------------------------------------------------------------------ | --
|                                                                                                 |   
|Item
    1 Financial Statements                                                                  | 3 
|                                                                                                 |   
|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
    4T 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



2







PART
I. - FINANCIAL INFORMATION



ITEM
1. FINANCIAL STATEMENTS



INDEX
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



|Condensed
    Consolidated Balance Sheets                | 4
|-------------------------------------------------------- | -
|                                                         |  
|Condensed
    Consolidated Statements of Operations      | 5
|                                                         |  
|Condensed
    Consolidated Statements of Cash Flows      | 6
|                                                         |  
|Notes
    to Condensed Consolidated Financial Statements | 7



3







WORLD
HEALTH ENERGY HOLDINGS, INC.

CONDENSED
CONSOLIDATED BALANCE SHEETS



|                                                                                                              |  | March
    31, 2016 |             |   | December
    31, 2015 |  
|------------------------------------------------------------------------------------------------------------- |  | ------------------ | ----------- | - | --------------------- | -
|                                                                                                              |  | (Unaudited)        |             |   |                       |  
|                                                                                                              |  |                    |             |   |                       |  
|ASSETS                                                                                                        |  |                    |             |   |                       |  
|                                                                                                              |  |                    |             |   |                       |  
|CURRENT ASSETS                                                                                                |  |                    |             |   |                       |  
|Cash                                                                                                          |  | $                  | 2,345       |   |                       | $
|Deposits                                                                                                      |  |                    | 23,000      |   |                       |  
|                                                                                                              |  |                    | 25,345      |   |                       |  
|PROPERTY AND EQUIPMENT                                                                                        |  |                    |             |   |                       |  
|Furniture, fixtures and equipment                                                                             |  |                    | 4,353       |   |                       |  
|Software                                                                                                      |  |                    | 113,774     |   |                       |  
|Less: Accumulated
    depreciation                                                                            |  |                    | (4,353      | ) |                       |  
|                                                                                                              |  |                    | 113,774     |   |                       |  
|                                                                                                              |  |                    |             |   |                       |  
|TOTAL
    ASSETS                                                                                              |  | $                  | 139,119     |   |                       | $
|                                                                                                              |  |                    |             |   |                       |  
|LIABILITIES
    AND STOCKHOLDERS’ DEFICIT                                                                     |  |                    |             |   |                       |  
|                                                                                                              |  |                    |             |   |                       |  
|CURRENT LIABILITIES                                                                                           |  |                    |             |   |                       |  
|Accounts payable and accrued liabilities                                                                      |  | $                  | 82,287      |   |                       | $
|Due to affiliates                                                                                             |  |                    | 684,897     |   |                       |  
|Related party
    convertible note payable                                                                    |  |                    | 21,474      |   |                       |  
|                                                                                                              |  |                    | 788,658     |   |                       |  
|                                                                                                              |  |                    |             |   |                       |  
|TOTAL
    LIABILITIES                                                                                         |  |                    | 788,658     |   |                       |  
|                                                                                                              |  |                    |             |   |                       |  
|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       |   |                       |  
|Common stock, $0.0007 par value, authorized
    110,000,000,000 shares; 89,789,407,996 issued and outstanding |  |                    | 62,852,585  |   |                       |  
|Discount on common stock                                                                                      |  |                    | (49,000,000 | ) |                       |  
|Additional paid in capital                                                                                    |  |                    | 11,433,491  |   |                       |  
|Accumulated deficit                                                                                           |  |                    | (25,937,365 | ) |                       |  
|                                                                                                              |  |                    | (649,539    | ) |                       |  
|TOTAL
    LIABILITIES AND STOCKHOLDERS’ DEFICIT                                                               |  | $                  | 139,119     |   |                       | $



See
Accompanying Notes to Condensed Consolidated Financial Statements



4







WORLD
HEALTH ENERGY HOLDINGS, INC.

CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS



|                                                         |  | For
    the 3 Months Ended |               
|-------------------------------------------------------- |  | -------------------------- | --------------
|                                                         |  | March
    31, 2016         |               
|                                                         |  | (Unaudited)                |               
|                                                         |  |                            |               
|REVENUE                                                  |  | $                          | -             
|COST OF SALES                                            |  |                            | -             
|GROSS
    MARGIN                                         |  |                            | -             
|                                                         |  |                            |               
|OPERATING EXPENSES                                       |  |                            |               
|General
    and administrative                           |  |                            | 14,420        
|Professional
    fees                                    |  |                            | 73,873        
|Total
    expenses                                       |  |                            | 88,293        
|                                                         |  |                            |               
|NET OPERATING LOSS                                       |  |                            | 88,293        
|                                                         |  |                            |               
|OTHER INCOME                                             |  |                            |               
|Interest
    Earned                                      |  |                            | 11            
|                                                         |  |                            |               
|NET LOSS                                                 |  | $                          | 88,282        
|                                                         |  |                            |               
|LOSS PER WEIGHTED AVERAGE COMMON
    SHARES              |  | $                          | 0.00          
|                                                         |  |                            |               
|NUMBER OF WEIGHTED AVERAGE COMMON
    SHARES OUTSTANDING |  |                            | 89,789,407,996



See
Accompanying Notes to Condensed Consolidated Financial Statements.



5







WORLD
HEALTH ENERGY HOLDINGS, INC.

CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS



|                                             |  | For
    the Three Months Ended |        
|-------------------------------------------- |  | ------------------------------ | -------
|                                             |  | March
    31, 2016             |        
|                                             |  | (Unaudited)                    |        
|                                             |  |                                |        
|Cash flows from operating
    activities:    |  |                                |        
|                                             |  |                                |        
|Net loss                                     |  | $                              | (88,282
|                                             |  |                                |        
|Changes in:                                  |  |                                |        
|Deposits                                     |  |                                | (3,000 
|Accounts
    payable and accrued liabilities |  |                                | 13,766 
|                                             |  |                                |        
|Net
    cash from operating activities       |  |                                | (77,516
|                                             |  |                                |        
|Cash
    flows from investing activities:    |  |                                |        
|Deposits on
    purchase of AMID             |  |                                | (20,000
|                                             |  |                                |        
|Net cash from investing activities           |  |                                | (20,000
|                                             |  |                                |        
|Cash flows from financing
    activities:    |  |                                |        
|Advances
    from affiliates                 |  |                                | 95,807 
|                                             |  |                                |        
|Net
    cash from financing activities       |  |                                | 95,807 
|                                             |  |                                |        
|Change in cash                               |  |                                | (1,709 
|                                             |  |                                |        
|Cash, beginning
    of year                  |  |                                | 4,054  
|                                             |  |                                |        
|Cash, end of
    year                        |  | $                              | 2,345  



See
Accompanying Notes to Condensed Consolidated Financial Statements.



6







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 New York City, New York. 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, and Ameritrade, www.tdamerirade.com.



The
online software trading Company, www.fsc.trade, is looking to compete in the financial software market and expects to generate
revenues in the second half of 2016. 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 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 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 March 31, 2016 or December 31, 2015.



7







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, 2016 or December 31, 2015.



d)
Property & Equipment and Depreciation



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 March 31, 2016
and December 31, 2015 property and equipment was valued at $118,127 and had 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 began in April, 2016,
and amortization will be applied from the second quarter.



e)
Revenue Recognition



The
Company recognizes revenue on arrangements in accordance with Securities and Exchange Commission Staff Accounting Bulletin Topic
13, Revenue Recognition and FASB ASC 605-15-25, Revenue Recognition. In all cases, revenue is recognized only when the
price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability is reasonably
assured. The Company did not report any revenues during the three month periods ended March 31, 2016 or 2015.



f)
Income Taxes



Deferred
tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax bases. Additionally, the recognition of future tax
benefits, such as net operating loss carry forwards, is required to the extent that realization of such benefits is more likely
than not. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the
years in which the assets and liabilities are expected to be recovered or settled. The effect on deferred tax assets and liabilities
of a change in tax rates is recognized in income tax expense in the period that includes the enactment date.



In
the event the future tax consequences of differences between the financial reporting bases and the tax bases of the Company’s
assets and liabilities result in deferred tax assets, an evaluation of the probability of being able to realize the future benefits
indicated by such asset is required. A valuation allowance is provided for the portion of the deferred tax asset when it is more
likely than not that some or all of the deferred tax asset will not be realized. In assessing the realizability of the deferred
tax assets, management considers the scheduled reversals of deferred tax liabilities, projected future taxable income, and tax
planning strategies.



The
Company’s income tax returns are subject to examination by tax authorities. Generally, the statute of limitations related
to the Company’s federal and state income tax return is three years from the date of filing. The state impact of any federal
changes for prior years remains subject to examination for a period up to five years after formal notification to the states.



Management
has evaluated tax positions in accordance with FASB ASC 740, Income Taxes, and has not identified any significant tax positions,
other than those disclosed.



g)
Recently Issued Accounting Pronouncements



The
Company reviewed all recent accounting pronouncements issued by the Financial Accounting Standards Board (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.



8







h)
Subsequent Events



In
accordance with FASB ASC 855, Subsequent Events, the Company evaluated subsequent events through May 23, 2015, the date
the financial statements were available for issue.



(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 $25,937,365 accumulated through March 31, 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 three months ended March 31, 2016 and 2015 are as follows:



|Income tax at federal statutory
    rate |  |  | (34.00 | )%
|---------------------------------------- |  |  | ------ | --
|State tax, net
    of federal effect     |  |  | (3.96  | )%
|                                         |  |  | 37.96  | % 
|Valuation allowance                      |  |  | (37.96 | )%
|Effective rate                           |  |  | 0.00   | % 



Deferred
income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes.



As
of March 31, 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 March 31, 2016 and December 31, 2015.



(6)
Related Parties



As
of March 31, 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 March 31, 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 March 31, 2016 and December 31, 2015, the Company had $211,609 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 March 31, 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.



9







As
of March 31, 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 March 31, 2016 and December 31, 2015, the Company had $45,504 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 March 31, 2016 and December 31, 2015, the Company had $31,544 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 March 31, 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 expected to be converted in
the 2nd Quarter of 2016.



(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 March 31, 2016, the Company is not aware of any contingent liabilities that should be reflected in the accompanying condensed
consolidated financial statements.



(9)
Business Acquisitions



On
June 26, 2015, WHEH entered into a Stock Purchase Agreement (the “Agreement”) with FSC. FSC is the owner of a proprietary
trading platform and accompanying software. The Agreement was effective as of July 1, 2015. Pursuant to the terms of the Agreement,
WHEH acquired all of the capital stock of FSC. In consideration, WHEH issued 70 Billion common shares at closing with the possibility
of the issuance of an additional 130 billion common shares upon FSC meeting certain milestones as outlined in the Agreement. WHEH
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    |  



10







(10)
Subsequent 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 FSC. 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 and FSC. The Closing of the Agreement is subject
to customary closing conditions.



Eli
Gal Levy, a director of WHEH and FSC, 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.



11







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 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 Quarter Ended March 31, 2016 to the Quarter Ended March 31, 2015



Revenues



Revenues
for the three month periods ended March 31, 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 month period ended March 31, 2016 were $88,293 compared to $23,506 for the three month period ended March
31, 2015. 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 month period ended March 31, 2016 of $88,293 compared to $23,506 for the three month
period ended March 31, 2015.



Net
Income/Loss and Net Income/Loss Per Share



Our
net loss and net loss per share was $88,282 and $0.00 for the three month period ended March 31, 2016, compared to a $23,506 and
$0.00 per share for the three month period ended March 31, 2015.



Financial
Condition, Liquidity and Capital Resources



At
March 31, 2016 and December 31, 2015, we had current assets of $25,345 and $4,054, respectively, and total assets of $139,119
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 $788,658 as compared to $679,085, as of March
31, 2016 and December 31, 2015, respectively. The increase is primarily due to shareholder advances used to fund operations.



At
March 31, 2016, we had a working capital deficiency of $763,313 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 $649,539 and a working capital deficiency of $763,313 at March 31, 2016 and net loss from operations
of $88,282 for the three month period ended March 31, 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 shareThe 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, 2016 or December
31, 2015.



Fair
value of financial instrumentsThe carrying values of the Company’s liabilities approximate their fair values due to
the short maturity of these instruments.



13







Off-Balance
Sheet ArrangementsWe 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
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.



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.       
|        |  |                                                                                                                 
|32.3    |  | *
    Agreement with Natalie Stock for the purchase of all of the outstanding shares of Amid                    










*
Filed 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



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:
    May 23, 2016 | By:                                   
|                       |                                       
|                       |                                       



16