UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10/A
Amendment No. 2
GENERAL
FORM FOR REGISTRATION OF SECURITIES
Pursuant
to Section 12(b) or (g) of
The
Securities Exchange Act of 1934
Global
Wholehealth Partners Corporation
(Exact name of registrant as specified in its
charter)
Nevada
(State or other jurisdiction of incorporation
or organization)
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46-2316220
(I.R.S. Employer Identification No.)
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2227 Avenida Oliva
San Clemente, California
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(Address of principal executive offices)
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(Zip Code)
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(714) 392-9752
(Registrant’s telephone number, including
area code)
Texas Jack Oil & Gas Corporation
3651 Lindell Road, Suite D410
Las Vegas, NV 89103
(Former name, former address and former fiscal year)
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With Copies to:
LAW OFFICES OF DANIEL KING
Attn: Daniel King, Esq.
3435 Wilshire Blvd Ste 1111
Los Angeles, CA 90010
Tel: 213-880-2723
Contact:
Charles Strongo: Tel:
(714) 392-9752/Email: cstrongo@gmail.com
Securities to be registered pursuant to Section
12(b) of the Act: None.
Securities to be registered pursuant to Section
12(g) of the Act:
COMMON STOCK, $0.001 par value per share
(Title of class)
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer
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[ ]
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Accelerated Filer
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[ ]
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Non-Accelerated Filer
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[ ]
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Smaller reporting company
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[X]
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Emerging growth company
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[ ]
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If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
EXPLANATORY NOTE
Global Wholehealth Partners
Corporation is filing this General Form for Registration of Securities on Form 10, which we refer to as the Registration Statement,
to register its shares of common stock, par value $0.001 per share, pursuant to Section 12(g) of the Securities Exchange Act of
1934, as amended, or the Exchange Act. Unless otherwise mentioned or unless the context requires otherwise, when used in this Registration
Statement, the terms “Save Foods,” “Company,” “we,” “us,” and “our”
refer to Global Wholehealth Partners Corporation.
FORWARD-LOOKING STATEMENTS
Certain information included or incorporated
by reference in this Registration Statement on Form 10 may be deemed to be “forward-looking statements”.
Forward-looking statements are often characterized by the use of forward-looking terminology such as “may,” “will,”
“expect,” “anticipate,” “estimate,” “continue,” “believe,” “should,”
“intend,” “project” or other similar words, but are not the only way these statements are identified. These
forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, statements
that contain projections of results of operations or of financial condition, statements relating to the research, development and
use of our products, and all statements (other than statements of historical facts) that address activities, events or developments
that we intend, expect, project, believe or anticipate will or may occur in the future. Forward-looking statements are not guarantees
of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on assumptions
and assessments made by our management in light of their experience and their perception of historical trends, current conditions,
expected future developments and other factors they believe to be appropriate. Readers are urged to carefully review and consider
the various disclosures made throughout this Registration Statement, which are designed to advise interested parties of the risks
and factors that may affect our business, financial condition, results of operations and prospects. Any forward-looking statements
in this annual report are made as of the date hereof, and we undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
WHERE YOU CAN FIND MORE INFORMATION ABOUT
US
When this Registration
Statement becomes effective, we will begin to file reports, proxy statements, information statements and other information with
the United States Securities and Exchange Commission, or the SEC. You may read and copy this information, for a copying fee, at
the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
more information on its Public Reference Room. Our SEC filings will also be available to the public from commercial document retrieval
services, and at the website maintained by the SEC at http://www.sec.gov.
Our Internet website
address is www.globalwholehealthpartnerscorp.com. Information contained on the website does not constitute part of
this Registration Statement. We have included our website address in this Registration Statement solely as a non-active reference.
When this Registration Statement is effective, we will make available, through a link to the SEC’s website, electronic copies
of the materials we file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on
Form 8-K and the Section 16 reports to be filed by our executive officers, directors and 10% stockholders and amendments to those
reports.
Global
Wholehealth Partners Corporation
Form
10
Table
of Contents
Item
1. Business
Background
Global WholeHealth Partners
Corporation (hereinafter the “Company”, “our”, “we” or “us”) was incorporated
on March 7, 2013in the State of Nevada under the name Texas Jack Oil and Gas Corp. On May 9, 2019, the Company amended its Articles
of Incorporation to effect a change of name to Global WholeHealth Partners Corporation to align the company name with its focus
on health care related development and products. The Company’s ticker symbol changed to GWHP.
The Company was originally
organized for the purpose of exploration of Oil and Gas. However, the Company was unable to establish an oil and gas concern and
was abandoned in 2016. On February 27, 2019, the Clark County District Court of Nevada appointed Barbara Bauman as custodian to
the Company. The custodian reestablished the Company in good standing.
On May 9, 2019, the Board
reverse split (1-for-500) the outstanding Common Shares of 58,172,000 to 116,358 shares.
On May 23, 2019, the
Company and LionsGate Funding Group LLC (“LionsGate”), owner of a majority of the Company’s outstanding common
stock as of May 23, 2019, entered into a Stock Sale and Purchase Agreement (the “SPA”). Pursuant the SPA, the Company
issued 56,000,000 shares of common stock to LionsGate in exchange for 100% of their interests in Global WholeHealth Partners Corp.,
a private Wyoming corporation incorporated on April 9, 2019 (“Global Private”). Global Private has an exclusive contract
with a supplier and a contract manufacturer with rights to sell rapid diagnostic tests pursuant to said exclusive contract, such
as the following 6 minute rapid whole blood Ebola Test, 6 minute whole blood Zika test, 8 minute whole blood rapid TB test and
75 plus other tests more than 40 which are FDA approved; see Note 6 to our consolidated financial statements for additional information
related to the SPA. As of September 30, 2019, Global WholeHealth Partners Corp. has not made any sales. The contract is with Discount
Diagnostics and filed as Exhibit 10.1 to this Form 10. If Global loses the exclusive contract, Global would have to find another
contract manufacture and it could cause damage to the potential sales of Global. The products are developed by contract manufactures
and in some cases, Global and its staff assist in the development.
The Company’s executive
offices are located in San Clemente, California with manufacturing, warehousing and laboratories in San Diego and Oceanside California.
Industry Overview
Our Business
The Company was founded
to develop, manufacture and market in vitro diagnostic (“IVD”) tests for over-the-counter (“OTC” or consumer),
or consumer-use and point-of-care (“POC” or professional) which includes hospitals, physicians’ offices and medical
clinics, including those within penal systems throughout the US and abroad. The Company currently manufactures and markets a range
of diagnostic test kits for consumer use through OTC sales, and for use by health care professionals, generally located at medical
clinics, physician offices and hospitals known POC, in the United States. These test kits are known as in vitro diagnostic test
kits or “IVD” products.
The Company believes, according
to publicly available sources, that the IVD industry is a multi-billion dollar industry that is increasing each year. This assessment
includes all laboratory hospital-based products, OTC devices, and rapid tests performed at the point-of-care. The Company believes
that the following factors can be attributed to the increase in overall need and use of IVD test kits: an aging baby-boomer population;
increasing healthcare costs; the ever-growing number of uninsured and under-insured in the U.S. and abroad; and a general increase
in consumer awareness, in part due to the wealth of information available on the Internet.
The concepts that
distinguish POC technology—operation simple enough for non-laboratory users; little or no maintenance requirement; and
rapid, reliable results—mean that it can be applied equally well in many non-clinical settings, such as the OTC market.
As advances in medical technology increasingly make it possible to diagnose diseases and physiological conditions from
ever-smaller amounts of body fluids, certain diseases and conditions that once required diagnosis by physicians and/or
medical technicians inside hospital emergency rooms, exam rooms/bedside studies, or private clinics, can now also be done by
inexpensive, easy-to-use diagnostic devices that consumers can use in the comfort and anonymity of their home. Today, the
average pharmacy, whether a privately owned neighborhood store, or chain owned, has become an outlet for selling IVD test
kits for in-home use.
All of the products we sell are manufactured
in an FDA Approved Facility in the USA. An FDA Approved facility is a facility that meets Good Manufacturing Practices (“GMP”)
with the FDA. The products that are not FDA approved to sell in the US are for export only and cannot be sold in the US. We
are not presently looking to file for FDA 510K for the non-FDA
The following are tests that we offer
for sale:
FDA Approved Over The Counter Tests
(OTC). We list 56 unique tests as follows:
Our Core Products
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Pregnancy Cassette 7mm (Large)
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Pregnancy Cassette 5mm (Small)
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Pregnancy Combo Cassette
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Pregnancy Serum Cassette
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Pregnancy Strip / Dipstick 3.5mm
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Glucose Rapid No machine Required
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Amphetamine (AMP) Dipstick
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Barbiturate (BAR) Dipstick
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Benzodiazepine (BZD) Dipstick
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Marijuana (THC) Dipstick
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Methadone (MTD) Dipstick
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Methamphetamine (MET) Dipstick
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Phencyclidine (PCP) Dipstick
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Ecstasy (MDMA) Dipstick
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Tricyclic Antidepressant (TCA) Dipstick
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Oxycodone (OXY) Dipstick
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Amphetamine (AMP) Cassette
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Barbiturate (BAR) Cassette
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Benzodiazepine (BZD) Cassette
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Marijuana (THC) Cassette
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Methadone (MTD) Cassette
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Methamphetamine (MET) Cassette
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Phencyclidine (PCP) Cassette
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Ecstasy (MDMA) Cassette
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Tricyclic Antidepressant (TCA) Cassette
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2 Panel Multi-Drug Dipstick
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3 Panel Multi-Drug Dipstick
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4 Panel Multi-Drug Dipstick
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5 Panel Multi-Drug Dipstick
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6 Panel Multi-Drug Dipstick
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8 Panel Multi-Drug Dipstick
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10 Panel Multi-Drug Dipstick
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2 Panel Multi-Drug Cassette
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5 Panel Multi-Drug Cassette
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6 Panel Multi-Drug Cassette
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10 Panel Multi-Drug Cassette
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10 Panel Multi-Drug Cup
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The Following
Tests are FDA CLIA WAVED and Professional Approved.
Professional Approved means that only physicians
and medical professionals can administer the test and the test is generally not covered by insurance. Clinical Laboratory Improvement
Amendments (“CLIA”) which is defined as a test that can be carried out by medical professionals and has a low risk
of an incorrect result and is generally covered by insurance. We list 8 tests as follows:
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Influenza A & B Combo Cassette
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Fecal Occult Blood (FOB) Cassette
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The
Following Tests are FDA Approved for POC (Point Of Care) Professional Approval from FDA.
We
list 9 tests as follows:
There
several different types of combination of testing that can be done with the Urinalysis Reagent Strips. Urinalysis is
a test of your urine. A urinalysis is used to detect and manage a wide range of disorders, such as urinary
tract infections, kidney disease and diabetes. A urinalysis involves checking the appearance, concentration and content
of urine. Mayo Clinic Oct 23, 2019.
Urinalysis
tests include the following: 1.Glucose: This test is based on a double sequential enzyme reaction. One enzyme,
glucose oxidase, catalyzes the formation of gluconic acid and hydrogen peroxide from the oxidation of glucose. A second
enzyme, peroxidase, catalyzes the reaction of hydrogen peroxide with potassium iodide chromogen to oxidize the chromogen to
colors ranging from blue-green to greenish-brown through brown and dark brown. 2.Bilirubin: This test is based on
the coupling of bilirubin with a diazotized dichloroaniline in a strongly acid medium. The colors range from light tan
to reddish-brown. 3.Ketone: This test is based on the reaction of acetoacetic acid with sodium nitroprusside in
a strongly basic medium. The colors range from beige or buff-pink color for a “Negative” reading to pink
and pink-purple for a “Positive” reading. 4.Specific Gravity: This test is based on the apparent pKa
change of certain pretreated polyelectrolytes in relation to the ionic concentration. In the presence of an indicator, the
colors range from dark blue or blue-green in urine of low ionic concentration to green and yellow-green in urine of higher
ionic concentration. 5.Blood: This test is based on the pseudo peroxidase action of hemoglobin and erythrocytes
which catalyzes the reaction of 3,3’,5, 5’-tetramethyl-benzidine and buffered organic peroxide. The
resulting colors range from orange to yellow-green and dark green. Very high blood concentration may cause the color
development to continue to dark blue.6. pH: This test is based on the well known double pH indicator method, where
bromothymol blue and methyl red give distinguishable colors over the pH range of 5-9. The colors range from red-orange to
yellow and yellow-green to blue-green.7. Protein: This test is based on the protein error-of-indicator principle. At a
constant pH, the development of any green color is due to the presence of protein. Colors range from yellow for
a “Negative” reaction to yellow-green and green to blue-green for a “Positive”
reaction. 8.Urobilinogen: This test is based on a modified Ehrlich reaction in which p-diethylamino benzaldehyde
reacts with urobilinogen in a strongly acid medium. Colors range from light pink to bright magenta. 9.Nitrite: This
test depends on the conversion of nitrate to nitrite by the action of Gram-negative bacteria in the urine. The nitrite reacts
with p-arsanilic acid to form a diazonium compound in an acid medium. The diazonium compound in turn couples with
1,2,3,4- tetrahydro benzo(h) quinoline to produce a pink color.10. Leukocytes: This test is based on the action of
esterase present in leukocytes, which catalyzes the hydrolysis of an indoxyl ester derivative. The indoxyl ester liberated
reacts with a diazonium salt to produce a beige-pink to purple color. 11.Ascorbic Acid: This test is based on the
action of a complex chelating agent with a polyvalent metal ion in its higher state and an indicator dye that can react with
the metal ion.
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Urinalysis
Reagent Strip 1 Test: 1 - Parameter
URS-1A | Ascorbic Acid
URS-1K | Ketone
URS-1P | Protein
URS-1B | Blood
URS-1G | Glucose
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Urinalysis Reagent Strip 6 Test:
6-Parameter.Any combination
Blood - Ketone - Glucose - Protein - pH
URS-OBGYN | Leukocyte - Nitrite - Blood - Protein - Glucose
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Urinalysis Reagent Strip 8 Test:
Any 8 combination
URS-11Tests | Leu - Nit - Uro - Pro - pH - Blo - SG - Ket - Bil - Glu - Asc Acid
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Urinalysis Reagent Strip 10 Test:
Any 10 combination
URS-11 Tests | Leu - Nit - Uro - Pro - pH - Blo - SG - Ket - Bil - Glu - Asc Acid
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Urinalysis Reagent Strip 11 Test:
All 11 tests
URS-11 Tests | Leu - Nit - Uro - Pro -
pH - Blo - SG - Ket - Bil - Glu - Asc Acid
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Cholesterol PROFESSIONAL FDA
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Troponin I Cassette (S) FDA
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Troponin I Cassette (WB) FDA
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HIV 1/2 Cassette FDA APPROVED
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The Following Tests are NOT FDA Approved
to sell in the US, but can be sold for export only:
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TB Cassette (tuberculosis)
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Ebola PCR tests 6 tests per pack
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Zika Rapid Anti-Body Test (10,000 tests minimum order)
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HBsAG (Hepatitis B Antigen) Cassette
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Hep B Antibody Cassette
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HCV (Hepatitis C) Cassette
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HSV-1 (Herpes Simplex Virus 1) Cassette
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HSV-2 (Herpes Simplex Virus 2) Cassette
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Chlamydia Cassette SWAB TEST M or F
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CANCER MARKERS: NOT FDA APPROVED
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Fecal Occult Blood (FOB) Cassette
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HEART MAKERS: NOT FDA APPROVED
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Myoglobin/Troponin Combo Cassette
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CRP: C Reactive Protein Cassette
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My/CK-MB/Tri Combo Cassette
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OTHER: NOT FDA APPROVED
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TSH Adult Cassette (thyroid)
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TSH Neonatal Cassette (thyroid)
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Industry
The use of
diagnostics in quality measures often is supported by clinical practice guidelines. Of all quality measures in HEDIS (The Healthcare
Effectiveness Data and Information Set (“HEDIS”) is a widely used set of performance measures in the managed
care industry, developed and maintained by the National Committee for Quality Assurance (“NCQA”) and NQMC (The
National Quality Measures Clearinghouse (“NQMC”), we identified guidelines specifically recommending diagnostic
use in the NGC for 61.5% of those in HEDIS and 78.5% of those in the NQMC.
Of course,
the development of measures for HEDIS, NQMC and other quality assessment initiatives is a relatively new process and represents
only a sample of evidence-based use of diagnostics. Nevertheless, this analysis conveys the essential role of diagnostics in health
care quality. Further, the incorporation of diagnostics into quality measures serves as a benchmark for assessing underuse of diagnostics
and the health and economic impact of such underuse.
In its annual
report on the state of health care quality in the US, NCQA assessed the impact of under-compliance with HEDIS measures, including
those pertaining to diagnostics, on avoidable adverse health events, deaths and costs. Figure 7.7 below shows these impact ts for
measures pertaining to diagnostics used in breast cancer detection, cholesterol management, colorectal cancer screening and diabetes
management.
Figure
7.7 Relationship between Application of Selected HEDIS Diagnostic Quality Measures and Avoidable Adverse Health Events, Deaths
and Costs
HEDIS Quality Measure
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Percent National Under-use in HEDIS Compliant Health Plans
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Estimated Annual Avoidable
Adverse Health Events
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Estimated
Annual Avoidable Deaths
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Estimated
Annual Avoidable Costs
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Breast cancer screening
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19.3%
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7,600 breast cancer
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600–1,000
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$ 48 million
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(biopsy, needle
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cases treated in Stage
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aspiration or
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IV due to late
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mammography)
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diagnosis
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Cholesterol management
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48.9
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14,600 major coronary events
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6,900–17,000
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$ 87 million
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Colorectal cancer
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51.9
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20,000 cases of
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4,200–6,300
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$191 million
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screening
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colorectal cancer
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(FOBT or colonoscopy)
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diagnosed/treated at a
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later stage
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Diabetes management
(HbA1c control)
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20.2
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14,000 heart attacks, strokes, or amputations
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4,300–9,600
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$573 million
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549
State of health care quality: industry trends and analysis. Washington, DC: National
Committee for Quality Trance, 2004.
These and other
findings of the 2004 NCQA report on the state of health care quality demonstrate the potential for evidence-based use of diagnostics
to improve health care quality and to avoid unnecessary adverse health events, deaths and costs. These studies are the most recent
and as time has passed, we all understand that the cost of Health Care has gone up dramatically and therefore the savings to the
health care industry is even greater than the studies show (See Figure 7.7 above).
Health care
increasingly is subject to demands for improved health and quality of life and constraints on the spending required to deliver
these improvements. In vitro diagnostics, henceforth in this report referred to as diagnostics, aid in responding to such
demands by enabling accurate detection of health risks and disease at earlier stages and improving treatment and disease management,
while diminishing subsequent health problems and their associated costs. Diagnostics serve a key role in the health value chain
by influencing the quality of patient care, health outcomes, and downstream resource requirements.
From consumer-friendly
at-home pregnancy and glucose monitoring tests to more complex automated laboratory-based systems, these tests are often first-line
health decision tools. While diagnostics comprise less than 5% of hospital costs and about 1.6% of all Medicare costs, their findings
influence as much as 60-70% of health care decision-making. The value of diagnostics accrues to not only clinicians and patients,
but to health care managers, third-party payers, and quality assurance organizations that use diagnostic performance to measure
and improve health care quality.
The following data have
been culled from various publicly available sources that the Company believes to be accurate but cannot guarantee it. The Company
has attempted to provide conservative statistics and believe that it is generally known that the market for IVD products is significant
and is continuing to grow.
The pregnancy test
is one of the primary home tests used in the world. The Company believes that approximately, 85,000 retail drug stores in the U.S.
are selling over $900 million of pregnancy tests alone and continues to increase annually. Presently, it knows of five major manufacturers
of this product.
The ovulation test
market is generally estimated at $51 million annually and is growing annually. Presently, the Company is aware of four major brand
companies that offer this test.
The glucose (diabetes)
whole blood test is used to test for abnormal glucose blood levels. A significant number of individuals are affected in the United
States with non-insulin dependent diabetes (Type II), many of whom are without knowledge of the disease. This disease, left untreated,
can cause cardiovascular disorders and cataracts. With the explosive growth of childhood obesity and general poorer health on Americans,
this test can saves thousands of lives.
As mentioned in the
table 7.7: Diabetes management: There are 14,000 heart attacks, strokes, or amputations; 4,300–9,600 Deaths, but
with Rapid Diagnostic Testing an annual avoidable cost of $573 million per year, and lives saved.
The Company’s most
recent OTC product is its colorectal test (colon disorders). The Company estimates the demand for this test to increase with awareness
of availability. It knows of only one other company that is currently offering this product. The colorectal Cancer screening tests
helps detect the possibility of cancer early and can saves thousands of lives and millions of dollars. Colorectal cancer screening
(FOBT) Fecal Occult Blood Test: 20,000 cases of colorectal cancer diagnosed/treated at a later stage and 4,200–6,300 deaths,
but with Rapid Diagnostic Testing an annual avoidable cost of $191 million per year and lives saved.
The Company’s cholesterol
OTC test and its cholesterol colorimetric POC test are available to test for abnormal levels of cholesterol in whole blood. There
is evidence that a high blood cholesterol level increases the risk of developing arteriosclerosis, and with it the risk of coronary
heart disease or stroke. This heart disease is the leading cause of death in the United States, as reported by the American Heart
Association. Estimated Annual Avoidable Adverse Health Events are estimated to be approximately 14,600 with estimated
annual avoidable deaths of approximately 6,900–17,000 from high Cholesterol. Rapid Diagnostic Tests taken by
this populations would save an estimated $87 million per year and lives saved.
The market for drugs-of-abuse
tests for the over-the-counter market is generally estimated to be one of the fastest growing markets of all IVD test products.
At present, the Company believes that many law enforcement and governmental agencies are using laboratory testing facilities and
must wait for results, often taking one week to ten days. The Company’s tests are completed onsite within ten minutes.
A significant number of
people are infected by the H-Pylori bacteria, which are associated with ulcers. The Company’s H-Pylori test for the POC is
one of its newest products.
All of the Company’s
diagnostic tests, over 90 products are available for international distribution. The Company believes that its tests are excellent
for distribution and use in underdeveloped countries because, unlike lab and other rapid diagnostic tests, its test kits do not
need refrigeration and can withstand extended periods of excessive heat.
Competition
Several companies
around the world carry similar products, typically comprised of approximately 10-30 different products. However,
we carry the largest line of products that we know of including over 100 products. As of September 30, 2019, Global
Wholehealth Partners Corp. has made no sales.
Marketing and Sales
The company plans on selling through large and
small distributors, giving the company the greatest opportunity to sell to a greater amount of people, doctors, hospitals, clinics
and governments.
Research and Development:
We are continuing to look for needs in the world
to create and work with our scientific team and science partners to make a rapid test for the newest diseases, such as ZIKA, EBOLA,
TB, and Malaria.
Employees
As of September
30, 2019, we have no full-time employees. Our CEO and CFO devote as much time as the Board of Directors determine is necessary
to carry out the affairs of the Company. Currently, the CEO and CFO devote approximately 30 and 10 hours per week, respectively,
to the Company. The Company utilizes independent contractors as needed.
Reports to Security Holders
This Form 10, or the
Registration Statement, is being filed by the Company on a voluntary basis in order to register our shares of common stock, par
value $0.001 per share, or Common Stock, pursuant to Section 12(g) of the Exchange Act. Once this Registration Statement becomes
effective, we will be subject to the requirements of Section 12(a) of the Exchange Act, including the rules and regulations promulgated
thereunder, which will require, among other things, that we file annual reports on Form 10-K, quarterly reports on Form 10-Q and
current reports on Form 8-K, and we will be required to comply with all other relevant obligations promulgated under the Exchange
Act as may be applicable to issuers filing registration statements pursuant to Section 12(g) of the Exchange Act.
We are not required to
file this Registration Statement pursuant to the Securities Act of 1933, as amended. This registration statement shall not constitute
an offer to sell, nor a solicitation of an offer to buy, our securities.
Item
1A. Risk Factors
You should carefully consider the following
risk factors and the other information included herein as well as the information included in other reports and filings made with
the SEC before purchasing our Common Stock. The following factors, as well as other factors affecting our operating results and
financial condition, could cause our actual future results and financial condition to differ materially from those projected. The
trading price of our Common Stock could decline due to any of these risks, and you may lose part or all of your investment.
Risks Related to Our Financial Condition
and Capital Requirements
We
have a history of operating losses and expect to incur additional losses in the future.
We
have sustained losses in recent years, which as of June 30, 2019, accumulated to $463,082, including an operating net loss of
$33,992 and $1,200 for the year ended June 30, 2019 and 2018, respectively. We are likely to continue to incur net losses as we
pursue our strategy, which is currently focused on developing our sales channels and distribution partnerships. Our losses have
had, and will continue to have, an adverse effect on our shareholders’ equity and working capital. Any failure to achieve
and maintain profitability would continue to have an adverse effect on our shareholders’ equity and working capital and
could result in a decline in our share price or cause us to cease operations. To date, the Company has not made any sales.
Also, our auditor has expressed substantial doubt as to company’s ability to continue as a going concern.
We will need significant additional capital,
which we may be unable to obtain.
Our capital requirements
have been and will continue to be significant. We will require additional funds to develop sales channels and market our products.
There can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all. In either of the
aforementioned situations, we may not be able to fully implement its growth plans.
Additional financings
that we may require in the future will dilute the percentage ownership interests of our stockholders and may adversely affect our
earnings and net book value per share. In addition, we may not be able to secure any such additional financing on terms acceptable
to us, if at all. Moreover, if we are unable to obtain such additional capital as discussed above, we will be required to stop
our operations, and will resume our activities, only after capital is raised.
Risks Related to Our Business, Industry
and Business Operations
Because
of the potential conflict of interest of Mr. Charles Strongo, Richard Johnson and Dr. Shujie Cui as being principles and officers
of WholeHealth Products, Inc, the potential conflict must not interfere with the sales of Global WholeHealth Partners Corp.
As officers of WholeHealth Products,
Inc., a potential conflict could potentially arise if WholeHealth Products, Inc. pursued the in vitro diagnostic business.
WholeHealth Products, Inc. was founded in 2013 and has had no sales to date. WholeHealth Products Inc. is currently contemplating
entering the business of providing medical supplies such as gloves, masks, gowns and disposables and does not intend to enter the
in vitro diagnostics business. However, should WholeHealth Products Inc. pursue business in the in vitro diagnostic business, a
conflict would arise that would require the resignation of either Mr. Strongo or Dr. Cui from their position as an officer of the
Company.
Because of our limited operating history,
we may not be able to successfully operate our business or execute our business plan.
In 2019, under our new
leadership team, we went through a strategy change, which shifted our focus from the energy business to selling our diagnostic
products. Given our limited operating history, it is hard to evaluate our proposed business and prospects. Our proposed business
operations will be subject to numerous risks, uncertainties, expenses and difficulties associated with early-stage enterprises.
Such risks include, but are not limited to, the following:
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the absence of a lengthy operating history;
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insufficient capital to fully realize our operating plan;
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expected continual losses for the foreseeable future;
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operating in multiple currencies;
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our ability to anticipate and adapt to a developing market(s);
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acceptance of our products;
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limited marketing experience;
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a competitive environment characterized by well-established and well-capitalized competitors;
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the ability to identify, attract and retain qualified personnel; and
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operating in an environment that is highly regulated by a number of agencies.
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Because we are subject
to these risks, evaluating our business may be difficult, our business strategy may be unsuccessful and we may be unable to address
such risks in a cost-effective manner, if at all. If we are unable to successfully address these risks our business could be harmed.
The commercial success of our products
as well as any future products depends upon the degree of market acceptance by the in-vitro diagnostics industry.
In order to achieve high
volume sales, and attain a leading market share, our products must not only be approved by regulators, but also endorsed by the
in-vitro diagnostics industry. Our success depends on our tests ability to accurately identify disease in a cost effective manner.
We are aware of this key factor and are focusing on rapid diagnostic tests that can save lives and save money. However, there remain
no assurances that we will succeed, nor is it clear how long it will take until we receive market recognition.
Any product that we bring
to the market may or may not gain market acceptance by prospect customers. The commercial success of our products and any future
product depends in part on the in-vitro diagnostic industry and our solutions as a useful and cost-effective option compared to
current and competing solutions. If our products or any future product do not achieve an adequate level of acceptance, we may not
generate significant product revenue and may not become profitable. The degree of market acceptance of our products will depend
on a number of factors, including:
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the cost, safety, efficacy, and convenience of our products;
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the acceptance of our products as a superior solution in the in-vitro diagnostic industry;
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the ability of third parties to enter into relationships with us without violating their existing agreements;
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the effectiveness of our sales and marketing efforts;
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the strength of marketing and distribution support for, and timing of market introduction of, competing products; and
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publicity concerning our products or competing products.
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Our
efforts to penetrate the in-vitro diagnostic industry and educate the marketplace on the benefits of our products may require significant
resources and may never be successful.
We may face significant competition from
other companies looking to expand their line of products
We expect to face significant
competition in every aspect of our business, and particularly from other companies that carry the same types of products.
We may be unable to respond effectively
to technological changes in our industry, which could reduce the demand for our products.
Our future business success
will depend upon our ability to maintain and enhance our product portfolio with respect to advances in technological improvements
for certain diagnostic products and market products that meet customer needs and market conditions in a cost-effective and timely
manner. Maintaining and enhancing our product portfolio may require significant investments in licensing fees and royalties. We
may not be successful in gaining access to new products that successfully compete or are able to anticipate customer needs and
preferences, and our customers may not accept one or more of our products. If we fail to keep pace with evolving technological
innovations or fail to modify our products and services in response to customers’ needs or preferences, then our business,
financial condition and results of operations could be adversely affected.
We currently rely on a limited number
of suppliers to produce certain key components of our products.
Global has partnered
with four suppliers and contract manufactures, which make 80% of the tests Global sells. Each manufacture covers approximately
20% of the products we market. The remaining 20% is manufactured by Dr. Shujie Cui at his facility in San Diego. Dr. Shujie Cui
is Global’s Chief Science Officer. In the event that one or all of our manufacturers is unable to provide us with product,
we would have to manufacture those products at the San Diego facility with Dr. Shujie Cui. This would cause a 3-4-month delay in
shipping, increase our costs by approximately 20% and have a material adverse effect on the profitability of the Company.
Additionally, if any
of our suppliers failed to comply with Current Good Manufacturing Practices, the Company would have to find new suppliers and the
price difference may be too much for the Company to remain competitive thereby having a potentially adverse impact on the Company’s
operations and profitability.
If we are unable to establish sales,
marketing and distribution capabilities or enter into successful relationships with third parties to perform these services, we
may not be successful in commercializing our products.
We have a limited sales
and marketing infrastructure and have limited experience in the sale, marketing or distribution of products. To achieve commercial
success for any product for which we have obtained marketing approval, we will need to establish a sales and marketing infrastructure
or to out-license our products.
In the future, we may
consider building a focused sales and marketing infrastructure to market our products in the United States or elsewhere in the
world. There are risks involved with establishing our own sales, marketing and distribution capabilities. For example, recruiting
and training a sales force could be expensive and time consuming and could delay any product launch. This may be costly, and our
investment would be lost if we cannot retain or reposition our sales and marketing personnel.
Factors that may inhibit
our efforts to commercialize our products on our own include:
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our inability to recruit, train and retain adequate numbers of effective sales and marketing personnel;
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the inability of sales personnel to obtain access to potential customers;
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the lack of complementary products to be offered by sales personnel, which may put us at a competitive disadvantage relative to companies with more extensive product lines; and
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unforeseen costs and expenses associated with creating an independent sales and marketing organization.
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If we are unable to establish
our own sales, marketing and distribution capabilities or enter into successful arrangements with third parties to perform these
services, our revenues and our profitability may be materially adversely affected.
In addition, we may not
be successful in entering into arrangements with third parties to sell, market and distribute our products inside or outside of
the United States or may be unable to do so on terms that are favorable to us. We likely will have little control over such third
parties, and any of them may fail to devote the necessary resources and attention to sell and market our products effectively.
If we do not establish sales, marketing and distribution capabilities successfully, either on our own or in collaboration with
third parties, we will not be successful in commercializing our product candidates.
Our success is dependent upon our ability
to achieve regulatory approvals in the U.S. and abroad.
We are subject to extensive
national, state and local government regulation. A critical key to our success and ability to expand our business is our ability
to obtain regulatory approvals in United States and in other countries for the use of our products. We do not anticipate any significant
problems in obtaining future required licenses, permits or approvals that are necessary to expand our business, however such registration
filling might take longer period than expected, and it might delay obtaining such regulatory approvals, or might cause delay in
starting operations on a large scale in these countries and other jurisdictions. Even though we carry several products that are
FDA approved for sale, we are continuing to work on getting more products through the FDA process of 510K.
There are inherent dangers in production
with specific reagents that can be considered dangerous, only if ingested.
Some of our products use reagents that are
considered dangerous if ingested.
Conditions in the global economy may
adversely affect our business, financial condition and results of operation.
Although demand for in-vitro
diagnostics is considered inelastic in developed economies, the in-vitro diagnostic industry that we sell to may be affected by
material changes in supply, market prices, exchange rates and general economic conditions. Delays or reductions in our customers’
purchasing or shifts to lower-cost alternatives that result from tighter economic market conditions would reduce demand for our
products and services and could, consequently, have a material adverse effect on our business, financial condition and results
of operations.
Our relationship with our employees could
deteriorate, and certain key employees could leave, which could adversely affect our business and results of operations.
Our business involves
complex operations and demands a management team to determine and implement of our strategy and workforce that is knowledgeable
and expert in many areas necessary for our operations. As a company focused on sales and research and development in the highly-specialized
in-vitro diagnostics industry, we rely on our ability to attract and retain skilled employees, consultants and contractors, including
our specialized research and development. As of June 30, 2019, we employed no full-time employees, and two part-time executives.
The departure of a significant number of our highly skilled employees, consultants or contractors or one or more employees who
hold key regional management positions could have an adverse impact on our operations, including customers choosing to follow a
regional manager to one of our competitors.
In addition, to
execute our growth plan we must attract and retain highly qualified personnel. Competition for these employees exists; new
members of management must have significant industry expertise when they join us or engage in significant training which, in
many cases, requires significant time before they achieve full productivity. If we fail to attract, train, retain, and
motivate our key personnel, our business and growth prospects could be severely harmed.
Furthermore, we are dependent
upon the managers to oversee our operations. Thus, there can be no assurance that the managers’ experience will be sufficient
to successfully achieve our business objectives. All decisions regarding the management of our affairs will be made exclusively
by our officers and directors. In the event these persons are ineffective, our business and results of operation would likely be
adversely affected.
Our operating results may fluctuate,
which makes our results difficult to predict and could cause our results to fall short of expectations.
Our operating results
may fluctuate as a result of a number of factors, many outside of our control. As a result, comparing our operating results on
a period-to-period basis may not be meaningful, and you should not rely on our past results as an indication of our future performance.
Our quarterly, year-to-date and annual expenses as a percentage of our revenues may differ significantly from our historical or
projected rates. Our operating results in future quarters may fall below expectations. Any of these events could cause our stock
price to fall. Each of the risk factors listed in the section Risk Factors, and the following factors may affect our operating
results:
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our ability to penetrate the in-vitro diagnostics industry with our products;
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our ability to generate revenue from our products;
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the amount and timing, of operating costs and capital expenditures related to the maintenance and expansion of our businesses, and operations;
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our focus on long-term goals over short-term results; and
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global economic situation; and
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Failure to comply
with anti-bribery, anti-corruption and anti-money laundering laws could subject us to penalties and other adverse consequences.
We
are subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended, or the FCPA, and other anticorruption, anti-bribery
and anti-money laundering laws in the jurisdictions in which we do business, both domestic and abroad. These laws generally prohibit
us and our employees from improperly influencing government officials or commercial parties in order to obtain or retain business,
direct business to any person or gain any advantage. The FCPA and other applicable anti-bribery and anti-corruption laws also may
hold us liable for acts of corruption and bribery committed by our third-party business partners, representatives and agents. In
addition to our own sales force, we leverage third parties to sell our products and conduct our business abroad. We and our third-party
business partners, representatives and agents may have direct or indirect interactions with officials and employees of government
agencies or state-owned or affiliated entities and we may be held liable for the corrupt or other illegal activities of these third-party
business partners and intermediaries, our employees, representatives, contractors, channel partners and agents, even if we do not
explicitly authorize such activities. These laws also require that we keep accurate books and records and maintain internal controls
and compliance procedures designed to prevent any such actions. While we have policies and procedures to address compliance with
such laws, we cannot assure you that our employees and agents will not take actions in violation of our policies or applicable
law, for which we may be ultimately held responsible and our exposure for violating these laws increases as our international presence
expands and as we increase sales and operations in foreign jurisdictions. Any violation of the FCPA or other applicable anti-bribery,
anti-corruption laws and anti-money laundering laws could result in whistleblower complaints, adverse media coverage, investigations,
imposition of significant legal fees, loss of export privileges, severe criminal or civil sanctions or suspension or debarment
from U.S. government contracts, substantial diversion of management’s attention, a decline in the market price of our Common
Stock or overall adverse consequences to our reputation and business, all of which may have an adverse effect on our results of
operations and financial condition.
Disruptions
to our information technology systems due to cyber-attacks or our failure to upgrade and adjust our information technology systems,
may materially impair our operations, hinder our growth and materially and adversely affect our business and results of operations.
We
believe that an appropriate information technology, or IT, infrastructure is important in order to support our daily operations
and the growth of our business. If we experience difficulties in implementing new or upgraded information systems or experience
significant system failures, or if we are unable to successfully modify our management information systems or respond to changes
in our business needs, we may not be able to effectively manage our business, and we may fail to meet our reporting obligations.
Additionally, if our current back-up storage arrangements and our disaster recovery plan are not operated as planned, we may not
be able to effectively recover our information system in the event of a crisis, which may materially and adversely affect our business
and results of operations.
In
the current environment, there are numerous and evolving risks to cybersecurity and privacy, including criminal hackers, hacktivists,
state-sponsored intrusions, industrial espionage, employee malfeasance and human or technological error. High-profile
security breaches at other companies and in government agencies have increased in recent years, and security industry experts and
government officials have warned about the risks of hackers and cyber-attacks targeting businesses such as ours. Computer hackers
and others routinely attempt to breach the security of technology products, services and systems, and to fraudulently induce employees,
customers, or others to disclose information or unwittingly provide access to systems or data. We can provide no assurance that
our current IT system or any updates or upgrades thereto and the current or future IT systems of our potential distributors use
or may use in the future, are fully protected against third-party intrusions, viruses, hacker attacks, information or data theft
or other similar threats. Legislative or regulatory action in these areas is also evolving, and we may be unable to adapt our IT
systems or to manage the IT systems of third parties to accommodate these changes. We have experienced and expect to continue to
experience actual or attempted cyber-attacks of our IT networks. Although none of these actual or attempted cyber-attacks has had
a material adverse impact on our operations or financial condition, we cannot guarantee that any such incidents will not have such
an impact in the future.
Risks Related to our Common Stock and Corporate
Governance
The market price of our securities may
be highly volatile.
The market price of our
Common Stock is likely to be volatile. Our Common Stock price could be subject to wide fluctuations in response to a variety of
factors, including the following:
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reports of adverse events with respect to the commercialization and distribution of our products;
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inability to obtain additional funding;
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failure to successfully sell our products;
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changes in laws or regulations applicable to future products;
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inability to obtain adequate product supply for our products or the inability to do so at acceptable prices;
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introduction of new products or technologies by our competitors;
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failure to meet or exceed financial projections we may provide to the public;
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failure to meet or exceed the financial expectations of the investment community;
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announcements of significant acquisitions, strategic partnerships, joint ventures or capital commitments by our competitors;
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additions or departures of key management personnel;
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significant lawsuits;
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changes in the market valuations of similar companies;
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sales of our securities by us or our shareholders in the future; and
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trading volumes of our securities.
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In addition,
companies trading in the stock market have experienced extreme price and volume fluctuations that have often been unrelated or
disproportionate to the operating performance of these companies. Broad market and industry factors may negatively affect the market
price of our Common Stock, regardless of our actual operating performance.
Sales of a substantial number of shares
of our Common Stock in the public market by our existing stockholders could cause our share price to fall.
Sales of a substantial
number of shares of our Common Stock in the public market, or the perception that these sales might occur, could depress the market
price of our Common Stock and could impair our ability to raise capital through the sale of additional equity securities. We are
unable to predict the effect that sales may have on the prevailing market price of our Common Stock.
Our principal stockholders, officers
and directors beneficially own approximately 61.84% of our outstanding shares of Common Stock. They will therefore be able to exert
significant control over matters submitted to our stockholder for approval.
As of June 30, 2019,
our principal stockholders, officers and directors beneficially own approximately 61.84% of our outstanding Common Stock. This
significant concentration of share ownership may adversely affect the trading price for our Common Stock because investors often
perceive disadvantages in owning shares in companies with controlling stockholders. As a result, these stockholders, if they acted
together, could significantly influence or even unilaterally approve matters
requiring approval by our stockholders, including the election of directors and the approval of mergers or other business combination
transactions. The interests of these stockholders may not always coincide with our interests or the interests of other stockholders.
We face risks related to compliance with
corporate governance laws and financial reporting standards.
The Sarbanes-Oxley Act
of 2002, as well as related new rules and regulations implemented by the Securities and Exchange Commission and the Public Company
Accounting Oversight Board, require changes in the corporate governance practices and financial reporting standards for public
companies. These new laws, rules and regulations, including compliance with Section 404 of the Sarbanes-Oxley Act of 2002 relating
to internal control over financial reporting, have materially increased the legal and financial compliance costs of small companies
and have made some activities more time-consuming and more burdensome.
We may not have effective internal controls.
In connection with Section
404 of the Sarbanes-Oxley Act of 2002, we need to assess the adequacy of our internal control, remedy any weaknesses that may be
identified, validate that controls are functioning as documented and implement a continuous reporting and improvement process for
internal controls. We may discover deficiencies that require us to improve our procedures, processes and systems in order to ensure
that our internal controls are adequate and effective and that we are in compliance with the requirements of Section 404 of the
Sarbanes-Oxley Act. If the deficiencies are not adequately addressed, or if we are unable to complete all of our testing and any
remediation in time for compliance with the requirements of Section 404 of the Sarbanes-Oxley Act and the SEC rules under it, we
would be unable to conclude that our internal controls over financial reporting are designed and operating effectively, which could
adversely affect investor confidence in our internal controls over financial reporting.
We may be subject to securities litigation,
which is expensive and could divert management attention.
In the past, companies
that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We
may be the target of this type of litigation in the future. Litigation of this type could result in substantial costs and diversion
of management’s attention and resources, which could seriously hurt our business. Any adverse determination in litigation
could also subject us to significant liabilities.
If securities or industry analysts do
not publish or cease publishing research or reports about us, our business or our market, or if they adversely change their recommendations
or publish negative reports regarding our business or our Common Stock, our stock price and trading volume could decline.
The trading market for
our Common Stock will be influenced by the research and reports that industry or securities analysts may publish
about us, our business, our market or our competitors. We do not have any control over these analysts and we cannot provide any
assurance that analysts will cover us or provide favorable coverage. If any of the analysts who may cover us adversely change their
recommendation regarding our shares, or provide more favorable relative recommendations about our competitors, our stock price
would likely decline. If any analyst who may cover us were to cease coverage of our company or fail to regularly publish reports
on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.
Our Common Stock are an illiquid investment
as there is presently limited market for our Common Stock, and transferability of our Common Stock is subject to significant restriction.
There is presently a
limited market for our Common Stock, and we cannot be certain that a public market will become available, or that there will be
sufficient liquidity to allow for sale or transferability of our Common Stock within the near future. Therefore, the purchase of
our Common Stock must be considered a long-term investment acceptable only for prospective investors who are willing and can afford
to accept and bear the substantial risk of the investment for an indefinite period of time. There is a limited public market for
the resale of our Common Stock. A prospective investor, therefore, may not be able to liquidate its investment, even in the event
of an emergency, and Common Stock may not be acceptable as collateral for a loan.
Because We May Be Subject To The “Penny Stock”
Rules, You May Have Difficulty In Selling Our Common Stock.
If market activity develops
for our common stock and our stock price is less than $5.00 per share, our stock may be subject to the SEC’s penny stock
rules. These rules impose additional sales practice requirements and restrictions on broker-dealers that sell our stock to persons
other than established customers and institutional accredited investors. The application of these rules may affect the ability
of broker-dealers to sell our common stock and may affect your ability to sell any common stock you may own. According to the SEC,
the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include:
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Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;
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Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;
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“Boiler room” practices involving high pressure sales tactics and unrealistic price projections by inexperienced salespersons;
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Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and
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The wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.
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If we are subject to
penny stock rules, you may have difficulty selling your shares of Common Stock. For more information about penny stocks, please
visit http://www.sec.gov/answers/penny.htm.
Item
2. Financial Information.
Management’s Discussion and Analysis
of Financial Condition and Results of Operations.
The following Management’s
Discussion and Analysis (“MD&A”) is intended to help the reader understand the consolidated results of operations
and financial condition of Global WholeHealth Partners Corporation. The MD&A is provided as a supplement to, and should be
read in conjunction with the consolidated financial statements and the accompanying notes to the consolidated financial statements
included in this Form 10.
Our discussion and analysis
of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated
financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses
and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various
other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments
about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ
from these estimates under different assumptions or conditions.
Plan of Operation
We are a small company
that focuses on selling and developing in-vitro diagnostic products, including rapid diagnostic tests, such as the 6 minute rapid
whole blood Ebola Test, 6 minute whole blood Zika test, 8 minute whole blood rapid TB test and 75 plus other tests more than 40
which are FDA approved.
Results of Operations
Year ended June 30, 2019 compared to the year ended June 30,
2018
Revenue
To date the Company has
not generated revenue.
Total Operating Expenses
Total operating expenses
for the year ended June 30, 2019 increased $32,792 from $1,200 during the year ended June 30, 2018 compared to $33,992 during the
year ended June 30, 2019. The increase was due to increased professional and management fees incurred in furtherance of the Company’s
business plan.
Other Income
Other income increased
from $0 during the year ended June 30, 2018 to $3,125 during the year ended June 30, 2019 due to the forgiveness of certain costs
paid on behalf of the Company by its former CEO who provided the Company with a release.
Liquidity and Capital Resources
As of June 30, 2019 and
2018, our assets consisted of $19,918 in cash compared to current liabilities of $100. From inception to June 30, 2019, we have
incurred an accumulated deficit of $463,082. This loss has been incurred through a combination of professional fees and personnel
costs supporting our plans to develop our business. During the years ended June 30, 2019 and 2018, the Company had no revenue and
incurred a loss from operations of $33,992 and $1,200, respectively. The Company has incurred losses since inception and may not
be able to generate sufficient net revenue from its business in the future to achieve or sustain profitability. To finance our
operations, we are currently pursuing additional funds through equity or debt financing or a combination thereof. The Company currently
has no commitments to obtain any such financing, and there can be no assurance that financing will be available in amounts or on
terms acceptable to the Company, if at all.
Operating Activities
Net cash used in operating
activities totaled $182 for the year ended June 30, 2019 as compared to $0 for the year ended June 30, 2018. The $182 increase
was the result of bank service fees.
Financing Activities
Net cash provided by financing
activities totaled $20,100 for the year ended June 30, 2019, compared to $0 for the year ended June 30, 2018. During the year ended
June 30, 2019, Global Private received proceeds of $20,100 for the purchase of stock.
Going Concern Consideration
The Company's consolidated
financial statements are prepared using generally accepted accounting principles in the United States of America applicable to
a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The
Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue
as a going concern.
As of June 30, 2019, we
had $19,918 of cash and no assets. Management recognizes that in order for us to meet our capital requirements, and continue to
operate, additional financing will be necessary. We expect to raise additional funds through private or public equity investment
in order to expand the range and scope of our business operations. We will seek access to private or public equity but there is
no assurance that such additional funds will be available for us to finance our operations on acceptable terms, if at all. If we
are unable to raise additional capital or generate positive cash flow, it is unlikely that we will be able to continue as a going
concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Contractual Obligations
None.
Off-Balance Sheet Arrangements
We do not have
any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources
that are material to investors.
Critical Accounting Policies
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 the disclosure of contingent assets and
liabilities of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
The Notes to the Consolidated Financial Statements describes the significant accounting policies and methods used in the preparation
of the Consolidated Financial Statements. Estimates are used for, but not limited to, contingencies and taxes. Actual results could
differ materially from those estimates.
New Accounting Pronouncements
For
a discussion of new accounting pronouncements see Note 2, Summary of Significant Accounting Policies, of the condensed consolidated
financial statements appearing elsewhere in this Registration Statement on Form 10.
Item 3. Properties
The Company has no principal plants and does
not lease office space.
Item 4. Security Ownership
of Certain Beneficial Owners and Management
The following table sets
forth certain information as of the date of this report by (i) all persons who are known by us to beneficially own more than 5%
of our outstanding shares of common stock, (ii) each director, director nominee, and Named Executive Officer; and (iii) all executive
officers and directors as a group:
Name and Address of Beneficial Owner (1)
|
Number of shares Beneficially Owned
(2)
|
Percent of Class Owned (2)
|
Directors and Officers
|
|
|
Charles Strongo
|
4,303,700
|
7.67%
|
Richard Johnson
|
4,840,000
|
8.62%
|
Sara P. Gonzales
|
3,750,000
|
6.68%
|
Rene Alvarez
|
3,777,575
|
6.73%
|
Dr. Scott Ford
|
417,334
|
*
|
Dr. Shuijie Cui
|
2,775,000
|
4.95%
|
Wolfgang Groeters
|
2,030,000
|
3.62%
|
All Directors and Officers as a Group
|
21,893,609
|
39.01%
|
|
|
|
5% shareholders
|
|
|
Linosgate Funding Group, LLC (3)
|
4,303,700
|
7.67%
|
Charles Strongo
|
4,303,700
|
7.67%
|
Richard Johnson
|
4,840,000
|
8.62%
|
Sara P. Gonzales
|
3,750,000
|
6.68%
|
Rene Alvarez
|
3,777,575
|
6.73%
|
|
|
|
5% shareholders as a group
|
20,974,975
|
37.38%
|
Total Directors and Officers and 5% shareholders
|
26,197,309
|
46.68%
|
* less than 1%
|
|
|
(1) Beneficial ownership is determined
in accordance with SEC rules and generally includes voting or investment power with respect to securities. Each of the beneficial
owners listed above has direct ownership of and sole voting power and investment power with respect to the shares of our common
stock and except as indicated the address of each beneficial owner is 3651 Lindell Road, Suite D410, Las Vegas, NV 89103
(2) Calculated pursuant to rule
13d-3(d) of the Exchange Act. Beneficial ownership is calculated based on 56,116,358 shares of common stock issued and outstanding
on a fully diluted basis as of August 29, 2019. Under Rule 13d-3(d) of the Exchange Act, shares not outstanding which are subject
to options, warrants, rights or conversion privileges exercisable within 60 days are deemed outstanding for the purpose of calculating
the number and percentage owned by such person, but are not deemed outstanding for the purpose of calculating the percentage owned
by each other person listed. All the share amounts listed represent common stock held. No derivatives are outstanding as the hate
hereof.
(3) Sara
P. Gonzales is the Managing Member of LinosGate Funding Group, LLC. As such each of LinosGate Funding Group and Sara P. Gonzales
may be deemed to have beneficial ownership of the shares owned by LinosGate Funding Group, LLC.
Item 5. Directors and
Executive Officers
The following table sets
forth the names and ages of all of our directors and executive officers as of the date of this report. We have a Board comprised
of two members. Each director holds office until a successor is duly elected or appointed. Executive officers serve at the discretion
of the Board and are appointed by the Board. Also provided herein are brief descriptions of the business experience of each of
the directors and officers during the past five years, and an indication of directorships held by each director in other companies
subject to the reporting requirements under the Federal securities law.
Name
|
|
Age
|
|
Current Position With Us
|
|
Director or Officer Since
|
Charles Strongo
|
|
55
|
|
CEO, President and Chairman
|
|
August 1, 2019
|
Richard Johnson
|
|
85
|
|
CFO, Treasurer and Director
|
|
August 1, 2019
|
Sara P. Gonzales
|
|
46
|
|
Secretary
|
|
May 6, 2019
|
Rene Alvarez
|
|
81
|
|
Director
|
|
August 1, 2019
|
Dr. Scott Ford
|
|
66
|
|
Director
|
|
August 1, 2019
|
Dr. Shuijie Cui
|
|
55
|
|
Chief Science Officer and Director
|
|
August 1, 2019
|
Wolfgang Groeters
|
|
84
|
|
Director
|
|
August 1, 2019
|
Former Officers and Directors
Joseph Arcaro, CEO, President
and Director from March 9, 2019 to May 6, 2019.
Barbara Bauman was appointed
Custodian of the Company on February 27, 2019 by the Clark County District Court of Nevada. Mrs. Bauman was appointed President,
Secretary, Treasurer and Director on February 27, 2019 and resigned as President on March 9, 2019 but maintained her positions
as Secretary, Treasurer and Director until May 6, 2019.
Sara P. Gonzales, CEO,
President, Secretary, Treasurer and Director since May 6, 2019 through August 1, 2019 resigned all position except for Secretary
on August 1, 2019 maintaining the position of Secretary.
Lai Kah Yin became the
Sole officer (President, Treasurer and Secretary) and sole Director on April 30, 2017 upon the resignation of by Seng Kok Wan of
Malaysia from the position of sole officer and sole Director. Lai Kah Yin was effectively replaced as a result of the custodianship
granted by the Nevada Courts on February 27, 2019.
Biographical Information
Set forth below are the
names of all of our directors and executive officers, all positions and offices held by each person, the period during which each
has served as such, and the principal occupations and employment of such persons during at least the last five years, and other
director positions held currently or during the last five years:
Current Directors and Officers
Charles Strongo, MBA.
Mr. Strongo has 30 years’ experience in business management and operations. Mr. Strongo has been in the in vitro
diagnostic business for the past Twenty-Four years, having begun in 1995, the beginning of the “over-the counter”
in-vitro diagnostic industry and has managed annual budgets exceeding $500 million. Mr. Strongo is the CEO and Chairman of WholeHealth
Products Inc. from 2013 to present. WholeHealth Products Inc. has no sales and is contemplating entering the business of providing
medical supplies such as gloves, masks, gowns and disposables. Mr. Strongo also currently serves as CEO of Nunzia Pharmaceutical
Company (“Nunzia”) since August 1, 2019. Nunzia owns the rights to a drug that treats autism, fragile X, ADHD, and
PTSD and intends to manufacture, market and distribute the drug Nunzia, once approved by the FDA through a Premarket Approval.
Mr. Strongo has served as President and Chief Executive Officer of EarlyDETECT, Inc. from March 2004 through November 2009. He
was a member of the EDI Board of Directors from June 2002 until June 2009. Prior to that, Mr. Strongo served as the Chief Financial
Officer for two years. Mr Strongo has owned and operated his own successful FDA Approved diagnostic manufacturing facility. Mr.
Strongo has a comprehensive knowledge of ISO and FDA regulations and has prepared several companies for the ISO inspections. Mr.
Strongo has filed more than twenty FDA 510K filings; he has also worked on countless pharmaceutical filings. Mr. Strongo has prepared
several companies for FDA inspections, under FDA regulatory GMP guidelines. Mr. Strongo has cleared companies for ISO 13485 CDM
in less than 6 months, a process that usually takes a year. Mr. Strongo’s dynamic personality, keen understanding and extensive
professional expertise, have enabled Mr. Strongo to increase profitability for multiple companies domestically and internationally.
Mr. Strongo established businesses in foreign countries, including Canada, Brazil, China, South Africa, Russia, Taiwan, Mexico,
Malaysia, Thailand, and the Philippines. Mr. Strongo holds a BA/MBA in Business Management from National University. Mr. Strongo
devotes approximately 30 hours per week to the Company.
Richard
Johnson. Mr. Johnson brings a wealth of experience at the senior executive levels in the areas of Corporate Finance, Business
Planning & Operations, R&D and Administration. His considerable strengths in the areas of Finance and Corporate Administration
will greatly assist the Company as it advances towards production. Mr. Johnson’s enviable record of achievements at the
executive level includes, CFO at Early Detect Inc. where he supervised the financial activities of the Company and its subsidiaries
over a span of 4.5 years. Mr Johnson work with EarlyDETECT until 2010. Mr Johnson is the CFO and director of WholeHealth Products
Inc. and has been with WholeHealth Products from 2013 to present. Mr. Johnson also currently serves as CFO of Nunzia since August
1, 2019. Previously, he held positions of Chief Financial Officer, General Manager and Director in industry and also was a Senior
Management and Finance Consultant to the manufacturing, retail, agriculture and service industries for fifteen years as well as
Program Control Director and Management Consultant with a major international Engineering and Construction Corporation. Early
in his career, Mr. Johnson spent eleven years with the U.S. Department of Energy, Las Vegas, where he had the responsibilities
of financial analysis, budgeting and Safety analysis in the areas of nuclear explosives internationally. Since 2010, Mr. Johnson
has served as Chief Financial Officer and Director of WholeHealth Products, Inc. Mr. Johnson devotes approximately 10 hours per
week to the Company.
Sara
P. Gonzales. Sara has been in the in-vitro diagnostic industry working as a chief administrator for over 15 years with
experience at EarlyDetect and Sharp Memorial Hospital from 1/2008 until 11/2009 in HR. Sara has worked in Human Resources and
as Director of Business Development. Recently, Sara has moved to Nunzia Pharmaceutical from 07/2017 to present as the Vice President,
Nunzia is a pharmaceutical and nutraceutical company and has co-founded a nonprofit for people with an Autistic Spectrum Disorder,
such as Autism, ADD/ADHD, OCD, and PTSD. Sarah is the Vice President and Co-Founder of Autism Fragile X Foundation from11-2016
to present . Sara is the Managing Member of LionsGate Funding Group LLC 12/2018 to present,
LionsGate Funding Group LLC is a holding company. LionsGate Funding Group LLC consults companies, which was the controlling entity
of Global WholeHealth Partners Corp (Private company) and Global WholeHealth Partner Corp (public company). Sara is affiliated
with a controlling entity. Sara has a great understanding of business development and progress. She has an exemplarily ability
to motivate and encourage people to do their best. Sara has become the director of new business development for Global WholeHealth
Partners Corp. Sara’s contacts in Mexico and other countries have been and will be a tremendous asset to Global WholeHealth
Partners Corp. Sara is affiliated with a controlling entity, as the managing member of LionsGate Funding Group LLC. Mrs. Gonzales
devotes approximately 10 hours per week to the Company.
Rene Alvarez. Mr.
Alvarez is a graduate of Canisius College (BS in Accounting) and earned a law degree at the State University of New York at
Buffalo (LLB and JD degrees). He was admitted to the New York State Bar Association in 1969. Mr.
Alvarez is a director of WholeHealth Products, Inc. and has severed since 2014 to present. Mr. Alvarez also spent
two years in the U.S. Army where he attained the rank of Captain and earned the Bronze Star while serving in Viet Nam. After
fulfilling his military service, he joined Ford Motor Company in 1969 where he held various key executive positions including
Senior Vice President of a Ford subsidiary from which he retired in 1999. After retiring, Mr. Alvarez joined LA Fitness
International, LLC as Corporate Vice President until he once again retired in June of 2011. Mr. Alvarez also served as
Chairman of the Board of L. L. Knickerbocker Company, a major marketing and distribution source for celebrity products and
currently serves on the Boards of Planet Electric, Inc., Whole Health Product, Inc., Las Vegas Cares, and Nevco Co. Mr.
Alvarez resides in Newport Beach, California with his wife and two children. Mr. Alvarez devotes approximately 30 hours
per week to the Company.
Dr. Scott Ford.
Dr. Ford practiced general dentistry for over 39 years retiring in 2016. Dr. Ford taught at USC Dental School as a clinical instructor,
part-time for over 7 years both in Emergency Dentistry and Restorative Dentistry. Dr. Ford was a co-founder of Rowpar Pharmaceuticals,
a privately held dental products corporation and manufacturer of ClōSYS® oral health products. Dr. Ford received his
BA in Biology from UC San Diego in 1975 and DDS degree from University of Southern California School Of Dentistry in 1971. Mr.
Ford devotes approximately 1 hours per week to the Company.
Shuijie Cui. Dr.
Ciu served as a post doctorate Fellow in the Ob/Gyn and Reproductive Biology department of The University of Texas Medical School
at Houston. Dr. Cui is a director of WholeHealth Products, Inc. and has severed since 2014 to present and is the CSO of
WholeHealth Products, Inc. Dr. Cui also served as a post doctorate Fellow in the Division of Laboratory Medicine, M.D.
Anderson Cancer Center at The University of Texas, Houston. Dr. Cui is known as the father of Strep A Tests. Dr. Cui worked with
the Chinese Government on the testing and vaccine for SARS. Dr. Dr. Cui devotes approximately 30 hours per week to the Company.
Wolfgang Groeters.
Mr. Groeters’ brings several decades of experience in health care and diagnostics and had worked as an engineer for
Medtronic's, Bentley Labs, Edward Science and others. Wolfgang has a strong understanding of the health care industry in specialty
items. Dr. Groeters devotes approximately 1 hours per week to the Company.
All of our directors are
elected annually to serve for one year or until their successors are duly elected and qualified.
Transactions with related persons, promoters
and certain control persons
On May 23, 2019,
the Company and LionsGate Funding Group LLC, the owner of a majority of the Company’s outstanding common stock on May
23, 2019, entered into a Stock Sale and Purchase Agreement. Pursuant the SPA, the Company issued
56,000,000 shares of common stock to LionsGate in exchange for 100% of their interests in Global WholeHealth Partners Corp.,
a private Wyoming corporation incorporated on April 9, 2019. Sara P. Gonzales is the Managing Member of LionsGate and
Secretary of Vice President of the Company. As such, the aforementioned transaction is considered a related party
transaction. See Exhibit 4.1 as previously filed and Note 6 to our consolidated financial statements for the SPA and
disclosure related to the SPA, respectively.
Family Relationships and Other Matters
There are no family relationships
among or between any of our officers and directors.
Legal Proceedings
None of or directors or
officers are involved in any legal proceedings as described in Regulation S-K (§229.401(f)).
Item 6. Executive Compensation
Our Board is responsible
for establishing the compensation and benefits for our executive officers. The Board reviews the performance and total compensation
package for our executive officers, and considers the modification of existing compensation and the adoption of new compensation
plans. The board has not retained any compensation consultants.
Summary Compensation Table
The following table sets
forth information concerning compensation earned for services rendered to us by our executive officers who were serving as executive
officers during the fiscal years ended June 30, 2019 and 2018:
Name and Principal Position
|
Year Ended June 30,
|
Salary ($)
|
Bonus ($)
|
Stock Awards ($)
|
Option Awards ($)
|
All Other Compensation ($)
|
Total ($)
|
Joseph Arcaro (1)
Former CEO, President and Director
|
2019
|
-
|
-
|
-
|
-
|
-
|
-
|
Sara P. Gonzales (2)
Former CEO, President, Treasurer, currently serves as Secretary
|
2019
|
-
|
-
|
-
|
-
|
-
|
-
|
Barbara Bauman (3)
Former Treasurer, Secretary and Director
|
2019
|
-
|
-
|
-
|
-
|
-
|
-
|
Lai Kah Yin (4)
Former CEO, President, Treasurer, Secretary and Director
|
2018 and
2019
|
-
|
-
|
-
|
-
|
-
|
-
|
(1) Mr.
Arcaro was appointed as CEO, President and Director on March 9, 2019. Mr. Arcaro did not earn and was not paid any compensation
for the year ended June 30, 2019. Mr. Arcaro resigned all positions on May 6, 2019.
(2) Sara
Gonzales was appointed as CEO, President, Treasurer, Secretary and Director on May 6, 2019. Sara Gonzales did not earn and
was not paid any compensation for the year ended June 30, 2019. Sara Gonzales resigned all positions on August 1, 2019 except
as Secretary which position she currently holds. In her place, on August 1, 2019, the Company appointed Charles Strongo to serve
as the Company’s CEO, President and Chairman and Richard Johnson to serve as the Company’s CFO, Treasurer and Director.
(3) Barbara
Bauman was appointed Custodian of the Company on February 27, 2019 by the Clark County District Court of Nevada. Mrs. Bauman was
appointed President, Secretary, Treasurer and Director on February 27, 2019. Mrs. Bauman resigned as President on March 9, 2019
but maintained her positions as Secretary, Treasurer and Director until May 6, 2019. Mrs. Gonzales did not earn and was not
paid any compensation for the year ended June 30, 2019.
(4) Lai
Kah Yin became the Sole officer (President, Treasurer and Secretary) and sole Director on April 30, 2017 upon the resignation of
by Seng Kok Wan of Malaysia from the position of sole officer and sole Director. Mr. Wan originally became CEO, President, Treasurer,
Secretary and Director on April 30, 2015 as a result of his purchase of 57.31%, or 30,000 shares of the Company’s common
stock from the prior CEO, Robert Schwarz. Lai Kah Yin did not earn and was not paid any compensation for the year ended June 30,
2019.
Employment Agreements
We currently have no employment
agreements in place.
Outstanding Equity Awards as Fiscal Year-End
None.
Payments Upon Termination of Change in Control
There are no understandings
or agreements known by management at this time which would result in a change in control.
Compensation of Directors
We have provided no compensation
to our directors for their services provided as directors.
Item 7. Certain Relationships
and Related Transactions, and Director Independence
The Company currently has no related party transactions
that meet the thresholds defined in Regulation S-K 229.404.
We expect that our board
will adopt a written policy for the review of related party transactions. For purposes of the policy, a related party transaction
will include transactions in which (1) the amount involved in any consecutive 12-month period is more than the lesser of (i) $120,000
or (ii) one percent of the Company’s average total assets at year-end in the prior two completed fiscal years, (2) the Company
is a participant, and (3) any related party has a direct or indirect material interest. The policy is expected to define a “related
party” to include directors, nominees for director, executive officers, beneficial owners of more than 5% of the Company’s
outstanding common stock and their respective immediate family members. Pursuant to the policy, all related party transactions
must be approved by the Company’s board of directors or, in the event of an inadvertent failure to bring the transaction
to the board, ratified by the board. In the event that a member of the board has an interest in a related party transaction, the
transaction must be approved or ratified by the disinterested members of the board. In deciding whether to approve or ratify a
related party transaction, the board will consider the following factors:
|
●
|
whether the terms of the transaction are (1) fair to the Company and (2) at least as favorable to the Company as would apply if the transaction did not involve a related party;
|
|
●
|
whether there are demonstrable business reasons for the Company to enter into the transaction;
|
|
●
|
whether the transaction would impair the independence of an outside director under the Company’s director independence standards; and
|
|
●
|
whether the transaction would present an improper conflict of interest for any director or executive officer, taking into account the size of the transaction, the overall financial position of the related party, the direct or indirect nature of the related party’s interest in the transaction and the ongoing nature of any proposed relationship, and any other factors the committee deems relevant.
|
Independent Directors
We
are not listed on a major U.S. securities exchange and, therefore, are not subject to the corporate governance requirements of
any such exchange, including those related to the independence of directors. However, Our Board considers that a director is independent
when the director is not an officer or employee of the Company, does not have any relationship which would, or could reasonably
appear to, materially interfere with the independent judgment of such director, and the director otherwise meets the independence
requirements under the listing standards of FINRA and the rules and regulations of the SEC. Our Board has reviewed the materiality
of any relationship that each of our directors has with the Company, either directly or indirectly. Based on this review, our Board
has affirmatively determined that three of our six directors, including Rene Alvarez, Dr. Scott Ford and Wolfgang Groeters, qualify
as “independent” directors.
Promoters and Certain Control Persons
None.
List of Parents
None.
Item 8. Legal Proceedings
At this time, there are
no pending legal proceedings to which the Company is a party or as to which any of its property is subject, and no such proceedings
are known to the Company to be threatened or contemplated against it.
Item 9. Market Price
of and Dividends on Registrant’s Common Equity and Related Stockholder Matters
Market Information
Our common stock is quoted
on the OTC Pink tier (the “OTCPink”) under the symbol “GWHP”.
The following table sets
forth the high and low bid quotations of our common stock for each quarter during the past two fiscal years as reported by the
OTCPink:
|
|
2019
|
|
|
|
High
|
|
|
Low
|
|
First Quarter (July 1 – September 30)
|
|
$
|
18.50
|
|
|
|
5.55
|
|
Second Quarter (October 1 – December 31)
|
|
$
|
10.00
|
|
|
|
7.50
|
|
Third Quarter (January 1 – March 31)
|
|
$
|
25.00
|
|
|
|
5.38
|
|
Fourth Quarter (April 1 – June 30)
|
|
$
|
25.00
|
|
|
|
5.00
|
|
|
|
2018
|
|
|
|
High
|
|
|
Low
|
|
First Quarter (July 1 – September 30)
|
|
$
|
30.00
|
|
|
|
30.00
|
|
Second Quarter (October 1 – December 31)
|
|
$
|
62.50
|
|
|
|
15.00
|
|
Third Quarter (January 1 – March 31)
|
|
$
|
20.00
|
|
|
|
6.00
|
|
Fourth Quarter (April 1 – June 30)
|
|
$
|
20.00
|
|
|
|
5.00
|
|
The market price of our
common stock is subject to significant fluctuations in response to variations in our quarterly operating results, general trends
in the market, and other factors, over many of which we have little or no control. In addition, broad market fluctuations, as well
as general economic, business and political conditions, may adversely affect the market for our common stock, regardless of our
actual or projected performance.
On May 9, 2019, the Board
of Directors authorized a one for five hundred (1:500) reverse stock split which became effective on May 20, 2019. All share amounts
contained in this Annual Report reflect this reverse split
Holders
Our Certificate of Incorporation
authorizes the issuance of up to 400,000,000 shares of common stock, par value $0.001 per share and 10,000 shares of preferred
stock, par value $0.001 per share. As of the date of this Annual Report, there were 33 stockholders of record holding
an aggregate of 56,116,358 shares of common stock (this number does not include stockholders who hold their stock through brokers,
banks and other nominees). No preferred stock has been issued.
Transfer Agent
The transfer agent of
our common stock is Pacific Stock Transfer, 6725 Via Austi Pkwy, Suite 300, Las Vegas, NV 89119, Phone:
(800) 785-7782.
Dividend Policy
We have never paid cash
dividends on any of our capital stock and we currently intend to retain our future earnings, if any, to fund the development and
growth of our business. We do not intend to pay cash dividends to holders of our common stock in the foreseeable future.
Penny Stock
Our common stock trades
at less than $5.00 per share and is therefore subject to the Securities and Exchange Commission’s penny stock rules.
Penny stocks generally
are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges
or quoted on the NASDAQ system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise
exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the
risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the
penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing
the market value of each penny stock held in the customer’s account. The broker-dealer must also make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction.
These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security
that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage
broker-dealers from effecting transactions in our securities, which could severely limit their market price and liquidity of our
securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect the ability of
our stockholders to resell our common stock.
Securities Authorized for Issuance under
Equity Compensation Plans
None.
Recent Sales of Unregistered Securities
None.
Item 10. Recent Sales
of Unregistered Securities
On April 28, 2019, the Company issued 64,000
shares to Barbra Bauman, former executive officer, valued at $32,000, or the par value of our common stock (pre Reverse Split,
defined below) at the time of issuance, in order to reimburse Mrs. Bauman for $7,798 of expenses paid on behalf of the Company
and to compensate Mrs. Bauman as to $24,202 for her valuable services.
Item 11. Description
of Securities to be Registered
General
On May 9, 2019, the Company
filed a Certificate of Change Pursuant to NRS 78.209 amending its Articles with the Nevada Secretary of State to affect a 1-for-500
reverse split of it’s common stock (the “Reverse Split”).
On August 30, 2019, the
Company filed a Certificate of Change Pursuant to NRS 78.209 amending its Articles with the Nevada Secretary of State to increase
the number of authorized shares of its common stock from 60,000,000 to 400,000,000 (the “Increase in Authorized Shares”).
After the Increase in
Authorized Shares, the Company’s authorized capital stock consists of 400 million shares of common stock, $0.001 par value,
and 10 million shares of preferred stock. As of September 30, 2019, there are 56,116,358 shares of common stock issued and outstanding
and no shares of preferred stock issued and outstanding.
We are registering on
this Registration Statement only our shares of common stock, the terms of which are described below.
Common Stock
Each holder of our common stock will be entitled
to one vote for each share on all matters to be voted upon by the common stockholders, and there will be no cumulative voting rights.
To be elected in an uncontested election for Board members, a director nominee must receive more votes “for” than “against”
by shares present in person or by proxy and entitled to vote. In a contested election for Board members, the Board members are
elected by a plurality of shares present in person or by proxy and entitled to vote.
Subject to any preferential
rights of any outstanding preferred stock, holders of our common stock will be entitled to receive ratably the dividends, if any,
as may be declared from time to time by its board of directors out of funds legally available for that purpose. If there is a liquidation,
dissolution or winding up of the Company, holders of its common stock would be entitled to ratable distribution of its assets remaining
after the payment in full of liabilities and any preferential rights of any then outstanding preferred stock.
Holders of our common stock
will have no preemptive or conversion rights or other subscription rights, and there are no redemption or sinking fund provisions
applicable to the common stock. After the distribution, all outstanding shares of the Company’s common stock will be fully
paid and non-assessable. The rights, preferences and privileges of the holders of our common stock are subject to, and may be adversely
affected by, the rights of the holders of shares of any series of preferred stock that the Company may designate and issue in the
future.
Preferred Stock
The Company’s board
of directors is authorized, subject to limitations prescribed by the Nevada Revised Statutes (the “NRS”), and by the
Company’s Articles, to issue up to 10 million shares of preferred stock in one or more series without further action by the
holders of its common stock. The Company’s board of directors will have the discretion, subject to limitations prescribed
by the NRS and by the Articles, to determine the rights, preferences, privileges and restrictions, including voting rights, dividend
rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock.
Convertible Instruments
The Company does not have any convertible
instruments.
Promissory Notes
The Company does not have any promissory notes.
Secured Investor Notes
None.
Warrants
None.
Item 12. Indemnification
of Directors and Officers
Nevada Revised Statutes, NRS 78.7502 Discretionary and mandatory
indemnification of officers, directors, employees and agents: General provisions.
1. A corporation may
indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation,
by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually
and reasonably incurred by the person in connection with the action, suit or proceeding if the person:
(a) Is not liable pursuant
to NRS 78.138; or
(b) Acted in good faith
and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful.
The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does
not, of itself, create a presumption that the person is liable pursuant to NRS 78.138 or did not act in good faith and in a manner
which he or she reasonably believed to be in or not opposed to the best interests of the corporation, or that, with respect to
any criminal action or proceeding, he or she had reasonable cause to believe that the conduct was unlawful.
2. A corporation may
indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including
amounts paid in settlement and attorneys' fees actually and reasonably incurred by the person in connection with the defense or
settlement of the action or suit if the person:
(a) Is not liable pursuant
to NRS 78.138; or
(b) Acted in good faith
and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation.
Indemnification may not
be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless
and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines
upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for
such expenses as the court deems proper.
3. To the extent that
a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action,
suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein, the corporation shall
indemnify him or her against expenses, including attorneys' fees, actually and reasonably incurred by him or her in connection
with the defense.
(Added to NRS by 1997,
694; A 2001, 3175)
Item 13. Financial Statements
and Supplementary Data
GLOBAL WHOLEHEALTH PARTNERS CORPORATION
FINANCIAL STATEMENTS
TABLE OF CONTENTS
|
Page
|
For the three AND SIX
months ended DECember 31, 2019 and 2018
|
|
Consolidated Balance Sheets as of December 31, 2019 and June 30,
2019
|
32
|
|
|
Consolidated
Statements of Operations for the Three and Six Months
Ended December 31, 2019 and 2018
|
33
|
|
|
Consolidated
Statements of Stockholders’ Equity (Deficit) for the
Three and Six Months Ended December 31, 2019 and 2018
|
34
|
|
|
Consolidated
Statements of Cash Flows for the Six Months
Ended December 31, 2019 and 2018
|
35
|
|
|
Notes to the Consolidated Financial Statements
|
36
|
|
|
For
the years ended June 30, 2019 and 2018
|
|
Report of Independent Registered Public Accounting Firm
|
40
|
|
|
Consolidated Balance Sheets as of June 30, 2019 and 2018
|
41
|
|
|
Consolidated Statements of Operations for the Years Ended June 30, 2019 and 2018
|
42
|
|
|
Consolidated Statements
of Stockholders’ Equity (Deficit) for the Years Ended June 30, 2019 and 2018
|
43
|
|
|
Consolidated Statements of Cash Flows for the Years Ended June 30, 2019 and 2018
|
44
|
|
|
Notes to the Consolidated Financial Statements
|
45
|
Page
GLOBAL WHOLEHEALTH PARTNERS CORPORATION
|
|
|
|
|
CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
|
|
|
December 31,
|
|
June 30,
|
|
|
2019
|
|
2019
|
|
|
(Unaudited)
|
|
|
ASSETS
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
97
|
|
|
$
|
19,918
|
|
Inventory
|
|
|
23,372
|
|
|
|
—
|
|
Total current assets
|
|
|
23,469
|
|
|
|
19,918
|
|
Total assets
|
|
$
|
23,469
|
|
|
$
|
19,918
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Related party advances
|
|
$
|
52,175
|
|
|
$
|
—
|
|
Accounts payable and accrued liabilities
|
|
|
1,372
|
|
|
|
100
|
|
Total current liabilities
|
|
|
53,547
|
|
|
|
100
|
|
Total liabilities
|
|
|
53,547
|
|
|
|
100
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' equity (deficit):
|
|
|
|
|
|
|
|
|
Preferred stock; $0.001 par value, 10,000,000 shares authorized, no shares
issued or outstanding at December 31, 2019 and June 30, 2019, respectively
|
|
|
—
|
|
|
|
—
|
|
Common stock; $0.001 par value, 400,000,000 shares authorized, 58,116,358
and 56,116,358 shares issued and outstanding at December 31, 2019 and June 30, 2019, respectively
|
|
|
58,116
|
|
|
|
56,116
|
|
Additional paid-in capital
|
|
|
444,784
|
|
|
|
426,784
|
|
Retained deficit
|
|
|
(532,978
|
)
|
|
|
(463,082
|
)
|
Total stockholders' equity
|
|
|
(30,078
|
)
|
|
|
19,818
|
|
Total liabilities and stockholders' equity
|
|
$
|
23,469
|
|
|
$
|
19,918
|
|
|
|
|
|
|
|
|
|
|
(See accompanying notes to consolidated financial
statements)
|
|
GLOBAL WHOLEHEALTH
PARTNERS CORPORATION
CONSOLIDATED STATEMENTS
OF OPERATIONS (UNAUDITED)
|
|
|
|
|
FOR THE THREE AND SIX MONTHS
ENDED DECEMBER 31, 2019 AND 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
Three
Months Ended
December
31,
|
|
|
|
Six
Months Ended
December
31,
|
|
|
|
|
2019
|
|
|
|
2018
|
|
|
|
2019
|
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Professional fees
|
|
|
21,400
|
|
|
|
—
|
|
|
|
35,900
|
|
|
|
—
|
|
Selling, general and administrative
|
|
|
29,698
|
|
|
|
300
|
|
|
|
33,996
|
|
|
|
600
|
|
Total operating expense
|
|
|
51,098
|
|
|
|
300
|
|
|
|
69,896
|
|
|
|
600
|
|
Loss from operations
|
|
|
(51,098
|
)
|
|
|
(300
|
)
|
|
|
(69,896
|
)
|
|
|
(600
|
)
|
Other income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on forgiveness of liabilities
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Net loss
|
|
$
|
(51,098
|
)
|
|
$
|
(300
|
)
|
|
$
|
(69,896
|
)
|
|
$
|
(600
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Loss per Common Share
|
|
$
|
(0.00
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding
- basic and diluted
|
|
|
57,804,029
|
|
|
|
52,358
|
|
|
|
56,960,194
|
|
|
|
52,358
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(See accompanying notes to consolidated
financial statements)
|
GLOBAL WHOLEHEALTH PARTNERS CORPORATION
|
|
|
|
|
CONSOLIDATED STATEMENTS OF
STOCKHOLDERS' DEFICIT (UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
FOR THE SIX MONTHS ENDED DECEMBER
31, 2019
|
|
|
|
|
|
|
|
|
Common
Stock
|
|
|
|
Additional
Paid-in
|
|
|
|
Retained
|
|
|
|
Total
Stockholders’
|
|
|
|
|
Shares
|
|
|
|
Amount
|
|
|
|
Capital
|
|
|
|
Deficit
|
|
|
|
Deficit
|
|
BALANCE JULY 1, 2019
|
|
|
56,116,358
|
|
|
$
|
56,116
|
|
|
$
|
426,784
|
|
|
$
|
(463,082
|
)
|
|
$
|
19,818
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the three months ended September 30, 2019
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(18,798
|
)
|
|
|
(18,798
|
)
|
Balance, September 30, 2019
|
|
|
56,116,358
|
|
|
|
56,116
|
|
|
|
426,784
|
|
|
|
(481,880
|
)
|
|
|
1,020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued to related party for cash at $0.01 per share
|
|
|
2,000,000
|
|
|
|
2,000
|
|
|
|
18,000
|
|
|
|
—
|
|
|
|
20,000
|
|
Net loss for the three months ended December 31, 2019
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(51,098
|
)
|
|
|
(51,098
|
)
|
Balance, December 31, 2019
|
|
|
58,116,358
|
|
|
$
|
58,116
|
|
|
$
|
444,784
|
|
|
$
|
(532,978
|
)
|
|
$
|
(30,078
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FOR THE SIX MONTHS ENDED DECEMBER
31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE JULY 1, 2018
|
|
|
52,358
|
|
|
$
|
52
|
|
|
$
|
430,748
|
|
|
$
|
(432,215
|
)
|
|
$
|
(1,415
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the three months ended September 30, 2018
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(300
|
)
|
|
|
(300
|
)
|
Balance, September 30, 2018
|
|
|
52,358
|
|
|
|
52
|
|
|
|
430,748
|
|
|
|
(432,515
|
)
|
|
|
(1,715
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the three months ended December 31, 2018
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(300
|
)
|
|
|
(300
|
)
|
Balance, December 31, 2018
|
|
|
52,358
|
|
|
$
|
52
|
|
|
$
|
430,748
|
|
|
$
|
(432,815
|
)
|
|
$
|
(2,015
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(See accompanying notes to consolidated
financial statements)
|
GLOBAL WHOLEHEALTH PARTNERS CORPORATION
|
|
|
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
|
|
FOR THE SIX MONTHS ENDED DECEMBER 31, 2019 AND
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
Six
Months Ended December 31,
|
|
|
|
|
2019
|
|
|
|
2018
|
|
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(69,896
|
)
|
|
$
|
(600
|
)
|
Adjustments to reconcile net loss to net cash flows used in operating
activities:
|
|
|
|
|
|
|
|
|
Common stock issued for services
|
|
|
—
|
|
|
|
—
|
|
Common stock issued for debt settlement
|
|
|
—
|
|
|
|
—
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
(Increase) decrease in inventory
|
|
|
(23,372
|
)
|
|
|
—
|
|
Increase (decrease) in related party advances
|
|
|
52,175
|
|
|
|
—
|
|
Increase (decrease) in accounts payable and accrued
expenses
|
|
|
1,272
|
|
|
|
600
|
|
Net cash flows from operating activities
|
|
|
(39,821
|
)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
Cash for common shares of stock
|
|
|
20,000
|
|
|
|
|
|
Net cash flows from financing activities
|
|
|
20,000
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Change in cash
|
|
|
(19,821
|
)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Cash at beginning of period
|
|
|
19,918
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Cash at end of period
|
|
$
|
97
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
Interest paid in cash
|
|
$
|
—
|
|
|
$
|
—
|
|
Income taxes paid in cash
|
|
$
|
—
|
|
|
$
|
—
|
|
(See accompanying notes to consolidated financial
statements)
|
GLOBAL WHOLEHEALTH PARTNERS CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED DECEMBER
31, 2019 AND 2018
NOTE 1 – Basis of Presentation,
Organization and Going Concern
Basis of Presentation
The accompanying unaudited interim condensed
consolidated financial statements of Global WholeHealth Partners Corporation and Subsidiary (the “Company”) as of
December 31, 2019, and for the three and six months ended December 31, 2019 and 2018, include the accounts of the Company and
its wholly-owned and controlled subsidiary, Global WholeHealth Partners Corp, a private Wyoming corporation, and have been prepared
in accordance with generally accepted accounting principles in the United States of America (“US GAAP”), for interim
financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Certain information or footnote
disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted.
The preparation of consolidated financial
statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements,
and the reported amounts of expenses during the reporting periods. Actual results may differ from those estimates. The interim
financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s
Annual Report on Form 10 for the year ended June 30, 2019. In the opinion of management, the accompanying unaudited interim
condensed consolidated financial statements have been prepared on the same basis as the audited financial statements and include
all adjustments (including normal recurring adjustments) necessary for the fair presentation of the Company’s financial
position as of December 31, 2019, results of operations for the three and six months ended December 31, 2019 and 2018, and stockholders’
equity and cash flows for the three and six months ended December 31, 2019 and 2018. The Company did not record an income tax
provision during the periods presented due to net taxable losses. The results of operations for any interim period are not necessarily
indicative of the results of operations for the entire year.
Organization
Global WholeHealth Partners Corporation
was incorporated on March 7, 2013 in the State of Nevada under the name Texas Jack Oil and Gas Corp. On May 9, 2019, the Company
amended its Articles of Incorporation to effect a change of name to Global WholeHealth Partners Corporation to align the company
name with its focus on health care related development and products. The Company’s ticker symbol changed to GWHP.
The Company was originally organized for
the purpose of exploration of Oil and Gas. However, the Company was unable to establish an oil and gas concern and was abandoned
in 2016. On February 27, 2019, the Clark County District Court of Nevada appointed Barbara Bauman as custodian to the Company.
The custodian reestablished the Company in good standing.
On May 9, 2019, the Board reverse split
(1-for-500) the outstanding Common Shares of 58,172,000 to 116,358 shares.
May 23, 2019, the Company and LionsGate
Funding Group LLC (“LionsGate”), owner of a majority of the Company’s outstanding common stock as of May 23,
2019, entered into a Stock Sale and Purchase Agreement (the “SPA”) which closed on June 27, 2019. Pursuant the SPA,
the Company issued 56,000,000 shares of common stock to LionsGate in exchange for 100% of their interests in Global WholeHealth
Partners Corp., a private Wyoming corporation incorporated on April 9, 2019 (“Global Private”). Global Private has
contacts with suppliers and contract manufacturers in the In vitro diagnostic industry, with rights to sell rapid diagnostic tests,
such as the following 6 minute rapid whole blood Ebola Test, 6 minute whole blood Zika test, 8 minute whole blood rapid TB test
and 75 plus other tests more than 40 which are FDA approved. Due to the common control of the Company and Global Private, pursuant
to ASC 805-50-25, “Transactions Between Entities Under Common Control”, the SPA was accounted for as a transfer of
the carrying amounts of assets and liabilities under the predecessor value method of accounting. Financial statement presentation
under the predecessor values method of accounting as a result of a business combination between entities under common control
requires the receiving entity (i.e., the Company) to report the results of operations as if both entities had been combined as
of the beginning of the periods presented. The consolidated financial statements include both entities’ full results since
the inception of Global Private.
Going Concern
The Company’s consolidated financial
statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern
which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has
not yet established an ongoing source of revenues sufficient to cover its operating costs to allow it to continue as a going concern.
As of December 31, 2019, the Company had an accumulated deficit of $532,978. The ability of the Company to continue as a going
concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company
is unable to obtain adequate capital, it could be forced to cease operations.
In view of these conditions, the ability
of the Company to continue as a going concern is in doubt and dependent upon achieving a profitable level of operations and on
the ability of the Company to obtain necessary financing to fund ongoing operations. Historically, the Company has relied upon
internally generated funds, and funds from the sale of stock, issuance of promissory notes and loans from its shareholders and
private investors to finance its operations and growth. Management is planning to raise necessary additional funds for working
capital through loans and/or additional sales of its common stock. However, there is no assurance that the Company will be successful
in raising additional capital or that such additional funds will be available on acceptable terms, if at all. Should the Company
be unable to raise this amount of capital its operating plans will be limited to the amount of capital that it can access. These
consolidated financial statements do not give effect to any adjustments which will be necessary should the Company be unable to
continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal
course of business and at amounts different from those reflected in the accompanying consolidated financial statements.
NOTE 2 – Summary of Significant
Accounting Policies
Principles of Consolidation
Global WholeHealth Partners Corp, a private
Wyoming corporation was incorporated on April 9, 2019 to receive private investor funds and aggregate certain in vitro diagnostic
assets.
These consolidated financial statements
presented are those of Global WholeHealth Partners Corporation and its wholly owned subsidiary, Global Private. All significant
intercompany balances and transactions have been eliminated.
Accounting estimates
The preparation of consolidated financial
statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires Management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual
results could differ significantly from those estimates.
Cash and cash equivalents
The Company considers all highly liquid
instruments purchased with an original maturity of three months or less and money market accounts to be cash equivalents.
Income Taxes
The Company accounts for income taxes using
the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the
future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities
and their respective tax bases and tax credits and loss carry-forwards. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carry-forwards 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 in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred
tax assets to amounts expected to be realized. The Company reports a liability for unrecognized tax benefits resulting from uncertain
income tax positions, if any, taken or expected to be taken in an income tax return. Estimated interest and penalties are recorded
as a component of interest expense or other expense, respectively.
Fair Value Measurements
Fair value is defined as the price that
would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date. The Company utilizes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value.
The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level
1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:
Level 1, defined as
observable inputs such as quoted prices for identical instruments in active markets;
Level 2, defined as inputs other
than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments
in active markets or quoted prices for identical or similar instruments in markets that are not active; and
Level 3, defined as unobservable
inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations
derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
During the periods covered by
this report, the Company did not have any assets or liabilities that were required to be measured at fair value on a recurring
basis or on a non-recurring basis.
Fair Value of Financial Instruments
The Company’s financial instruments
consist of cash, accounts payable and accrued expenses. The carrying amounts of the Company’s financial instruments approximate
fair value because of the short term maturity of these items. These fair value estimates are subjective in nature and involve
uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions
could significantly affect those estimates. We do not hold or issue financial instruments for trading purposes, nor do we utilize
derivative instruments.
Net Income (Loss) Per Share
The computation of basic earnings per share
(“EPS”) is based on the weighted average number of shares that were outstanding during the period, including shares
of common stock that are issuable at the end of the reporting period. The computation of diluted EPS is based on the number of
basic weighted-average shares outstanding plus the number of common shares that would be issued assuming the exercise of all potentially
dilutive common shares outstanding using the treasury stock method. The Company had no potentially dilutive securities as of December
31, 2019.
New Accounting Pronouncements
Any reference in these notes to applicable
accounting guidance is meant to refer to the authoritative non-governmental US GAAP as found in the Financial Accounting Standards
Board's Accounting Standards Codification.
We review new accounting standards as issued.
Although some of these accounting standards issued or effective after the end of our previous fiscal year may be applicable to
us, we have not identified any standards that we believe merit discussion. We believe that none of the new standards will have
a significant impact on our consolidated financial statements.
NOTE 3 – Stockholder’s
Equity
Preferred Stock
The Company has Preferred stock: $0.001
par value; 10,000,000 shares authorized with no shares issued and outstanding.
Common Stock
The Company has 400,000,000 shares of Common
Stock authorized of which 58,116,358 and 56,116,358 shares were issued and outstanding as of December 31, 2019 and June 30, 2019,
respectively. The number of shares increased by 2,000,000 as a result of the Company selling 2,000,000 shares at $0.01 per share
to LionsGate in exchange for cash of $20,000.
NOTE 4 – Related Party Transactions
During the three months ended December
31, 2019, the Company received $20,000 upon the sale of 2,000,000 shares of common stock to LionsGate for $0.01 per share.
From time-to-time the Company receives
shareholder advances to cover operating costs which are reflected on the balance sheet as related party advances. During the six
months ended December 31, 2019, LionsGate provided advances totaling $50,675.
NOTE 5 – Subsequent Events
Management has reviewed material events
subsequent of the period ended December 31, 2019 and prior to the filing of our consolidated financial statements in accordance
with FASB ASC 855 “Subsequent Events”.
REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the board of directors
of Global WholeHealth Partners Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated
balance sheets of Global WholeHealth Partners Corporation as of June 30, 2019 and 2018, the related statements of operations, stockholders'
equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "financial
statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of
the Company as of June 30, 2019 and 2018, and the results of its operations and its cash flows for the years then ended, in conformity
with accounting principles generally accepted in the United States.
Basis for Opinion
These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud.
Our audit included performing procedures to
assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable
basis for our opinion.
Substantial Doubt about the Company’s
Ability to Continue as a Going Concern
The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the
Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues
to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue
as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
/S/ BF Borgers CPA PC
BF Borgers CPA PC
We have served as the Company's auditor since
2019
Lakewood, CO
October 25, 2019
GLOBAL WHOLEHEALTH PARTNERS CORPORATION
|
|
|
|
|
(FORMERLY TEXAS JACK OIL & GAS CORPORATION)
|
|
|
|
|
CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended June 30,
|
|
|
|
|
2019
|
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
19,918
|
|
|
$
|
—
|
|
Total current assets
|
|
|
19,918
|
|
|
|
—
|
|
Total assets
|
|
$
|
19,918
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$
|
100
|
|
|
$
|
1,415
|
|
Total current liabilities
|
|
|
100
|
|
|
|
1,415
|
|
Total liabilities
|
|
|
100
|
|
|
|
1,415
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' deficit:
|
|
|
|
|
|
|
|
|
Preferred stock; $0.001 par value, 10,000,000 shares authorized, no shares issued or outstanding at June 30, 2019 and 2018.
|
|
|
—
|
|
|
|
—
|
|
Common stock; $0.001 par value, 400,000,000 shares authorized, 56,116,358 and 52,344 shares issued and outstanding at June 30, 2019 and 2018, respectively.
|
|
|
56,116
|
|
|
|
52
|
|
Additional paid-in capital
|
|
|
426,784
|
|
|
|
430,748
|
|
Retained deficit
|
|
|
(463,082
|
)
|
|
|
(432,215
|
)
|
Total stockholders' deficit
|
|
|
19,818
|
|
|
|
(1,415
|
)
|
Total liabilities and stockholders' deficit
|
|
$
|
19,918
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
(See accompanying notes to consolidated financial statements)
|
GLOBAL WHOLEHEALTH PARTNERS CORPORATION
|
|
|
|
|
(FORMERLY TEXAS JACK OIL & GAS CORPORATION)
|
|
|
|
|
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED
JUNE 30, 2019 AND 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended June 30,
|
|
|
|
|
2019
|
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
Operating expense
|
|
|
|
|
|
|
|
|
Management fees
|
|
|
24,202
|
|
|
|
—
|
|
Professional fees
|
|
|
9,608
|
|
|
|
1,200
|
|
Bank fees
|
|
|
182
|
|
|
|
—
|
|
Total operating expense
|
|
|
33,992
|
|
|
|
1,200
|
|
Loss from operations
|
|
|
(33,992
|
)
|
|
|
(1,200
|
)
|
Other income
|
|
|
|
|
|
|
|
|
Gain on forgiveness of liabilities
|
|
|
3,125
|
|
|
|
—
|
|
Net loss
|
|
$
|
(30,867
|
)
|
|
$
|
(1,200
|
)
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Loss per Common Share
|
|
$
|
(0.01
|
)
|
|
$
|
(0.02
|
)
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding - basic and diluted
|
|
|
5,892,840
|
|
|
|
52,358
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(See accompanying notes to consolidated financial statements)
|
GLOBAL WHOLEHEALTH PARTNERS CORPORATION
|
|
|
|
|
|
|
|
|
|
(FORMERLY TEXAS
JACK OIL & GAS CORPORATION)
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
Additional Paid-in
|
|
|
|
Retained
|
|
|
|
Total Stockholders'
|
|
|
|
|
Shares
|
|
|
|
Amount
|
|
|
|
Capital
|
|
|
|
Deficit
|
|
|
|
Deficit
|
|
Balance, July 1, 2017
|
|
|
52,358
|
|
|
|
52
|
|
|
|
430,748
|
|
|
|
(431,015
|
)
|
|
|
(215
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the year ended June 30, 2018
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(1,200
|
)
|
|
|
(1,200
|
)
|
Balance, June 30, 2018
|
|
|
52,358
|
|
|
$
|
52
|
|
|
$
|
430,748
|
|
|
$
|
(432,215
|
)
|
|
$
|
(1,415
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paid-in-capital to Global Private
|
|
|
—
|
|
|
|
—
|
|
|
|
20,100
|
|
|
|
—
|
|
|
|
20,100
|
|
Stock issued pursuant to Stock Purchase and Sale Agreement
|
|
|
56,000,000
|
|
|
|
56,000
|
|
|
|
(56,000
|
)
|
|
|
—
|
|
|
|
—
|
|
Stock issued for liabilities and services
|
|
|
64,000
|
|
|
|
64
|
|
|
|
31,936
|
|
|
|
—
|
|
|
|
32,000
|
|
Net loss for the year ended June 30, 2019
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(30,867
|
)
|
|
|
(30,867
|
)
|
Balance, June 30, 2019
|
|
|
56,116,358
|
|
|
$
|
56,116
|
|
|
$
|
426,784
|
|
|
$
|
(463,082
|
)
|
|
$
|
19,818
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(See accompanying notes to consolidated financial statements)
|
GLOBAL WHOLEHEALTH PARTNERS CORPORATION
|
|
|
|
|
(FORMERLY TEXAS JACK OIL & GAS CORPORATION)
|
|
|
|
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED
JUNE 30, 2019 AND 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended June 30,
|
|
|
|
2019
|
|
|
|
2018
|
|
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(30,867
|
)
|
|
$
|
(1,200
|
)
|
Adjustments to reconcile net loss to net cash flows used in operating activities:
|
|
|
|
|
|
|
|
|
Common stock issued for services
|
|
|
24,202
|
|
|
|
—
|
|
Common stock issued for debt settlement
|
|
|
7,798
|
|
|
|
—
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Increase (decrease) in accounts payable and accrued expenses
|
|
|
(1,315
|
)
|
|
|
1,200
|
|
Net cash flows from operating activities
|
|
|
(182
|
)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
Cash for common shares of stock
|
|
|
20,100
|
|
|
|
|
|
Net cash flows from financing activities
|
|
|
20,100
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Change in cash and cash equivalents
|
|
|
19,918
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of period
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
19,918
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
Interest paid in cash
|
|
$
|
—
|
|
|
$
|
—
|
|
Income taxes paid in cash
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(See accompanying notes to consolidated financial statements)
|
GLOBAL WHOLEHEALTH PARTNERS CORPORATION
(FORMERLY TEXAS JACKOIL & GAS CORPORATION)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2019 AND 2018
NOTE 1 – Organization and
Going Concern
Organization
Global WholeHealth Partners Corporation was
incorporated on March 7, 2013in the State of Nevada under the name Texas Jack Oil and Gas Corp. On May 9, 2019, the Company amended
its Articles of Incorporation to effect a change of name to Global WholeHealth Partners Corporation to align the company name with
its focus on health care related development and products. The Company’s ticker symbol changed to GWHP.
The Company was originally organized for the
purpose of exploration of Oil and Gas. However, the Company was unable to establish an oil and gas concern and was abandoned in
2016. On February 27, 2019, the Clark County District Court of Nevada appointed Barbara Bauman as custodian to the Company. The
custodian reestablished the Company in good standing.
On May 9, 2019, the Board reverse split (1-for-500)
the outstanding Common Shares of 58,172,000 to 116,358 shares.
May 23, 2019, the Company and LionsGate Funding
Group LLC (“LionsGate”), owner of a majority of the Company’s outstanding common stock as of May 23, 2019, entered
into a Stock Sale and Purchase Agreement (the “SPA”) which closed on June 27, 2019. Pursuant the SPA, the Company
issued 56,000,000 shares of common stock to LionsGate in exchange for 100% of their interests in Global WholeHealth Partners Corp.,
a private Wyoming corporation incorporated on April 9, 2019 (“Global Private”). Global Private has contacts with
suppliers and contract manufactures in the In vitro diagnostic industry, with rights to sell rapid diagnostic tests,
such as the following 6 minute rapid whole blood Ebola Test, 6 minute whole blood Zika test, 8 minute whole blood rapid TB test
and 75 plus other tests more than 40 which are FDA approved. Due to the common control of the Company and Global Private, pursuant
to ASC 805-50-25, “Transactions Between Entities Under Common Control”, the SPA was accounted for as a transfer of
the carrying amounts of assets and liabilities under the predecessor value method of accounting. Financial statement presentation
under the predecessor values method of accounting as a result of a business combination between entities under common control
requires the receiving entity (i.e., the Company) to report the results of operations as if both entities had been combined as
of the beginning of the periods presented. The consolidated financial statements include both entities’ full results since
the inception of Global Private, See Note 6 below for additional information.
Going Concern
The Company’s consolidated financial
statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern
which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not
yet established an ongoing source of revenues sufficient to cover its operating costs to allow it to continue as a going concern.
As of June 30, 2019, the Company had an accumulated deficit of $463,082. The ability of the Company to continue as a going concern
is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is
unable to obtain adequate capital, it could be forced to cease operations.
In view of these conditions, the ability
of the Company to continue as a going concern is in doubt and dependent upon achieving a profitable level of operations and
on the ability of the Company to obtain necessary financing to fund ongoing operations. Historically, the Company has relied
upon internally generated funds, and funds from the sale of stock, issuance of promissory notes and loans from its
shareholders and private investors to finance its operations and growth. Management is planning to raise necessary additional
funds for working capital through loans and/or additional sales of its common stock. However, there is no assurance that the
Company will be successful in raising additional capital or that such additional funds will be available on acceptable terms,
if at all. Should the Company be unable to raise this amount of capital its operating plans will be limited to the amount of
capital that it can access. These consolidated financial statements do not give effect to any adjustments which will be
necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and
discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the
accompanying consolidated financial statements.
NOTE 2 – Summary of Significant
Accounting Policies
Principles of Consolidation
Global WholeHealth Partners Corp, a private
Wyoming corporation was incorporated on April 9, 2019 to receive private investor funds and aggregate certain in vitro diagnostic
assets.
These consolidated financial statements presented
are those of Global WholeHealth Partners Corporation and its wholly owned subsidiary, Global Private. All significant intercompany
balances and transactions have been eliminated.
Accounting estimates
The preparation of consolidated financial statements
in conformity with U.S. generally accepted accounting principles (“GAAP”) requires Management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual
results could differ significantly from those estimates.
Cash and cash equivalents
The Company considers all highly liquid instruments
purchased with an original maturity of three months or less and money market accounts to be cash equivalents.
Income Taxes
The Company accounts for income taxes using
the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the
future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities
and their respective tax bases and tax credits and loss carry-forwards. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carry-forwards 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 in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax
assets to amounts expected to be realized. The Company reports a liability for unrecognized tax benefits resulting from uncertain
income tax positions, if any, taken or expected to be taken in an income tax return. Estimated interest and penalties are recorded
as a component of interest expense or other expense, respectively.
Fair Value Measurements
Fair value is defined as the price that would
be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement
date. The Company utilizes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy
gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement)
and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:
Level 1, defined as observable
inputs such as quoted prices for identical instruments in active markets;
Level 2, defined as inputs other
than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments
in active markets or quoted prices for identical or similar instruments in markets that are not active; and
Level 3, defined as unobservable
inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations
derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
During the periods covered by this
report, the Company did not have any assets or liabilities that were required to be measured at fair value on a recurring basis
or on a non-recurring basis.
Fair Value of Financial Instruments
The Company’s financial instruments consist
of accounts payable, accrued expenses and notes payable. The carrying amounts of the Company’s financial instruments approximate
fair value because of the short term maturity of these items. These fair value estimates are subjective in nature and involve uncertainties
and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly
affect those estimates. We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments.
Net Income (Loss) Per Share
The computation of basic earnings per share
(“EPS”) is based on the weighted average number of shares that were outstanding during the period, including shares
of common stock that are issuable at the end of the reporting period. The computation of diluted EPS is based on the number of
basic weighted-average shares outstanding plus the number of common shares that would be issued assuming the exercise of all potentially
dilutive common shares outstanding using the treasury stock method. The Company had no potentially dilutive securities as of June
30, 2019.
New Accounting Pronouncements
Any reference in these notes to applicable
accounting guidance is meant to refer to the authoritative non-governmental US GAAP as found in the Financial Accounting Standards
Board's Accounting Standards Codification.
We review new accounting standards as issued.
Although some of these accounting standards issued or effective after the end of our previous fiscal year may be applicable to
us, we have not identified any standards that we believe merit discussion. We believe that none of the new standards will have
a significant impact on our consolidated financial statements.
NOTE 3 – Liabilities
From time-to-time the Company’s former
CEO advanced funds to cover administrative costs which are recorded as accounts payable and accrued liabilities. During the year
ended June 30, 2019, our former CEO, Joseph Arcaro advanced funds on behalf of the Company which he forgave on May 7, 2019 resulting
in a gain on forgiveness of liabilities of $3,125. Mr. Arcaro is not considered a related party due to his short tenure of less
than two months from March 9, 2019 through May 6, 2019, he received no cash or stock compensation and owns no shares of the Company.
NOTE 4 – Stockholder’s Equity
Preferred Stock
The Company has Preferred stock: $0.001 par
value; 10,000,000 shares authorized with no shares issued and outstanding.
Common Stock
The Company has 400,000,000 shares of Common
Stock authorized of which 56,116,358 and 52,358 shares were issued and outstanding as of June 30, 2019 and 2018, respectively.
On May 9, 2019, the Company filed a Certificate
of Change Pursuant to NRS 78.209 amending its Articles with the Nevada Secretary of State to affect a 1-for-500 reverse split of
it’s common stock (the “Reverse Split”), which was approved by FINRA on May 20, 2019. All share amounts have
been adjusted to reflect the stock split.
On April 28, 2019, the Company issued 64,000
shares to Barbra Bauman, former executive officer, valued at $32,000, or the par value of our common stock (pre Reverse Split)
at the time of issuance, in order to reimburse Mrs. Bauman for $7,798 of expenses paid on behalf of the Company and to compensate
Mrs. Bauman as to $24,202 for her valuable services.
Prior to the SPA and merger between the Company
and Global Private, during May 2019, Global Private received $20,100 from the sale of common stock to LinosGate in exchange for
shares of Global Private. See Note 6 – Stock Sale and Purchase Agreement, for additional information.
On May 23, 2019, the Company and LionsGate,
owner of a majority of the Company’s outstanding common stock as of May 23, 2019, entered into a Stock Sale and Purchase
Agreement which closed on June 27, 2019. Pursuant the SPA, the Company issued 56,000,000 shares of common stock to LionsGate in
exchange for 100% of their interests in Global WholeHealth Partners Corp., a private Wyoming corporation incorporated on April
9, 2019, See Note 6 below for additional information.
NOTE 5 – Income Taxes
Deferred income taxes reflect the net tax effects
of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts
used for income tax purposes. Significant components of the Company’s deferred tax assets at June 30, 2019 and 2018 are as
follows:
|
|
2019
|
|
2018
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
Net operating loss carryforwards
|
|
$
|
42,336
|
|
|
$
|
35,671
|
|
Statutory tax rate
|
|
|
21
|
%
|
|
|
21
|
%
|
Total deferred tax assets
|
|
|
8,891
|
|
|
|
7,491
|
|
Less: valuation allowance
|
|
|
(8,891
|
)
|
|
|
(7,491
|
)
|
Net deferred tax asset
|
|
$
|
—
|
|
|
$
|
—
|
|
A reconciliation between the amount of income
tax benefit determined by applying the applicable U.S. statutory income tax rate to pre-tax loss for the years ended June 30, 2019
and 2018 is as follows:
|
|
2019
|
|
2018
|
Federal Statutory Rate
|
|
$
|
6,482
|
|
|
$
|
252
|
|
Nondeductible expenses
|
|
|
(5,082
|
)
|
|
|
—
|
|
Change in allowance on deferred tax assets
|
|
|
1,400
|
|
|
|
252
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
The net increase in the valuation allowance
for deferred tax assets was $1,400 and $252 for the years ended June 30, 2019 and 2018, respectively. In assessing the realizability
of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets
will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income
during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred
tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Due to the uncertainty
of realizing the deferred tax asset, management has recorded a valuation allowance against the entire deferred tax asset.
For federal income tax purposes, the Company
has net U.S. operating loss carry forwards at June 30, 2019 available to offset future federal taxable income, if any, of $42,336.
The utilization of the tax net operating loss carry forwards may be limited due to ownership changes that have occurred as a result
of sales of common stock.
The fiscal years 2016 through 2018 remain open
to examination by federal authorities and other jurisdictions in which the Company operates.
NOTE 6 - Stock Purchase
And Sale Agreement
May 23, 2019, the Company and LionsGate, owner
of a majority of the Company’s outstanding common stock as of May 23, 2019, entered into the SPA which closed on June 27,
2019. Pursuant the SPA, the Company issued 56,000,000 shares of common stock to LionsGate in exchange for 100% of their interests
in Global Private., a private Wyoming corporation incorporated on April 9, 2019. Due to the common control of the Company and Global
Private, pursuant to ASC 805-50-25, “Transactions Between Entities Under Common Control”, the SPA was accounted for
as a transfer of the carrying amounts of assets and liabilities under the predecessor value method of accounting. Financial statement
presentation under the predecessor values method of accounting as a result of a business combination between entities under common
control requires the receiving entity (i.e., the Company) to report the results of operations as if both entities had been combined
as of the beginning of the periods presented. The consolidated financial statements include both entities’ full results since
the inception of Global Private.
The separate financial statements of the Company
and Global Private for the year ended June 19, 2019 are as follows:
|
|
Global WholeHealth Partners Corp. Public Co. as of June 27, 2019
|
|
Global WholeHealth Partners Corp. Private Co. as of June 27, 2019
|
|
Consolidated
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
—
|
|
|
$
|
19,918
|
|
|
$
|
19,918
|
|
Total current assets
|
|
|
—
|
|
|
|
19,918
|
|
|
|
19,918
|
|
Total assets
|
|
$
|
—
|
|
|
$
|
19,918
|
|
|
$
|
19,918
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$
|
100
|
|
|
$
|
—
|
|
|
$
|
100
|
|
Total current liabilities
|
|
|
100
|
|
|
|
—
|
|
|
|
100
|
|
Total liabilities
|
|
|
100
|
|
|
|
—
|
|
|
|
100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' deficit:
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock; $0.001 par value, 60,000,000 shares authorized, 56,116,358 and 52,344 shares issued and outstanding at June 30, 2019 and 2018, respectively.
|
|
|
56,116
|
|
|
|
—
|
|
|
|
56,116
|
|
Additional paid-in capital
|
|
|
406,684
|
|
|
|
20,100
|
|
|
|
426,784
|
|
Retained deficit
|
|
|
(462,900
|
)
|
|
|
(182
|
)
|
|
|
(463,082
|
)
|
Total stockholders' deficit
|
|
|
(100
|
)
|
|
|
19,918
|
|
|
|
19,818
|
|
Total liabilities and stockholders' deficit
|
|
$
|
—
|
|
|
$
|
19,918
|
|
|
$
|
19,918
|
|
|
|
Global WholeHealth Partners Corp. Public Co. for the Year Ended June 30, 2019
|
|
Global WholeHealth Partners Corp. Private Co. for the Period from Inception (April 9, 2019) Through June 27, 2019
|
|
Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expense
|
|
|
|
|
|
|
|
|
|
|
|
|
Management fees
|
|
|
24,202
|
|
|
|
—
|
|
|
|
24,202
|
|
Professional fees
|
|
|
9,608
|
|
|
|
—
|
|
|
|
9,608
|
|
Bank fees
|
|
|
—
|
|
|
|
182
|
|
|
|
182
|
|
Total operating expense
|
|
|
33,810
|
|
|
|
182
|
|
|
|
33,992
|
|
Loss from operations
|
|
|
33,810
|
|
|
|
182
|
|
|
|
33,992
|
|
Other income
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on forgiveness of liabilities
|
|
|
3,125
|
|
|
|
—
|
|
|
|
3,125
|
|
Net loss
|
|
$
|
30,685
|
|
|
$
|
182
|
|
|
$
|
30,867
|
|
NOTE 7 – Subsequent Events
Management has reviewed material events subsequent
of the period ended June 30, 2019 and prior to the filing of our consolidated financial statements in accordance with FASB ASC
855 “Subsequent Events”.
On August 30, 2019, the Company filed a Certificate
of Change Pursuant to NRS 78.209 amending its Articles with the Nevada Secretary of State to increase the number of authorized
shares of its common stock from 60,000,000 to 400,000,000.
Item 14. Changes in and
Disagreements with Accountants on Accounting and Financial Disclosure
We have had no disagreements
with our auditors or accounting or financial disclosures.
Item 15. Financial Statements
and Exhibits
(a) Financial Statements
Fiscal Quarters Ended December 31, 2019 and 2018
Consolidated Balance Sheets as of December 31, 2019
and June 30, 2019
Consolidated Statements of Operations for the Three
and Six Months Ended December 31, 2019 and 2018
Consolidated Statements of Stockholders’ Equity
(Deficit) for the Six Months Ended December 31, 2019 and 2018
Consolidated Statements of Cash Flows for the Six
Months Ended December 31, 2019 and 2018
Fiscal Year End June 30, 2019 and 2018
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets at June 30, 2019 and 2018
Consolidated Statements of Operations for the years ended
June 30, 2019 and 2018
Consolidated Statements of Changes in Stockholders’
Deficit for the years ended June 30, 2019 and 2018
Consolidated Statements of Cash Flows for the years ended
June 30, 2019 and 2018
Notes to Consolidated Financial Statements
(b) Exhibits
|
Exhibit No
|
Description of Exhibit
|
|
2.1
|
Notice of Entry of Order, Eight Judicial District Court, Clark County, Nevada, Case No.: A-19-787038-P
|
|
3.1
|
Articles of Incorporation (Incorporated by reference to Form S-1 filed on January 28, 2014)
|
|
3.2
|
By-Laws (Incorporated by reference to Form S-1 filed on January 28, 2014)
|
|
3.3
|
Certificate
of Change dated May 9, 2019 (Incorporated by reference to Form 10 filed on December
19, 2019)
|
|
3.4
|
Certificate
of Amendment dated May 9, 2019 (Incorporated by reference to Form 10 filed on December
19, 2019)
|
|
3.5
|
Certificate
of Change dated August 30, 2019 (Incorporated by reference to Form 10 filed on December
19, 2019)
|
|
4.1
|
Stock Purchase and Sale
Agreement between the Company and Lionsgate Funding Group, LLC dated May 23, 2019 (Incorporated
by reference to Form 10 filed on December 19, 2019)
|
|
10.1
|
Distribution Agreement and Letter of Exclusivity
|
SIGNATURES
Pursuant to the requirements
of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
Global WholeHealth Partners Corporation
Date: March 20, 2020
By: /s/ Charles Strongo
Charles Strongo, Chief Executive Officer
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