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)
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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
|
|
|
(Address of principal executive
offices) |
(Zip Code) |
(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) |
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 |
[ ] |
Accelerated Filer |
[ ] |
|
Non-Accelerated Filer |
[ ] |
Smaller reporting company |
[X] |
|
|
|
Emerging growth company |
[ ] |
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 |
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 |
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 |
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 |
CANCER MARKERS: NOT FDA APPROVED
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Fecal
Occult Blood (FOB) Cassette |
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 |
OTHER: NOT FDA APPROVED
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TSH
Adult Cassette (thyroid) |
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TSH
Neonatal Cassette (thyroid) |
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
|
Percent National Under-use in
HEDIS Compliant Health Plans |
Estimated Annual Avoidable Adverse Health Events
|
Estimated Annual Avoidable Deaths
|
Estimated Annual Avoidable Costs
|
|
Breast cancer
screening |
19.3% |
7,600 breast cancer |
600–1,000 |
$ 48 million |
|
(biopsy, needle |
|
cases treated in Stage |
|
|
|
aspiration or |
|
IV due to late |
|
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|
mammography) |
|
diagnosis |
|
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|
Cholesterol
management |
48.9 |
14,600 major coronary
events |
6,900–17,000 |
$ 87 million |
|
Colorectal cancer |
51.9 |
20,000 cases of |
4,200–6,300 |
$191 million |
|
screening |
|
colorectal cancer |
|
|
|
(FOBT or colonoscopy) |
|
diagnosed/treated at a |
|
|
|
|
|
later stage |
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|
Diabetes management
(HbA1c control)
|
20.2 |
14,000 heart attacks, strokes, or
amputations |
4,300–9,600 |
$573 million |
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. |
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. |
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. |
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. |
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. |
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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