WORLD HEALTH ENERGY HOLDINGS, INC.

Condensed Consolidated Statement of Changes in Deficiency in Stockholders’ Equity

For the three months ended March 31, 2019

(Unaudited)

The accompanying notes are an integral part of the condensed consolidated financial statements

NOTES TO WORLD HEALTH ENERGY HOLDINGS, INC.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTSCondensed Consolidated Statements of Cash Flows

Three months ended March 31,

(unaudited)

The accompanying notes are an integral part of the condensed consolidated financial statements

WORLD HEALTH ENERGY HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

(1) NatureNATURE OF OPERATIONS

World Health Energy Holdings, Inc., (the “Company,” or “WHEN”), was formed on May 21, 1986, under the laws of Businessthe State of Delaware and is based in Boca Raton, Florida. The Company has invested in a variety of software programs that it strove to commercialize, and has a subsidiary in clean energy technology which currently is dormant due to lack of funding. It is currently seeking software in the cyber-security arena to commercialize.

(2) BASIS OF PRESENTATION AND USE OF ESTIMATES

a) Basis of Presentation

The Condensed Consolidated Financial Statements includecomparative amounts presented in these consolidated financial statements are the accountshistorical results of World Health Energy Holdings, Inc. (“WHEH”) and, inclusive of its wholly owned subsidiaries World Health Energy, Inc. (“WHE”WHEH”) and FSC Solutions, Inc. (FSC), an online software solutions trading company.

WHE’s corporate offices are located(“FSC”). All intercompany balances and transactions have been eliminated in Aventura, Florida. WHEH is a holding company which owns algae tech and software companies/businesses the company does not have revenues yet but is planning on launching at least one product in the 3rd quarter. The Company is looking and needs to raise capital for its going concerns until it produces revenues.

WHE is planning to spinoff its businesses into subsidiary public companies.consolidation.

The accompanying unaudited condensed consolidatedinterim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial informationGenerally Accepted Accounting Principles (“GAAP”) in the United States of America (“U.S.”) as promulgated by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and with the instructions to Form 10-Qrules and Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of managementregulations of the Company,U.S. Securities and Exchange Commission (“SEC”). In our opinion, the accompanying unaudited interim condensed consolidated financial statements contain all the adjustments (which are of a normal recurring nature) necessary for a fair presentation. Operating results for the ninethree months ended September 30, 2017March 31, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. For further information, refer to the financial statements and the footnotes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the Securities and Exchange Commission.2019.

(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 normal and recurring adjustments, which are, in the opinion of management, necessary in order to make the financial statements not misleading.

(3) Significant Accounting Policies

 a)b) Use of Estimates

The preparation of financial statements in conformity with GAAPaccounting principles generally accepted in the United States 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 thosethese estimates. Significant estimates in the accompanying consolidated financial statements involved the valuation of construction in progress, depreciable life of the floating vessel, valuation of long lived assets, debt discounts, valuation of common stock issued as compensation and valuation allowance of deferred income tax assets.

b) Loss per share(3) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 September 30, 2017 or 2016.

c)a) Cash and Cash Equivalentscash equivalents

The Company considers all highly-liquid investmentshighly liquid securities with a maturityoriginal maturities of three months or less when purchasedacquired, to be cash equivalents. There wereWe had no financial instruments that qualified as cash equivalents at September 30, 2017 orMarch 31, 2019 and December 31, 2016.2018.

b) Related Party Transactions

d) Property & EquipmentAll transactions with related parties are in the normal course of operations and Depreciationare measured at the exchange amount.

WORLD HEALTH ENERGY HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

Property(3) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

c) Financial instruments 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. At September 30, 2017 and December 31, 2016 property and equipment, valued at $4,353, was fully depreciated.Fair value measurements

e) Revenue RecognitionASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments. ASC 825 also requires disclosures of the fair value of financial instruments. The carrying value of the Company’s current financial instruments, which include cash and cash equivalents, accounts payable and accrued liabilities approximates their fair values because of the short-term maturities of these instruments.

FASB ASC 820 “Fair Value Measurement” clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. It also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows:

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability.

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

d) Income Taxes

The Company plansuses the asset and liability method of ASC 740 to recognize revenueaccount for income taxes. Under this method, deferred income taxes are determined based 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.

f) Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amountstax basis of existing assets and liabilities and their respective tax bases. Additionally,reported amounts in the recognition ofconsolidated financial statements which will result in taxable or deductible amounts in 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 assetsyears and liabilities are measured using the currently 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.laws. A valuation allowance is provided to reduce net deferred tax assets to the amount that, based on available evidence, is more likely than not to be realized.

The Company follows the provisions of ASC 740-10, Accounting for Uncertain Income Tax Positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the portiontaxing authorities, while others are subject to uncertainty about the merits of the deferredposition taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax asset whenposition is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that somethe position will be sustained upon examination including the resolution of appeals or alllitigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the deferredbenefits associated with tax asset will notpositions taken that exceeds the amount measured as described above should be realized. In assessingreflected as a liability for unrecognized tax benefits in the realizability of the deferred tax assets, management considers the scheduled reversals of deferred tax liabilities, projected future taxable income,accompanying consolidated balance sheets along with any associated interest and tax planning strategies.

The Company’s income tax returns are subject to examination by tax authorities. Generally, the statute of limitations relatedpenalties that would be payable to the Company’s federal and state income tax return isthree 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.taxing authorities upon examination.

(4) Going ConcernWORLD HEALTH ENERGY HOLDINGS, INC.

The accompanyingNotes to Unaudited Condensed Consolidated Financial Statements

(3) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

d) Income Taxes,continued

As of March 31, 2019, the tax years 2018, 2017 and 2016 for the Company remain open for IRS audit. The Company has received no notice of audit or any notifications from the IRS for any of the open tax years.,

e) Net loss per share

Basic loss per share excludes dilution and is computed by dividing the loss attributable to stockholders by the weighted-average number of shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the Company. Diluted loss per share is computed by dividing the loss available to stockholders by the weighted average number of shares outstanding for the period and dilutive potential shares outstanding unless consideration of such dilutive potential shares would result in anti-dilution. There were no common stock equivalents at March 31, 2019 and December 31, 2018.

j) Lease

In February 2016, the FASB issued ASU 2016-02, “Leases” which, for operating leases, requires a lessee to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in its balance sheet. The standard also requires a lessee to recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, on a generally straight-line basis. The Company currently leases a virtual office on a month to month basis, therefore this ASU has no effect on our financial statements.

(4) LIQUIDITY AND GOING CONCERN CONSIDERATIONS

Our financial statements have been prepared assuming thaton a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company willsustained a net loss of approximately $5,000 for the three months ended March 31, 2019 and has an accumulated deficit of approximately $25,654,000 and a negative working capital of approximately $366,000 at March 31, 2019. These conditions raise substantial doubt about our ability to continue as a going concern. The Company’s

Failure to successfully develop operations and revenues could harm our profitability and materially adversely affect our financial positioncondition and results of operations. We face all of the risks inherent in a new business, including the need for significant additional capital, management’s potential underestimation of initial and ongoing costs, and potential delays and other problems in connection with establishing our planned operations.

We are continuing our plan to further grow and expand restaurant operations and seek sources of capital to pay our contractual obligations as they come due. Management believes that its current operating results raise substantial doubt aboutstrategy will provide the Company’s abilityopportunity for us to continue as a going concern as reflected by the net losses of $26,165,227 accumulated through September 30, 2017.long as we are able to obtain additional financing; however, there is no assurance this will occur. The Condensed Consolidated Financial Statementsaccompanying financial statements do not include any adjustments that might be necessary if the Company iswe are 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 accountingindependent auditors’ report on our consolidated financial statements for the difference between income taxes computed at the federal statutory rate and the provision for income taxes for the ninemonthsyear ended September 30, 2017 and 2016 areDecember 31, 2018 contained an explanatory paragraph expressing substantial doubt as follows:to our ability to continue as a going concern.

WORLD HEALTH ENERGY HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

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.

(5)DUE TO RELATED PARTIES

At September 30, 2017Certain stockholders and officers paid expenses of the Company and were reimbursed funds during the year. The net amount due to related parties was $276,905 and $266,608 at March 31, 2019 and December 31, 2016, the Company’s only significant deferred income tax asset was a cumulative net tax operating loss of approximately $23 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 at September 30, 2017 and December 31. 2016. The net operating losses began to expire in 2006 and generally are available for 20 years from the date incurred.2018, respectively.

(6) Related Parties(6)STOCKHOLDERS’ DEFICIT

At September 30, 2017March 31, 2019 and December 31, 2016,2018, the Company had $120,000has 110,000,000,000 shares of par value $0.0007 common stock authorized and $59,157, respectively, included in Due to affiliates in89,789,407,996 shares issued and outstanding. At March 31, 2019 and December 31, 2018, 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 bearingCompany has 10,000,000 shares of par value $0.0007 preferred stock and due upon demand.2,500,000 shares issued and outstanding.

(7)COMMITMENTS AND CONTINGENCIES

At September 30, 2017 and December 31, 2016, the Company had $364,481 and $280,336, 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.a) Legal Matters

At September 30, 2017 and December 31, 2016, the Company had $64,000 includedFrom time to time, we may be involved in Duelitigation relating to affiliatesclaims arising out of our operations 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.

At September 30, 2017 and December 31, 2016, the Company had $0 and $117,598, respectively, 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.

At September 30, 2017 and December 31, 2016, the Company had $76,263 and $48,491, 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.

At September 30, 2017 and December 31, 2016, 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 2015. The amounts are non-interest bearing and due upon demand.

(7) Convertible Note Payable

During 2015, the Company issued 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 final Quarter of 2017.

(8) Commitments & Contingencies

During the normal course of business,business. As of March 31, 2019, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the Company may be exposed to litigation. In the event the Company were to become awareresults 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. At September 30, 2017, the Company is not aware of any contingent liabilities that should be reflected in the accompanying Condensed Consolidated Financial Statements.our operations.

ITEM 2. MANAGEMENT'S

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Note Regarding Forward-Looking Information and Factors That May Affect Future Results

This Quarterly Report on Form 10-Q contains forward-looking statements regarding our business, financial condition, results of operations and prospects. The Securities and Exchange Commission (the “SEC”) encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This Quarterly Report on Form 10-Q and other written and oral statements that we make from time to time contain such forward-looking statements that set out anticipated results based on management’s plans and assumptions regarding future events or performance. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance or results of current and anticipated sales efforts, expenses, the outcome of contingencies, such as legal proceedings, and financial results.

We caution that these factors could cause our actual results of operations and financial condition to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

The following discussion and analysis should be read in conjunction with our Financial Statementsunaudited financial statements and Notes thereto appearingthe related notes that appear elsewhere in this Quarterly Report on Form 10-Q as well as our other SEC filings.10-Q.

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“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 hasopportunities. The Company previously acquired all of the issued and outstanding shares of common stock of our wholly owned subsidiary World Health.Health Energy Inc. (“World Health”) in January of 2007. 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.

Company Overview

World Health Energy Holdings, Inc.(“we” “us” “our” the “Company” or “WHEH” or “WHEN”) was incorporated on May 21, 1986 in the state of Delaware. WHEH is a diversified energy, health, and security technology company with corporate offices that are located in Boca Raton, Florida and Ramat Gan, Israel.

WHEH is a holding company which owns an algae-tech business and various software technology businesses. The company does not have revenues yet but is planning on launching its products in the near future. The Company is actively looking and needs to raise capital for its going concerns until it produces revenues. WHEH’s eventual plan is to spin-off its businesses into subsidiary public companies. However, there can be no assurance that the foregoing can occur as planned, or at all.

During the year ended December 31, 2014 up until our July 1, 2015 acquisition of FSC Solutions, Inc. (“FSC”) the Company’s primary focus was the production of algae using their proprietary GB3000 growth system. The system quickly and efficiently grows algae for the production of biofuels and food protein. We also sought to produce and market high-quality, low-cost B100 biodiesel. Though, we believe that the Company has been successful in demonstrating the effectiveness of the GB3000 system on a small-scale the Company has not yet been able to raise the necessary capital to implement their technologies on a commercial scale. The Company continues to pursue all available options for raising the necessary capital in addition to exploring alternative revenue sources including joint ventures and mergers with existing Green Energy organizations.

FSC Solutions, Inc. On June 26, 2015, we entered into a Stock Purchase Agreement (the “Agreement”) with FSC and its shareholders which included Uri Tadelis, our former Chief Executive Officer and Director and our former Directors Chaim J. Lieberman and Gal Levy. The Agreement was effective as of July 1, 2015 which served as the closing date for the acquisition. Pursuant to the terms of the Agreement, we acquired all of the capital stock of FSC in exchange for the issuance of 70 billion shares of our unregistered common stock with the possibility of the issuance of an additional 130 Billion common shares upon FSC meeting certain milestones as outlined in the Agreement. Upon completion of the acquisition of FSC, we intended to employ FSC’s software and trading platform to enter the on-line trading industry. Subsequent to the completion of the acquisition, we determined that FSC did not have control over the trading platform and software we expected to acquire and operate. Consequently, we never commenced operations of this business and we are in discussions with the non-management sellers of FSC to resolve this issue that arose after closing and are evaluating our alternatives.

Amid Financial Centre, Ltd. On March 13, 2016, FSC entered into a Stock Purchase Agreement (the “Amid Purchase Agreement”) with Natalie Stock, Ltd. for the purchase of all of the outstanding shares of Amid Financial Centre, Ltd. (“Amid”), a Mauritius Company that operates as a broker-dealer. During the first quarter of 2016, an initial deposit of $20,000 was made as part of the Amid Purchase Agreement. Prior to December 31, 2016, we elected to terminate the Amid Purchase Agreement, and, as a result the $20,000 deposit was written off as an expense in 2016.

UCG, Inc. On October 23, 2017, the Company entered into definitive agreements (collectively the “Agreements”) to buy 70% of UCG INC, with each of Gaya Anastasia Rozensweig, one of the Company’s current directors and Giora Rozensweig, the Company’s current Interim Chief Executive Officer, as JTWRS (jointly “Gaya”), Uri Tadelis, the Company’s former Chief Executive Officer and a former director (“Uri”) and Chaim Lieberman, a former Company shareholder and former director (“Chaim;” collectively, the “Shareholders” and each a Shareholder), pursuant to which the Company agreed to issue to the Shareholders an aggregate of six billion shares (the “Initial Share Issuance”) of the Company’s common stock, 0.0007 per share (the “Common Stock”), to be allocated equally among the Shareholders, in exchange for holdings of outstanding shares of UCG Inc., a newly formed Florida corporation (“UCG”), the outstanding shares of which are held by the Shareholders (in equal measure), representing in the aggregate 70% of the outstanding capital of UCG. UCG is engaged in Software development and following the transaction, it was planned that UCG was to become a majority owned subsidiary of the Company. Prior to the Agreements being closed or implemented, Chaim Lieberman, a former Shareholder and Director, passed away and Uri Tadelis, the Company’s former Chief Executive Officer, resigned from all positions with the Company. Subsequently, all outstanding shares of UCG reverted back to Gaya. As of this date, the Agreements have not closed but continue to be reviewed and revised. The anticipated closing date is expected prior to year-end 2019. However, there can be no assurance that the foregoing can occur as planned or at all.

We are currently exploring our alternatives as it relates to the acquisition of FSC and the development of other technologies and websites that we control.

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.

Comparison of Operating Results for the Three and Nine MonthsQuarter Ended September 30, 2017March 31, 2019 to the Three and Nine MonthsQuarter Ended September 30, 2016March 31, 2018

Revenues

Revenues for the three and nine month periods ended September 30, 2017March 31, 2019 and 20162018 were $0.

Operating Expenses

Operating Expenses

Operatingexpenses for the three and nine month periods endedSeptember 30, 2017period ended March 31, 2019 were $22,015 and $44,821compared$5,114 compared to $8,528 and $124,754for$3,218 for the three and nine month periods endedSeptember 30, 2016.Theperiod ended March 31, 2018. The reason for the decreaseincrease is due to there being a decreasean increase in the activities of the Company during the period, in particular relating to the consultingconsultancy and other professional fees involved in the development of software in the corresponding period in the previous year.fees.

We recorded a net operating loss for the three and nine month periodsperiod ended September 30, 2017March 31, 2019 of $22,015 and $44,821compared$5,114 compared to $8,528 and $124,754$3,218 for the three month period ended March 31, 2018.

Net Loss and nine month periods ended September 30, 2016.Net Loss Per Share

Our net loss and net loss per share was $5,114 and $0.00 for the three month period ended March 31, 2019, compared to a $3,218 and $0.00 per share for the three month period ended March 31, 2018.

Financial Condition, Liquidity and Capital Resources

At September 30, 2017, and DecemberMarch 31, 2016,2019, we had current and total assets of $3,000.$24,381. We had current and total liabilities of $880,401 as compared to $835,580,$390,651, at September 30, 2017, and DecemberMarch 31, 2016, respectively. The increase is primarily due to shareholder advances used to fund operations.2019.

At September 30, 2017,March 31, 2019, we had a working capital deficiency of $877,401as compared with a working capital deficiency of $832,580 at December 31, 2016.$366,270.

We need capital to sustain operations, and no assurance can be given that we will be able to obtain this capital on acceptable terms, if at all. In such an event, this may have a materially adverse effect on our business, operating results and financial condition. If the need arises, we may attempt to obtain funding through the use of various types of short term funding, loans or working capital financing arrangements from banks or financial institutions.

Going Concern

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 $26,165,227,$25,654,096, and a working capital deficiency of $877,401at September 30, 2017,$366,270 at March 31, 2019, and net loss from operations of $44,821$5,114 for the ninethree month period ended September 30, 2017.March 31, 2019. These conditions raise substantial doubt about our ability to continue as a going concern. The Condensed Consolidated Financial Statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

Critical Accounting Policies

Critical Accounting Policies

Use of EstimatesThe 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 estimatesandestimates 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 FASBASCFASB ASC 260-10-50,Earnings Per Share, which provides for calculation of "basic"“basic” and "diluted"“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, 2017March 31, 2019 or December 31, 2016.2018.

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

Off-Balance Sheet ArrangementsWe have not entered into any off-balance sheet arrangements during 20172019 and do not anticipate entering into any off-balance sheet arrangements during the next 12 months.

Not applicable.

Evaluation of Disclosure Controls and Procedures.

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'sWe maintain disclosure controls and procedures are effective. There have been no significant changes(as defined in Rule 13a-15(e) under 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 proceduresExchange Act) that are designed to ensure that information required to be disclosed by us in Company reports filed or submittedthat we file under the Exchange Act is recorded, processed, summarized and reported within the time periodsas specified in the Securities and Exchange Commission'sSEC’s rules and forms. Disclosure controlsforms and procedures include, without limitation, controls and procedures designed to ensure that such information required to be disclosed by us in Company reports filedthat we file under the Exchange Act is accumulated and communicated to our management, including the Company'sour Interim Chief Executive Officer, and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure. Management, with the participation of our Interim Chief Executive Officer, performed an evaluation of the effectiveness of our disclosure controls and procedures as of March 31, 2019. Based on that evaluation, our management, including our Interim Chief Executive Officer, concluded that our disclosure controls and procedures were not effective as of March 31, 2019.

We expect to be materially dependent upon third parties to provide us with accounting consulting services for the foreseeable future which we believe mitigates the impact of the material weaknesses discussed above. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP and establish an audit committee and implement internal controls and procedures, there are no assurances that the material weaknesses and significant deficiencies in our disclosure controls and procedures will not result in errors in our financial statements which could lead to a restatement of those financial statements.

Our management, including our Interim Chief Executive Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

Changes in Internal Controls over Financial Reporting.

There have been no changes in our internal control over financial reporting during the last fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1 LEGAL PROCEEDINGSWe are not currently a party to any lawsuit or proceeding which, in the opinion of management, is likely to have a material adverse effect on us or our business.

None

Not applicable for smaller reporting companies.

ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSNone.

None

ITEM 3 DEFAULTS UPON SENIOR SECURITIESNone.

None

Not applicable.

ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5 OTHER INFORMATIONNone.

None

ITEM 6 EXHIBITSExhibits

______________

* Filedfiled 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

SIGNATURES

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

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