UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
|
x |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
For the fiscal year ended June 30, 2020
|
o |
TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 |
For the transition period from ___________ to
___________
Commission file number 000-56035
GLOBAL WHOLEHEALTH PARTNERS CORPORATION
(Exact name of registrant as specified in its charter)
|
Nevada |
|
46-2316220
|
|
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer Identification
No.) |
|
|
|
|
| 2227
Avenida Oliva |
|
|
|
San
Clemente, California |
|
92673 |
|
(Address of principal executive
offices) |
|
(Zip Code) |
(Registrant’s telephone number,
including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.
Yes ☐ No x
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Act.
Yes x No ☐
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes x No ☐
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files). Yes x No ☐
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of
registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. ☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
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 |
ý |
|
Smaller reporting
company |
ý |
| Emerging growth
company |
ý |
|
|
|
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.
☐
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act.). Yes ☐ No
x
The aggregate market value of the voting and non-voting common
equity held by non-affiliates of the registrant as of the last
business day of the registrant’s most recently completed second
fiscal quarter, based upon the closing sale price of the
registrant’s common stock on December 31, 2019, as reported on the
OTC Markets Group Inc. Pink tier (the “OTCPink”) was
$173,751,000.
As of September 28, 2020 there were 59,966,358 shares of the
registrant’s common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
TABLE OF CONTENTS
GLOBAL WHOLEHEALTH PARTNERS CORPORATION
ANNUAL REPORT ON FORM 10-K
FOR THE YEARS ENDED JUNE 30, 2020 AND 2019
| |
Page |
| PART I |
| |
| Item 1. |
Business |
4 |
| Item
1A. |
Risk
Factors |
12 |
| Item
1B. |
Unresolved Staff
Comments |
12 |
| Item 2. |
Properties |
12 |
| Item 3. |
Legal
Proceedings |
12 |
| Item 4. |
Mine Safety
Disclosures |
12 |
| PART II |
| |
| Item 5. |
Market for
Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities |
12 |
| Item 7. |
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations |
14 |
| Item
7A. |
Quantitative and
Qualitative Disclosure About Market Risk |
17 |
| Item 8. |
Financial
Statements and Supplementary Data |
15 |
| Item 9. |
Changes In and
Disagreements with Accountants on Accounting and Financial
Disclosure |
32 |
| Item 9A |
Controls and
Procedures |
32 |
| Item
9B. |
Other
Information |
32 |
| PART III |
| |
| Item
10. |
Directors,
Executive Officers and Corporate Governance |
33 |
| Item
11. |
Executive
Compensation |
36 |
| Item
12. |
Security Ownership
of Certain Beneficial Owners and Management and Related Stockholder
Matters |
38 |
| Item
13. |
Certain
Relationships and Related Transactions, and Director
Independence |
39 |
| Item
14. |
Principal
Accountant Fees and Services |
39 |
| PART IV |
| |
| Item
15. |
Exhibits, Financial
Statement Schedules |
40 |
| |
SIGNATURES |
41 |
| |
EXHIBIT INDEX |
42 |
PART I
Forward-Looking Statements
This Annual Report on Form 10-K contains forward looking
statements. Forward-looking statements discuss matters that are not
historical facts. Because they discuss future events or conditions,
forward-looking statements may include words such as “anticipate,”
“believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,”
“seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,”
“forecast,” “potential,” “continue” negatives thereof or similar
expressions. Forward-looking statements contained in this Report
speak only as of the date of this report, may be based on various
underlying assumptions and current expectations about the future
and are not guarantees. Such statements involve known and unknown
risks, uncertainties and other factors that may cause our actual
results, level of activity, performance or achievement to be
materially different from the results of operations or plans
expressed or implied by such forward-looking statements.
Although forward-looking statements in this report reflect the
good faith judgment of our management, forward-looking statements
are inherently subject to known and unknown risks, business,
economic and other risks and factors that may cause actual results
to be materially different from those discussed in these
forward-looking statements. Many of those factors are outside of
our control and could cause actual results to differ materially
from the results expressed or implied by those forward-looking
statements. Accordingly, you are urged not to place undue reliance
on these forward-looking statements, which speak only as of the
date of this report.
We assume no obligation to update any forward-looking statements
in order to reflect any event or circumstance that may arise after
the date of this report, other than as may be required by
applicable law or regulation.
All references to “we,” “us,” or “our” refer to Global
WholeHealth Partners Corporation.
Item 1.
Business
Background
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 U.S.
Food and Drug Administration (“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.
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
| |
Ø |
Pregnancy Cassette 7mm
(Large) |
| |
Ø |
Pregnancy Cassette 5mm
(Small) |
| |
Ø |
Pregnancy Combo Cassette |
| |
Ø |
Pregnancy Serum Cassette |
| |
Ø |
Pregnancy Strip / Dipstick
3.5mm |
| |
Ø |
Pregnancy Strip 5mm |
| |
Ø |
Pregnancy Combo Strip |
| |
Ø |
Pregnancy Midstream |
| |
Ø |
Menopause Cassette |
| |
Ø |
Menopause Strip |
| |
Ø |
Menopause Midstream |
| |
Ø |
Ovulation Cassette |
| |
Ø |
Ovulation Strip |
| |
Ø |
Ovulation Midstream |
| |
Ø |
Colorectal Cancer Test |
| |
Ø |
Cholesterol |
| |
Ø |
Glucose Rapid No machine
Required |
| |
Ø |
Blood Alcohol Test |
| |
Ø |
ALL DRUG TESTS |
| |
Ø |
Amphetamine (AMP)
Dipstick |
| |
Ø |
Barbiturate (BAR)
Dipstick |
| |
Ø |
Benzodiazepine (BZD)
Dipstick |
| |
Ø |
Cocaine (COC) Dipstick |
| |
Ø |
Marijuana (THC) Dipstick |
| |
Ø |
Methadone (MTD) Dipstick |
| |
Ø |
Methamphetamine (MET)
Dipstick |
| |
Ø |
Opiate (OPI) Dipstick |
| |
Ø |
Phencyclidine (PCP)
Dipstick |
| |
Ø |
Ecstasy (MDMA) Dipstick |
| |
Ø |
Tricyclic Antidepressant (TCA)
Dipstick |
| |
Ø |
Oxycodone (OXY) Dipstick |
| |
Ø |
Amphetamine (AMP)
Cassette |
| |
Ø |
Barbiturate (BAR)
Cassette |
| |
Ø |
Benzodiazepine (BZD)
Cassette |
| |
Ø |
Cocaine (COC) Cassette |
| |
Ø |
Marijuana (THC) Cassette |
| |
Ø |
Methadone (MTD) Cassette |
| |
Ø |
Methamphetamine (MET)
Cassette |
| |
Ø |
Opiate (OPI) Cassette |
| |
Ø |
Phencyclidine (PCP)
Cassette |
| |
Ø |
Ecstasy (MDMA) Cassette |
| |
Ø |
Tricyclic Antidepressant (TCA)
Cassette |
| |
Ø |
2 Panel Multi-Drug
Dipstick |
| |
Ø |
3 Panel Multi-Drug
Dipstick |
| |
Ø |
4 Panel Multi-Drug
Dipstick |
| |
Ø |
5 Panel Multi-Drug
Dipstick |
| |
Ø |
6 Panel Multi-Drug
Dipstick |
| |
Ø |
8 Panel Multi-Drug
Dipstick |
| |
Ø |
10 Panel Multi-Drug
Dipstick |
| |
Ø |
2 Panel Multi-Drug
Cassette |
| |
Ø |
5 Panel Multi-Drug
Cassette |
|
| |
Ø |
6 Panel Multi-Drug
Cassette |
| |
Ø |
10 Panel Multi-Drug
Cassette |
| |
Ø |
5 Panel Multi-Drug Cup |
| |
Ø |
6 Panel Multi-Drug Cup |
| |
Ø |
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:
| |
Ø |
H-Pylori |
| |
Ø |
Influenza A Cassette |
| |
Ø |
Influenza B Cassette |
| |
Ø |
Influenza A & B Combo
Cassette |
| |
Ø |
Fecal Occult Blood (FOB)
Cassette |
| |
Ø |
Strep A Cassette |
| |
Ø |
Strep A Strip |
| |
Ø |
Mononucleosis 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.
| |
Ø |
Urinalysis Reagent Strip 1 Test: 1 - Parameter
URS-1A | Ascorbic Acid
URS-1K | Ketone
URS-1P | Protein
URS-1B | Blood
URS-1G | Glucose
|
| |
Ø |
Urinalysis Reagent Strip 6 Test:
6-Parameter.Any combination
Blood - Ketone - Glucose - Protein - pH
URS-OBGYN | Leukocyte - Nitrite - Blood - Protein - Glucose
|
| |
Ø |
Urinalysis Reagent Strip 8 Test:
Any 8 combination
URS-11Tests | Leu - Nit - Uro - Pro - pH - Blo - SG - Ket - Bil -
Glu - Asc Acid
|
| |
Ø |
Urinalysis Reagent Strip 10 Test:
Any 10 combination
URS-11 Tests | Leu - Nit - Uro - Pro - pH - Blo - SG - Ket - Bil -
Glu - Asc Acid
|
| |
Ø |
Urinalysis Reagent Strip 11 Test:
All 11 tests
URS-11 Tests | Leu - Nit - Uro - Pro - pH - Blo - SG - Ket - Bil -
Glu - Asc Acid
|
| |
Ø |
Cholesterol PROFESSIONAL
FDA |
| |
Ø |
Troponin I Cassette (S)
FDA |
| |
Ø |
Troponin I Cassette (WB)
FDA |
| |
Ø |
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:
| |
Ø |
TB Cassette
(tuberculosis) |
| |
Ø |
Dengue Cassette |
| |
Ø |
Malaria Cassette |
| |
Ø |
HIV 1/2 Cassette. |
| |
Ø |
RAPID EBOLA TEST |
| |
Ø |
Ebola PCR tests 6 tests per
pack |
| |
Ø |
Zika Rapid Anti-Body Test (10,000
tests minimum order) |
| |
Ø |
HBsAG (Hepatitis B Antigen)
Cassette |
| |
Ø |
Hep B Antibody Cassette |
| |
Ø |
HCV (Hepatitis C)
Cassette |
| |
Ø |
H-Pylori |
| |
Ø |
Syphilis Cassette |
| |
Ø |
Anti-Syphilis Cassette |
| |
Ø |
Syphilis Strip |
| |
Ø |
HSV-1 (Herpes Simplex Virus 1)
Cassette |
| |
Ø |
HSV-2 (Herpes Simplex Virus 2)
Cassette |
| |
Ø |
HSV 1 & 2 Cassette |
| |
Ø |
Gonorrhea Cassette |
| |
Ø |
Gonorrhea Strip |
| |
Ø |
Chlamydia Cassette SWAB TEST M or
F |
| |
Ø |
Strep A Cassette |
| |
Ø |
Strep A Strip |
| |
Ø |
Cholera Cassette |
| |
Ø |
Mononucleosis Cassette |
CANCER MARKERS: NOT FDA APPROVED
| |
Ø |
PSA 1ng |
| |
Ø |
PSA 4ng |
| |
Ø |
PSA 1 & 4 |
| |
Ø |
Fecal Occult Blood (FOB)
Cassette |
| |
Ø |
CEA Cassette |
| |
Ø |
AFP Cassette |
HEART MAKERS: NOT FDA APPROVED
| |
Ø |
Myoglobin Cassette |
| |
Ø |
Myoglobin/Troponin Combo
Cassette |
| |
Ø |
CRP: C Reactive Protein
Cassette |
| |
Ø |
My/CRP Combo Cassette |
| |
Ø |
My/CK-MB/Tri Combo
Cassette |
OTHER: NOT FDA APPROVED
| |
Ø |
TSH Adult Cassette
(thyroid) |
| |
Ø |
TSH Neonatal Cassette
(thyroid) |
| |
Ø |
IgE Allergy |
CoVid-19 / SARS2 Activities
In response to the CoVid-19 / SARS2 (“CoVid-19”) Pandemic, in early
January 2020, the Company set out to test and perform the studies
necessary to develop a Rapid Diagnostic Test (“RDT”) and Real Time
Polymerase Chain Reaction Test (“RT-PCR”). During the quarter ended
March 31, 2020, the Company completed the testing necessary to
develop both the RDT and RT-PCR tests. RDT test results are
available in 10 minutes with an overall accuracy rate of 98%. The
RT-PCR test looks for the E-Gene and RdRq-Gene markers and has
proven to be 97% accurate. The test is able to be processed in any
PCR machine and each test kit includes the required reagents.
On March 15, 2020, the Registrant received an Acknowledgment Letter
from the FDA that the Center for Devices and Radiological Health of
the U.S Food and Drug Administration has received the Registrant’s
Emergency Use Approval for the Real Time PCR Test. The Registrant’s
submission has been assigned the unique document control number
PEUA200084.
On April 6, 2020, Company received an Acknowledgment Letter (the
“Letter”) from the FDA that the Center for Devices and Radiological
Health of the FDA has received the Company’s Rapid Diagnostic
IgG/IgM 10 minute Rapid test application submitted by Charles
Strongo, the Company’s Chief Executive Officer. The Rapid
Diagnostic IgG/IgM 10 minute Rapid test requires no machine. The
Company’s submission has been assigned the unique document control
number EUA200181.
On May 22, 2020, Company received a Letter of Authorization from
1drop Inc. which authorizes the Company to sell 1drop Inc.’s 1copy
TM COVID-19 qPCR Multi Kit, which has received Emergency Use
Authorization from the Food and Drug Administration.
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 the impact
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 |
|
|
|
mammography) |
|
diagnosis |
|
|
|
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 |
|
|
|
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 these
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 December 31, 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 June 30, 2020, 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.
ITEM 1A. RISK FACTORS
Smaller reporting companies are not required to provide the
information required by this Item 1A.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
Item 2.
Properties
We utilize approximately 1,500 square feet of office and warehouse
space located at 1402 North El Camino Real, San Clemente,
California 92672. The space is leased pursuant to a sublease on a
month-to-month basis with monthly rent due of $3,660.
Item 3. LEGAL
PROCEEDINGS
We are not party to nor are we aware of any material pending
lawsuit, litigation or proceeding.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
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:
| |
|
2020 |
| |
|
High |
|
Low |
| First
Quarter (July 1 – September 30) |
|
$ |
16.86 |
|
|
|
5.00 |
|
| Second Quarter
(October 1 – December 31) |
|
$ |
9.00 |
|
|
|
7.04 |
|
| Third Quarter
(January 1 – March 31) |
|
$ |
7.04 |
|
|
|
7.04 |
|
| Fourth Quarter (April
1 – June 30) |
|
$ |
13.00 |
|
|
|
4.90 |
|
| |
|
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 |
|
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
323 stockholders of record holding an aggregate of 59,966,358
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 Nevada Agency and
Transfer Company, having an office at 50 West Liberty Street, Suite
880, Reno, NV 89501; their phone number is (775) 322-0626.
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
On July 13, 2020 and August 3, 2020, the Company and Geneva Roth
Remark Holdings, Inc. ("Geneva") entered into separate and
identical Securities Purchase Agreements (the "Geneva SPAs")
Pursuant to the Geneva SPAs, Geneva and the Company entered into
separate and identical Convertible Promissory Notes also dated as
of July 13, 2020 and August 3, 2020 for principal amounts of
$63,000 and $55,000, respectively (the "Geneva CPNs").
Pursunt to the terms of the Geneva CPNs, the Company received net
proceeds of $60,000 and $52,000 (each notes proceeds were net of
$3,000 in legal fees). The Geneva CPNs mature in one year, accrue
interest of 10% and, after 180 days, are convertible into shares of
common stock any time at a conversion price equal to 58% of the
lowest trading price during the twenty trading day period ending on
the latest complete trading day prior to the conversion date.
Geneva has agreed to restrict its ability to convert the Geneva
CPNs and receive shares of common stock such that the number of
shares of common stock held by them in the aggregate and their
affiliates after such conversion or exercise does not exceed 4.99%
of the then issued and outstanding shares of common stock. The
Geneva CPNs represent a debt obligation arising other than in the
ordinary course of business, which constitutes a direct financial
obligation of the Company. The Geneva CPNs also provide for
penalties and rescission rights if the Company does not deliver
shares of our common stock upon conversion within the required
timeframes. In the event of default, the note interest rate
increases to 22%.
On July 22, 2020, Company entered into a Common Stock Purchase
Agreement (the “EMC2 SPA”) and a Registration Rights
Agreement with EMC2 Capital, LLC (“EMC2 Capital”) pursuant
to which EMC2 Capital agreed to invest up to One Hundred Million
Dollars ($100,000,000) to purchase the Company’s common stock, at a
purchase price as defined in the Common Stock Purchase Agreement.
The Registration Rights Agreement was an inducement to EMC2 Capital
to execute and deliver the Common Stock Purchase Agreement, whereby
the Company agreed to provide certain registration rights under the
Securities Act of 1933, as amended, and the rules and regulations
thereunder, and applicable state securities laws, with respect to
the shares of common stock issuable for EMC2 Capital’s investment
pursuant to the Common Stock Purchase Agreement. No shares have
been sold to and purchased by EMC2 Capital as of the date of this
report.
Concurrently with the July 22, 2020 Common Stock Purchase
Agreement, the Company entered into a Common Stock Purchase Warrant
with EMC2 Capital (the “EMC2 Warrant”) to subscribe for a
purchase from the Company up to Two Million (2,000,000) shares of
the Company’s Common Stock. The EMC2 Warrant has an initial
exercise price of $1.59, the closing price of our common stock on
July 22, 2020, is non-cancellable, vests upon issuance and expires
on the fifth anniversary of the EMC2 Warrant date of issuance.
The foregoing Geneva SPA, Geneva CPNs and EMC2 SPA were issued by
the Company under the exemption from registration afforded by
Section 4(a)(2) of the Securities Act, as amended and/or Regulation
D promulgated thereunder, as the securities were issued to
accredited investors, without a view to distribution, and were not
issued through any general solicitation or advertisement.
On July 9, 2020 and July 31, 2020, the Company received $50,000 and
$40,000, respectively, from Dr. Scott Ford, Director, in exchange
for restricted common stock at a price of $2.00 per share.
On May 8, 2020, the Company issued 1,850,000 shares valued at $2.00
as a bonus for prior service, including related party issuances of
a) 500,000 shares to Charles Strongo, CEO; and b) 750,000 shares to
LionsGate.
On April 28, 2019, the Company issued 64,000 shares to Barbara
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.
Additional Information
Copies of our annual reports, quarterly reports, current reports,
and any amendments to those reports, are available free of charge
on the internet at www.sec.gov. All statements made in any of our
filings, including all forward-looking statements, are made as of
the date of the document(s) in which the statement is included, and
we do not assume or undertake any obligation to update any of those
statements or documents unless we are required to do so by law.
Item 7. 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 financial statements and the
accompanying notes to the financial statements included in this
Form 10-K.
Our discussion and analysis of our financial condition and
results of operations is based on our financial statements, which
have been prepared in accordance with accounting principles
generally accepted in the United States of America. The preparation
of these 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.
Overview
We are a small company that focuses on selling and developing
in-vitro diagnostic products, including rapid diagnostic tests,
such as the CoVid-19 Test, 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.
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.
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.
As of June 30, 2020, we had negative working capital of $84,534, a
cash balance of $18,157 and inventory balance of $152,147.
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 financial statements do not include any
adjustments that might result from the outcome of this
uncertainty.
Results of Operations
Year ended June 30, 2020 compared to the year ended June 30,
2019
Revenue and Cost of Revenue
During the Company’s fourth quarter we began shipments of our
CoVid-19 Rapid Diagnostic Test which accounted for all of our
revenue in fiscal 2020 or $241,624 compared to no revenue in the
prior year. We realized a gross profit margin of 37.7% resulting in
gross profit of $91,036.
Operating Expenses
| |
|
|
|
Year Ended June 30, |
|
2020 Compared |
| |
|
|
|
2020 |
|
2019 |
|
To 2019 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
Professional fees |
|
|
|
$ |
61,500 |
|
|
$ |
9,608 |
|
|
$51,942 |
|
Research and development |
|
|
|
|
513,003 |
|
|
|
— |
|
|
513,003 |
|
Selling, general and administrative |
|
|
|
|
82,078 |
|
|
|
182 |
|
|
81,896 |
|
Stock based compensation |
|
|
|
|
3,700,000 |
|
|
|
24,202 |
|
|
3,675,798 |
|
Total operating expenses |
|
|
|
$ |
4,356,631 |
|
|
$ |
33,992 |
|
|
$4,322,639 |
Professional Fees
Professional fees relate to expenditures incurred primarily for
legal and accounting services. Professional fees increased $51,942
compared to the prior year due to increased professional and
management fees incurred in furtherance of the Company’s business
plan and the administration of the public entity.
Research and Product Development
Research and Product Development (“R&D”) costs represent
costs incurred to develop our tests and are incurred pursuant to
agreements with other third-party providers and certain internal
R&D cost allocations when applicable. R&D costs are
expensed when incurred. R&D costs increased $513,003 compared
to the prior year due to development of the Company’s CoVid-19
rapid test.
Selling, General and Administrative
Selling, general and administrative (“SG&A”) costs
include all expenditures related to personnel, travel and
entertainment, public company compliance costs, insurance and other
office related costs. SG&A costs increased $81,896 compared to
the prior year due to increases in costs related to sales
commissions, rent, transfer agent fees and other general costs in
furtherance of the Company’s business plan.
Stock Based Compensation
On May 8, 2020, the Company issued 1,850,000 shares valued at $2.00
as a bonus for prior service, including related party issuances of
a) 500,000 shares to Charles Strongo, CEO; and b) 750,000 shares to
LionsGate, compared to the issuance of 64,000 shares to Barbara
Bauman, former executive officer, valued at $32,000 of which
$24,202 was compensation related and the remainder issued as
reimbursement for costs paid by Mrs. Bauman on behalf of the
Company.
Other Income and (Expense)
| |
|
Year Ended June 30, |
|
2020
|
| |
|
2020 |
|
2019 |
|
compared to
2019
|
|
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
$ |
(2,857 |
) |
|
$ |
— |
|
|
$ |
(2,857 |
) |
|
Gain on forgiveness of liabilities |
|
|
— |
|
|
|
3,125 |
|
|
|
(3,125 |
) |
|
Accretion of debt discount |
|
|
(17,075 |
) |
|
|
— |
|
|
|
(17,075 |
) |
|
Total other income (expense) |
|
$ |
(19,932 |
) |
|
$ |
3,125 |
|
|
$ |
(23,057 |
) |
“Interest expense” relates to the stated interest of our
convertible promissory notes issued in fiscal 2020. “Accretion of
debt discount” represents the accretion of the discount applied to
those notes as a result of the beneficial conversion feature
contained therein. For additional information, see “NOTE 4 – Related Party Transactions”
and “NOTE 5 – Convertible Promissory Notes” to our Financial
Statements contained in this Form 10-K.
Liquidity and Capital Resources
As of June 30, 2020, our assets consisted of $14,497 in cash,
$15,064 in prepaid expenses and other current assets and $152,147
in inventory compared to current liabilities of $241,443. From
inception to June 30, 2020, we have incurred an accumulated deficit
of $4,748,609. This loss has been incurred through a combination of
professional fees, R&D, SG&A and stock based compensation
costs to support our plans to develop our business. During the
years ended June 30, 2020, the Company had revenue of $241,624 and
incurred a loss from operations of $4,356,595, or 656,631 excluding
the effects of stock based compensation, compared to a net
operating loss of $33,992, or $9,790 excluding the effects of stock
based compensation, in fiscal 2019. The increase in the loss is
primarily due to the development of our CoVid19 Rapid Test. 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. Recently, on On July 13, 2020 and
August 3, 2020, the Company entered into Securities Purchase
Agreements resulting in the sale of two promissor notes for
proceeds of $60,000 and $52,000, respectively. Additionally, on
July 22, 2020, Company entered into a Common Stock Purchase
Agreement and a Registration Rights Agreement with EMC2 Capital,
LLC pursuant to which EMC2 Capital agreed to invest up to One
Hundred Million Dollars ($100,000,000) to purchase the Company’s
common stock. More information related to these financings can be
found in the notes to our consolidated financial statements. The
Company currently has insufficient funds to operate over the next
twelve months. To finance our operations, we intend to either sell
shares pursuant to the Common Stock Purchase Agreement or seek
additional debt financing or a combination thereof.
Summary of Cash Flows
Presented below is a table that summarizes the cash provided or
used in our activities and the amount of the respective increases
or decreases in cash provided by (used in) those activities between
the fiscal periods:
| |
|
Year Ended June 30, |
|
Increase
/ |
| |
|
2020 |
|
2019 |
|
(Decrease) |
|
Operating activities |
|
$ |
(685,136 |
) |
|
$ |
(182 |
) |
|
$ |
684,954 |
|
|
Investing activities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Financing activities |
|
|
679,715 |
|
|
|
20,100 |
|
|
|
659,615 |
|
|
Net increase (decrease) in cash and cash equivalents |
|
$ |
(5,421 |
) |
|
$ |
19,918 |
|
|
$ |
1,344,569 |
|
Operating Activities
Net cash used in operating activities increased $684,954. The
Company effectively began meaningful operations in the year ended
June 30, 2020 resulting in increased use of cash compared to the
prior year with the increase due primarily to increases in
inventory, and CoVid19 test kit development in addition to
increases in professional fees R&D and SG&A costs.
Investing Activities
The Company had no investing activities during the years ended June
30, 2020 or 2019.
Financing Activities
During the years ended June 30, 2020, the Company received 1)
$20,000 upon the sale of 2,000,000 shares of common stock to
LionsGate for $0.01 per share; 2) $564,715 from related party notes
and advances; and 3) 95,000 from the sale of convertible promissory
notes.
Contractual Obligations
None.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
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.
Recently Issued Accounting Pronouncements
For a discussion of new accounting pronouncements see Note 2,
Summary of Significant Accounting Policies, of the consolidated
financial statements appearing elsewhere in this Form 10-K.
ITEM 7A.
Quantitative and Qualitative Disclosures About Market
Risk
Smaller reporting companies are not required to provide the
information required by this item.
Item 8. Financial
Statements
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
|
Report of Independent Registered
Public Accounting Firm |
19 |
| |
|
| Consolidated Balance Sheets as of June 30, 2020
and 2019 |
20 |
| |
|
| Consolidated Statements of Operations for the
Years Ended June 30, 2020 and 2019 |
21 |
| |
|
| Consolidated Statements of Stockholders’ Equity
(Deficit) for the Years Ended June 30, 2020 and 2019 |
22 |
| |
|
| Consolidated Statements of Cash Flows for the
Years Ended June 30, 2020 and 2019 |
23 |
| |
|
| Notes to the Consolidated Financial
Statements |
24 |
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, 2020 and
2019, 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, 2020 and 2019, 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. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial
reporting. As part of our audits we are required to obtain an
understanding of internal control over financial reporting but not
for the purpose of expressing an opinion on the effectiveness of
the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.
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
September 28, 2020
|
GLOBAL WHOLEHEALTH PARTNERS
CORPORATION |
|
CONSOLIDATED BALANCE SHEETS |
| |
|
|
|
|
|
|
|
|
| |
|
|
June 30, |
|
|
|
June
30, |
|
|
|
|
|
2020 |
|
|
|
2019 |
|
| ASSETS |
|
|
|
|
|
|
|
|
| Current assets: |
|
|
|
|
|
|
|
|
| Cash |
|
$ |
14,497 |
|
|
$ |
19,918 |
|
| Prepaid expenses and other current
assets |
|
|
15,064 |
|
|
|
— |
|
| Inventory |
|
|
152,147 |
|
|
|
— |
|
|
Total current assets |
|
|
181,708 |
|
|
|
19,918 |
|
|
Total assets |
|
$ |
181,708 |
|
|
$ |
19,918 |
|
| |
|
|
|
|
|
|
|
|
| LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT) |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Current liabilities: |
|
|
|
|
|
|
|
|
| Related party note |
|
$ |
120,965 |
|
|
$ |
— |
|
|
Convertible notes payable,
net of discount of $25,149 |
|
|
69,851 |
|
|
|
— |
|
| Accounts payable and accrued liabilities |
|
|
46,321 |
|
|
|
— |
|
|
Related party payables |
|
|
4,306 |
|
|
|
100 |
|
|
Total current liabilities |
|
|
241,443 |
|
|
|
100 |
|
|
Total liabilities |
|
|
241,443 |
|
|
|
100 |
|
| |
|
|
|
|
|
|
|
|
| Commitments and contingencies |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Stockholders' equity (deficit): |
|
|
|
|
|
|
|
|
| Preferred stock; $0.001 par value, 10,000,000 shares
authorized, no shares issued or outstanding at June 30, 2020 and
2019 |
|
|
— |
|
|
|
— |
|
| Common stock; $0.001 par value, 400,000,000 shares
authorized, 59,966,358 and 56,116,358 shares issued and outstanding
at June 30, 2020 and 2019, respectively |
|
|
59,966 |
|
|
|
56,116 |
|
| Additional paid-in capital |
|
|
4,628,908 |
|
|
|
426,784 |
|
|
Retained deficit |
|
|
(4,748,609 |
) |
|
|
(463,082 |
) |
|
Total stockholders' equity
(deficit) |
|
|
(59,735 |
) |
|
|
19,818 |
|
|
Total liabilities and stockholders'
equity (deficit) |
|
$ |
181,708 |
|
|
$ |
19,918 |
|
| |
|
|
|
|
|
|
|
|
|
(The accompanying notes are an integral
part of these consolidated financial statements) |
|
GLOBAL WHOLEHEALTH PARTNERS CORPORATION |
|
CONSOLIDATED STATEMENTS OF OPERATIONS |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended June 30, |
|
|
|
|
2020 |
|
|
|
2019 |
|
| |
|
|
|
|
|
|
|
|
| Revenue |
|
$ |
241,624 |
|
|
$ |
— |
|
| Cost of revenue |
|
|
150,588 |
|
|
|
— |
|
| Gross profit |
|
|
91,036 |
|
|
|
— |
|
| |
|
|
|
|
|
|
|
|
| Operating expenses: |
|
|
|
|
|
|
|
|
| Professional
fees |
|
|
61,550 |
|
|
|
9,608 |
|
| Research and
development |
|
|
513,003 |
|
|
|
— |
|
|
Selling, general and administrative |
|
|
3,782,078 |
|
|
|
24,384 |
|
| Total operating
expense |
|
|
4,356,631 |
|
|
|
33,992 |
|
| Loss from operations |
|
|
(4,265,595 |
) |
|
|
(33,992 |
) |
| Other income (expense) |
|
|
|
|
|
|
|
|
| Interest
expense |
|
|
(2,857 |
) |
|
|
— |
|
| Gain on
forgiveness of liabilities |
|
|
— |
|
|
|
3,125 |
|
|
Accretion of debt discount |
|
|
(17,075 |
) |
|
|
— |
|
| Total other
income (expense) |
|
|
(19,932 |
) |
|
|
3,125 |
|
| Net loss |
|
$ |
(4,285,527 |
) |
|
$ |
(30,867 |
) |
| |
|
|
|
|
|
|
|
|
| Basic and
Diluted Loss per Common Share |
|
$ |
(0.07 |
) |
|
$ |
(0.01 |
) |
| |
|
|
|
|
|
|
|
|
| Weighted
average number of common shares outstanding - basic and
diluted |
|
|
57,804,167 |
|
|
|
5,892,840 |
|
| |
|
|
|
|
|
|
|
|
| (The
accompanying notes are an integral part of these consolidated
financial statements) |
|
|
GLOBAL WHOLEHEALTH PARTNERS CORPORATION |
|
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
|
|
Stockholders’ |
| |
|
|
Common Stock |
|
|
|
Paid-in |
|
|
|
Retained |
|
|
|
Equity |
|
| |
|
|
Shares |
|
|
|
Amount |
|
|
|
Capital |
|
|
|
Deficit |
|
|
|
(Deficit)
|
|
| 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 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Common stock issued to related party
for cash at $0.01 per share |
|
|
2,000,000 |
|
|
|
2,000 |
|
|
|
18,000 |
|
|
|
— |
|
|
|
20,000 |
|
| Issuance of common stock for
services |
|
|
1,850,000 |
|
|
|
1,850 |
|
|
|
3,698,150 |
|
|
|
— |
|
|
|
3,700,000 |
|
| Forgiveness of related party
advances |
|
|
— |
|
|
|
— |
|
|
|
443,750 |
|
|
|
— |
|
|
|
443,750 |
|
| Discount on convertible promissory
notes due to beneficial conversion feature |
|
|
— |
|
|
|
— |
|
|
|
42,224 |
|
|
|
— |
|
|
|
42,224 |
|
| Net loss for the
year ended June 30, 2020 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(4,285,527 |
) |
|
|
(4,285,527 |
) |
| Balance, June 30, 2020 |
|
|
59,966,358 |
|
|
$ |
59,966 |
|
|
$ |
4,628,908 |
|
|
$ |
(4,748,609 |
) |
|
$ |
(59,735 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (The
accompanying notes are an integral part of these consolidated
financial statements) |
|
GLOBAL
WHOLEHEALTH PARTNERS CORPORATION |
|
CONSOLIDATED STATEMENTS OF CASH FLOWS |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended June 30, |
|
|
|
|
|
2020 |
|
|
|
2019 |
|
| Cash flows from
operating activities |
|
|
|
|
|
|
|
|
| Net
loss |
|
$ |
(4,285,527 |
) |
|
$ |
(30,867 |
) |
| Adjustments to
reconcile net loss to net cash flows used in operating
activities: |
|
|
|
|
|
|
|
|
| Common stock
issued for services |
|
|
3,700,000 |
|
|
|
24,202 |
|
| Common stock
issued for debt settlement |
|
|
— |
|
|
|
7,798 |
|
| Accretion of debt
discount |
|
|
17,075 |
|
|
|
— |
|
| Changes in
operating assets and liabilities: |
|
|
|
|
|
|
|
|
| Prepaid expenses
and other current assets |
|
|
(15,064 |
) |
|
|
— |
|
| Inventory |
|
|
(152,147 |
) |
|
|
— |
|
| Accounts payable
and accrued expenses |
|
|
46,321 |
|
|
|
(1,315 |
) |
| Related
party payables |
|
|
4,206 |
|
|
|
— |
|
| Net
cash flows from operating activities |
|
|
(685,136 |
) |
|
|
(182 |
) |
| |
|
|
|
|
|
|
|
|
| Cash flows from
financing activities |
|
|
|
|
|
|
|
|
| Proceeds from sale
of common stock |
|
|
20,000 |
|
|
|
20,100 |
|
| Proceeds from
related party note, net |
|
|
120,965 |
|
|
|
— |
|
| Proceeds from
convertible notes |
|
|
95,000 |
|
|
|
— |
|
|
Proceeds from related party advances |
|
|
443,750 |
|
|
|
— |
|
| Net
cash flows from financing activities |
|
|
679,715 |
|
|
|
20,100 |
|
| |
|
|
|
|
|
|
|
|
| Change in cash |
|
|
(5,421 |
) |
|
|
19,918 |
|
| |
|
|
|
|
|
|
|
|
| Cash at beginning of period |
|
|
19,918 |
|
|
|
— |
|
| |
|
|
|
|
|
|
|
|
| Cash at end of
period |
|
$ |
14,497 |
|
|
$ |
19,918 |
|
| |
|
|
|
|
|
|
|
|
| Supplemental
disclosure of cash flow information: |
|
|
|
|
|
|
|
|
| Interest paid in
cash |
|
$ |
— |
|
|
$ |
— |
|
| Income taxes paid
in cash |
|
$ |
— |
|
|
$ |
— |
|
| |
|
|
|
|
|
|
|
|
| (The
accompanying notes are an integral part of these consolidated
financial statements) |
GLOBAL WHOLEHEALTH PARTNERS CORPORATION
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2020 AND 2019
NOTE 1 – Organization and Going Concern
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 shown in the accompanying financial statements, the Company
incurred negative operating cash flows of $685,136 for the year
ended June 30, 2020 and has an accumulated deficit of $4,748,609
from inception through June 30, 2020. 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.
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.
Inventory
Inventory is stated at the lower of cost or market. Inventory cost
is determined on a weighted average basis in accordance with ASC
330-10-30-9. Provisions are made to reduce slow-moving, obsolete,
or unusable inventories to their estimated useful or scrap values.
When necessary, the Company establishes reserves for this
purpose.
Revenue Recognition
The Company recognizes revenue from operations through the sale of
products. Product revenue is comprised of the sale of consumables.
To date, all products sold have been fully paid for in advance of
shipment.
Revenue is recognized when control of products and services is
transferred to the customer in an amount that reflects the
consideration that the Company expects to receive from the customer
in exchange for those products and services. This process involves
identifying the contract with the customer, determining the
performance obligations in the contract, determining the contract
price, allocating the contract price to the distinct performance
obligations in the contract, if applicable, and recognizing revenue
when the performance obligations have been satisfied. A performance
obligation is considered distinct from other obligations in a
contract when it provides a benefit to the customer either on its
own or together with other resources that are readily available to
the customer and is separately identified in the contract. The
Company considers a performance obligation satisfied once it has
transferred control of a good or service to the customer, meaning
the customer has the ability to use and obtain the benefit of the
good or service. The Company recognizes revenue for satisfied
performance obligations only when it determines there are no
uncertainties regarding payment terms or transfer of control.
Revenue from product sales is generally recognized upon shipment to
the end customer, which is when control of the product is deemed to
be transferred. Invoicing typically occurs prior to shipment and
the term between invoicing and when payment is due is not
significant.
Revenue is recorded net of discounts, and sales taxes collected on
behalf of governmental authorities. Sales commissions are recorded
as selling and marketing expenses when incurred.
The Company records any payments received from customers prior to
the Company fulfilling its performance obligation(s) as deferred
revenue.
Concentration of Credit Risk and Off-Balance Sheet Risk
The Company has no significant off-balance-sheet risk such as
foreign exchange contracts, option contracts, or other foreign
hedging arrangements. Financial instruments that potentially
subject the Company to concentrations of credit risk are
principally cash. The Company’s policy is to place its cash in high
quality financial institutions. The Company does not believe
significant credit risk exists with respect to these
institutions.
The
Company had three customers that represented 87.6% of revenue
(59.6%, 17.4% and 10.6%) for the year ended June 30, 2020
Leases
The Company recognizes leases with a term of greater than a year on
the balance sheet by recording right-of-use assets and lease
liabilities. Leases can be classified as either operating leases or
finance leases. Operating leases will result in straight-line lease
expense, while finance leases will result in front-loaded expense.
The Company’s lease consists of an operating lease for office
space. The Company does not recognize a lease liability or
right-of-use asset on the balance sheet for short-term leases.
Instead, the Company recognizes short-term lease payments as an
expense on a straight-line basis over the lease term. A short-term
lease is defined as a lease that, at the commencement date, has a
lease term of 12 months or less and does not include an option to
purchase the underlying asset that the lessee is reasonably certain
to exercise.
Derivatives
All derivatives are recorded at fair value on the balance sheet.
The Company has determined fair values using market based pricing
models incorporating readily available prices and or valuation
techniques that require inputs that are both significant to the
fair value measurement and unobservable (supported by little or no
market activity) that requires judgment and estimates.
Fair Value of Financial Instruments
The Company follows the guidance of FASB ASC 820 and ASC 825 for
disclosure and measurement of the fair value of its financial
instruments. FASB ASC 820 establishes a framework for measuring
fair value under GAAP and expands disclosures about fair value
measurements. To increase consistency and comparability in fair
value measurements and related disclosures, ASC 820 establishes a
fair value hierarchy which prioritizes the inputs to valuation
techniques used to measure fair value into three (3) broad levels.
The fair value hierarchy gives the highest priority to quoted
prices (unadjusted) in active markets for identical assets or
liabilities and the lowest priority to unobservable inputs.
The three (3) levels of fair value hierarchy defined by ASC 820 are
described below:
| |
Level 1: |
Quoted market prices available in active markets
for identical assets or liabilities as of the reporting
date. |
| |
Level 2: |
Pricing inputs other than quoted prices in active
markets included in Level 1, which are either directly or
indirectly observable as of the reporting date. |
| |
Level 3: |
Pricing inputs that are generally observable
inputs and not corroborated by market data. |
The carrying amount of the Company’s financial assets and
liabilities, such as cash, prepaid expenses, accounts payable and
notes payable approximate their fair value due to their short-term
nature.
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.
Related-Party Transactions
Parties are considered to be related to the Company if the parties
directly or indirectly, through one or more intermediaries,
control, are controlled by, or are under common control with the
Company. Related parties also include principal stockholders of the
Company, its management, members of the immediate families of
principal stockholders of the Company and its management and other
parties with which the Company may deal where one party controls or
can significantly influence the management or operating policies of
the other to an extent that one of the transacting parties might be
prevented from fully pursuing its own separate interests. The
Company discloses all material related-party transactions. All
transactions shall be recorded at fair value of the goods or
services exchanged. Property purchased from a related party is
recorded at the cost to the related party and any payment to or on
behalf of the related party in excess of the cost is reflected as
compensation or distribution to related parties depending on the
transaction.
Net Income (Loss) Per Share
Basic net loss per common share attributable to common stockholders
is calculated by dividing the net loss attributable to common
stockholders by the weighted-average number of common shares
outstanding for the period, without consideration for common stock
equivalents. Diluted net loss per common share attributable to
common stockholders is computed by dividing the net loss
attributable to common stockholders by the weighted-average number
of common share equivalents outstanding for the period determined
using the treasury-stock method. Dilutive common stock equivalents
are comprised of convertible notes. For all periods presented,
there is no difference in the number of shares used to calculate
basic and diluted shares outstanding due to the Company’s net loss
position.
The potentially dilutive securities that would be anti-dilutive due
to the Company’s net loss are not included in the calculation of
diluted net loss per share attributable to common stockholders. The
anti-dilutive securities are as follows (in common stock equivalent
shares):
| |
|
Year Ended
June 30, 2020 |
|
Year Ended
June 30, 2019 |
|
Convertible promissory notes |
|
|
10,727 |
|
|
|
— |
|
Research and Development
Research and development costs primarily consist of research
contracts for the advancement of product development. The Company
expenses all research and development costs in the period
incurred.
Stock-Based Compensation
The Company accounts for stock-based compensation in accordance
with Accounting Standards Codification (“ASC”) 718, Stock Based
Compensation. ASC 718 requires all stock-based payments to
directors, employees and consultants, including grants of stock
options, to be recognized in the consolidated statements of
operations based on their fair values.
Recent 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.
In February 2016, the Financial Accounting Standards Board (FASB)
issued Accounting Standards Update (ASU) 2016-02, “Leases” (Topic
842), whereby lessees will be required to recognize for all leases
at the commencement date a lease liability, which is a lessee’s
obligation to make lease payments arising from a lease, measured on
a discounted basis; and a right-of-use asset, which is an asset
that represents the lessee’s right to use, or control the use of, a
specified asset for the lease term. A modified retrospective
transition approach is required, applying the new standard to all
leases existing at the date of initial application. An entity may
choose to use either (1) its effective date or (2) the beginning of
the earliest comparative period presented in the financial
statements as its date of initial application. If an entity chooses
the second option, the transition requirements for existing leases
also apply to leases entered into between the date of initial
application and the effective date. The entity must also recast its
comparative period financial statement and provide the disclosures
required by the new standard for the comparative periods. The
Company adopted the new standard on July 1, 2019. The adoption of
this standard had no impact on the Company’s consolidated financial
statements due to the Company’s leases being for periods of one
year or less.
In July 2017, the FASB issued ASU
No. 2017-11, Earnings Per Share (Topic 260),
Distinguishing Liabilities from Equity (Topic 480), Derivatives and
Hedging (Topic 815). The amendments in Part I of this
Update change the classification analysis of certain equity-linked
financial instruments (or embedded features) with down round
features. When determining whether certain financial instruments
should be classified as liabilities or equity instruments, a down
round feature no longer precludes equity classification when
assessing whether the instrument is indexed to an entity’s own
stock. The amendments also clarify existing disclosure requirements
for equity-classified instruments. As a result, a free-standing
equity-linked financial instrument (or embedded conversion option)
no longer would be accounted for as a derivative liability at fair
value as a result of the existence of a down round feature. For
freestanding equity classified financial instruments, the
amendments require entities that present earnings per share (EPS)
in accordance with Topic 260 to recognize the effect of the down
round feature when it is triggered. That effect is treated as a
dividend and as a reduction of income available to common
shareholders in basic EPS. Convertible instruments with embedded
conversion options that have down round features are now subject to
the specialized guidance for contingent beneficial conversion
features (in Subtopic 470-20, Debt—Debt with Conversion and Other
Options), including related EPS guidance (in Topic 260). The
amendments in Part II of this Update recharacterize the indefinite
deferral of certain provisions of Topic 480 that now are presented
as pending content in the Codification, to a scope exception. Those
amendments do not have a material accounting effect. For public
business entities, the amendments in Part I of this Update are
effective for fiscal years, and interim periods within those fiscal
years, beginning after December 15, 2018. Early adoption is
permitted for all entities, including adoption in an interim
period. If an entity early adopts the amendments in an interim
period, any adjustments should be reflected as of the beginning of
the fiscal year that includes that interim period. The Company
adopted ASU 2017-11 effective July 1, 2019. The adoption of this
standard had no impact on the Company’s consolidated financial
statements.
In June 2018, the FASB issued ASU
2018-07, Compensation-Stock Compensation (Topic 718):
Improvements to Non-employee Share-Based Payment Accounting,
which simplifies the accounting for share-based payments made to
non-employees so the accounting for such payments is substantially
the same as those made to employees. Under this ASU, share based
awards to non-employees will be measured at fair value on the grant
date of the awards, entities will need to assess the probability of
satisfying performance conditions if any are present, and awards
will continue to be classified according to ASC 718 upon vesting
which eliminates the need to reassess classification upon vesting,
consistent with awards granted to employees. The Company adopted
ASU 2018-07 effective July 1, 2019. The adoption of this standard
had no impact on the Company’s consolidated financial
statements.
In December 2019, the FASB issued ASU 2019-12, “Income Taxes
(Topic 740): Simplifying the Accounting for Income Taxes,”
which is intended to simplify various aspects related to accounting
for income taxes. ASU 2019-12 removes certain exceptions to the
general principles in Topic 740 and also clarifies and amends
existing guidance to improve consistent application. This guidance
is effective for fiscal years, and interim periods within those
fiscal years, beginning after December 15, 2020, with early
adoption permitted. We do not expect the adoption of ASU 2019-12 to
have a material impact on our consolidated financial
statements.
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 59,966,358 and 56,116,358 shares were issued and outstanding
as of March 31, 2020 and June 30, 2019, respectively. During the
year ended August 31, 2020, the number of shares increased by
3,850,000 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 and on
the May 8, 2020, issuance 1,850,000 shares valued at $2.00 as a
bonus for prior service, including related party issuances of a)
500,000 shares to Charles Strongo, CEO; and b) 750,000 shares to
LionsGate.
NOTE 4 – Related Party Transactions
During the year ended June 30, 2020, 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. During the year ended June 30, 2020,
LionsGate provided advances totaling $564,715 which was used to pay
professional fees of $57,000, general costs of $29,965 and research
studies for the development of CoVid-19 related tests of $477,750.
On March 30, 2020, LionsGate forgave $443,750. See Related Party
Note below for additional information.
The Company utilizes the R&D capabilities of Pan Probe Biotech
to perform studies in validation of the Company’s CoVid-19 tests.
Dr. Shujie Cui is the Company’s Chief Science Officer and 100%
owner of Pan Probe. During fiscal 2020 the Company paid a total of
$511,056 to Pan Probe, including $465,250 directly from LionsGate
as part of the amounts described above
Related Party Note
On March 29, 2020, the Company issued a Promissory Note (the
“Note”) to LionsGate in the amount of $506,625 which was
equivalent to the advances made to the Company up to March 29,
2020. On March 30, 2020, LionsGate decided it would be in the best
interests of the Company to forgive the portion of the Note related
to testing costs which totaled $443,750 as of March 30, 2020. As a
result, the Company recognized an increase to additional paid-in
capital of $443,750 leaving a Note balance of $62,875. During the
three months ended June 30, 2020, LionsGate made payments totaling
$58,090 on behalf of the Company with said funds added to the
balance of the Note bringing the note balance to $120,965. The Note
was amended on June 30, 2020 (“Note Amendment”). Pursuant to
the Note and Note Amendment, the terms provide for total funding of
up to $585,000 or an additional $78,375 as of March 30, 2020 or an
additional $20,285 as of June 30, 2020. The Note bears interest at
the rate of 5% per annum and the principal and interest is due and
payable in full on June 30, 2021 (the “Maturity Date”). If
not paid by the Maturity Date, a 5% penalty will be added to the
Note and the term will extend for an additional 90 days.
During the year ended June 30, 2020, the Company recognized $1,316
of interest expense related to the Note.
The Note was issued by the Company under the exemption from
registration afforded by Section 4(a)(2) of the Securities Act, as
amended and/or Regulation D promulgated thereunder, as the
securities were issued to accredited investors, without a view to
distribution, and were not issued through any general solicitation
or advertisement.
NOTE 5 – Convertible Promissory Notes
On
April 18, 2020, the Company issued five separate unsecured
convertible promissory notes in exchange for $95,000 (the
"Convertible Notes"). Each Convertible Note contains the same terms
and conditions. The Convertible Notes bear interest of 8%, mature
in six months on October 17, 2020 and are convertible at any time
into shares of restricted common stock at a conversion price of
$9.00 per share. The debt discount attributable to the fair value
of the beneficial conversion feature amounted to $42,224 for the
Vista Note and is being accreted over the term of the Vista
Note.
During the year ended June 30, 2020, the Company recognized $1,541
of interest expense and $17,075 of accretion related to the
Convertible Notes.
NOTE 6 – 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, 2020 and 2019 are as follows:
|
|
|
|
2020 |
|
|
|
2019 |
|
|
Deferred tax assets: |
|
|
|
|
|
|
|
|
|
Net operating loss carryforwards |
|
$ |
166,545 |
|
|
$ |
42,336 |
|
|
Statutory tax rate |
|
|
21 |
% |
|
|
21 |
% |
|
Total deferred tax assets |
|
|
34,974 |
|
|
|
8,891 |
|
|
Less: valuation allowance |
|
|
(34,974 |
) |
|
|
(8,891 |
) |
|
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, 2020 and 2019 is
as follows:
| |
|
2020 |
|
2019 |
|
Federal Statutory Rate |
|
$ |
899,961 |
|
|
$ |
6,482 |
|
|
Nondeductible expenses |
|
|
(873,877 |
) |
|
|
(5,082 |
) |
|
Change in allowance on deferred tax assets |
|
|
26,084 |
|
|
|
1,400 |
|
|
|
|
$ |
— |
|
|
$ |
— |
|
The net increase in the valuation allowance for deferred tax assets
was $26,084 and $1,400 for the years ended June 30, 2020 and 2019,
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, 2020 available to offset future
federal taxable income, if any, of $166,545. 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 2017 through 2019 remain open to examination by
federal authorities and other jurisdictions in which the Company
operates.
NOTE 7 – Subsequent Events
Management has reviewed material events subsequent of the period
ended June 30, 2020 and prior to the filing of our consolidated
financial statements in accordance with FASB ASC 855 “Subsequent
Events”.
On July 13, 2020 and August 3, 2020, the Company and Geneva Roth
Remark Holdings, Inc. ("Geneva") entered into separate and
identical Securities Purchase Agreements (the "Geneva SPAs")
Pursuant to the Geneva SPAs, Geneva and the Company entered into
separate and identical Convertible Promissory Notes also dated as
of July 13, 2020 and August 3, 2020 for principal amounts of
$63,000 and $55,000, respectively (the "Geneva CPNs").
Pursunt to the terms of the Geneva CPNs, the Company received net
proceeds of $60,000 and $52,000 (each notes proceeds were net of
$3,000 in legal fees). The Geneva CPNs mature in one year, accrue
interest of 10% and, after 180 days, are convertible into shares of
common stock any time at a conversion price equal to 58% of the
lowest trading price during the twenty trading day period ending on
the latest complete trading day prior to the conversion date.
Geneva has agreed to restrict its ability to convert the Geneva
CPNs and receive shares of common stock such that the number of
shares of common stock held by them in the aggregate and their
affiliates after such conversion or exercise does not exceed 4.99%
of the then issued and outstanding shares of common stock. The
Geneva CPNs represent a debt obligation arising other than in the
ordinary course of business, which constitutes a direct financial
obligation of the Company. The Geneva CPNs also provide for
penalties and rescission rights if the Company does not deliver
shares of our common stock upon conversion within the required
timeframes. In the event of default, the note interest rate
increases to 22%.
On July 22, 2020, Company entered into a Common Stock Purchase
Agreement (the “EMC2 SPA”) and a Registration Rights
Agreement with EMC2 Capital, LLC (“EMC2 Capital”) pursuant
to which EMC2 Capital agreed to invest up to One Hundred Million
Dollars ($100,000,000) to purchase the Company’s common stock, at a
purchase price as defined in the Common Stock Purchase Agreement.
The Registration Rights Agreement was an inducement to EMC2 Capital
to execute and deliver the Common Stock Purchase Agreement, whereby
the Company agreed to provide certain registration rights under the
Securities Act of 1933, as amended, and the rules and regulations
thereunder, and applicable state securities laws, with respect to
the shares of common stock issuable for EMC2 Capital’s investment
pursuant to the Common Stock Purchase Agreement. No shares have
been sold to and purchased by EMC2 Capital as of the date of this
report.
Concurrently with the July 22, 2020 Common Stock Purchase
Agreement, the Company entered into a Common Stock Purchase Warrant
with EMC2 Capital (the “EMC2 Warrant”) to subscribe for a
purchase from the Company up to Two Million (2,000,000) shares of
the Company’s Common Stock. The EMC2 Warrant has an initial
exercise price of $1.59, the closing price of our common stock on
July 22, 2020, is non-cancellable, vests upon issuance and expires
on the fifth anniversary of the EMC2 Warrant date of issuance.
The foregoing Geneva SPA, Geneva CPNs and EMC2 SPA were issued by
the Company under the exemption from registration afforded by
Section 4(a)(2) of the Securities Act, as amended and/or Regulation
D promulgated thereunder, as the securities were issued to
accredited investors, without a view to distribution, and were not
issued through any general solicitation or advertisement.
On July 9, 2020 and July 31, 2020, the Company received $50,000 and
$40,000, respectively, from Dr. Scott Ford, Director, in exchange
for restricted common stock at a price of $2.00 per share.
On July 10, 2020, the Company made a payment to LG of $60,000 in
partial payment of the Note.
On August 6, 2020, the Company made a payment to LG of $50,000 in
partial payment of the Note.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer,
we conducted an evaluation of the effectiveness of the design and
operation of our disclosure controls and procedures, as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934 (the “Exchange Act”), as of the end of the period
covered by this quarterly report. Based on this evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that
as of June 30, 2020, that our disclosure controls and procedures
were effective such that the information required to be disclosed
in our SEC filings is recorded, processed, summarized and reported
within the time periods specified in SEC rules and forms, and is
accumulated and communicated to our management, including our Chief
Executive Officer and Chief Financial Officer, as appropriate to
allow timely decisions regarding required disclosure.
(b) Management’s Report on Internal Control over Financial
Reporting
Management’s Report on Internal Control over Financial
Reporting
Management is responsible for establishing and maintaining adequate
internal control over financial reporting (as defined in Rule
13a-15(f) under the Exchange Act). Our internal control over
financial reporting is a process designed under the supervision of
our principal executive officer and principal financial officer to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of our financial statements for
external reporting purposes in accordance with US GAAP. Because of
inherent limitations, internal control over financial reporting may
not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the
risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
As of June 30, 2020, our management, including our principal
executive officer and principal financial officer, assessed the
effectiveness of our internal control over financial reporting
using the criteria set forth in Internal Control — Integrated
Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission (comm. only referred to as
COSO). Based on this assessment, our management concluded that our
internal control over financial reporting was effective based on
those criteria as of June 30, 2020.
(c) Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial
reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) that occurred during the period covered by this
report that has materially affected, or is reasonably likely to
materially affect, our internal control over financial
reporting.
ITEM 9B. OTHER
INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
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 |
|
56 |
|
CEO, Chairman and
Secretary |
|
August 1, 2019 |
|
Richard Johnson |
|
86 |
|
CFO, Treasurer and
Director |
|
August 1, 2019 |
|
Rene Alvarez |
|
82 |
|
COO, President, Director |
|
August 1, 2019 |
|
Dr. Scott Ford |
|
67 |
|
Director |
|
August 1, 2019 |
|
Dr. Shuijie Cui |
|
56 |
|
Chief Science Officer and
Director |
|
August 1, 2019 |
|
Wolfgang Groeters |
|
85 |
|
Director |
|
August 1, 2019 |
Former Officers and Directors
Joseph Acaro, 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.
Sara Gonzales, Secretary from May 6, 2019 to April 15, 2020. On
April 15, 2020, the Company’s Board of Directors accepted the
resignation letter dated January 1, 2020 from Sarah Gonzales as the
Company’s Secretary. Her resignation was not due to any dispute or
disagreement with the Company on any matter relating to the
Company's operations, policies or practices and on April 15, 2020
was officially accepted by the Company’s Board of Directors To fill
the vacancy created by Ms. Gonzales’ resignation, the Company’s
Board of Directors appointed Charles Strongo as the Company’s
Secretary.
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 currently serves as the
Company’s CEO and Chairman since August 1, 2019 and as Secretary as
of April 15, 2020. Mr. Strongo has 30 years’ experience in business
management and operations with a proven track record of increasing
profitability in the health care industry and particularly in the
in-vitro diagnostic industry. 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 has served as President and Chief Executive Officer of
EarlyDETECT, Inc. (EDI) since March, 2004. 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.
Richard Johnson. Mr. Johnson currently serves as the
Company’s CFO and Director since August 1, 2019. 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.
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. and
Chief Financial Officer of Arizona Gold and Onyx Mining Co.
Rene Alvarez. Mr. Alvarez currently serves as the Company’s
COO/President as of May 8/2020 and Director since August 1, 2019.
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 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.
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.
Shuijie Cui. Mr. Ciu served as a post doctorate Fellow in
the Ob/Gyn and Reproductive Biology department of The University of
Texas Medical School at Houston. Mr. 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.
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.
All of our directors are
elected annually to serve for one year or until their successors
are duly elected and qualified.
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)).
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Because we do not have a class of equity securities registered
pursuant to section 12 of the Exchange Act we are not required to
make the disclosures required by Item 405 of Regulation SK.
CODE OF ETHICS
We have not adopted a code of ethics that applies to our principal
executive officer, principal financial officer, principal
accounting officer, or persons performing similar functions,
because of the small number of persons involved in the management
of the Company.
CORPORATE GOVERNANCE
Director Independence
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, at this time, after considering all of the
relevant facts and circumstances, our Board has determined that
Rene Alvarez, Dr. Scott Ford and Wolfgang Groeters are independent
from our management and qualify as an “independent director” under
the standards of independence of the FINRA listing standards. We do
not currently have a majority of independent directors as required
by the FINRA listing standards. Upon our listing on any national
securities exchange or any inter-dealer quotation system, we will
elect such independent directors as is necessary under the rules of
any such securities exchange.
Board Leadership Structure
We currently have two executive officers and six directors. Our
Board has reviewed our current Board leadership structure — which
consists of a Chief Executive Officer who is also the Chairman of
the Board and five other Directors of which three are independent —
in light of the composition of the Board, our size, the nature of
our business, the regulatory framework under which we operate, our
stockholder base, our peer group and other relevant factors, and
has determined that this structure is currently the most
appropriate Board leadership structure for our company.
Nevertheless, the Board intends to carefully evaluate from time to
time whether our Chief Executive Officer and Chairman positions
should be separated based on what the Board believes is best for us
and our stockholders.
Board Role in Risk Oversight
Risk is inherent in every business, and how well a business manages
risk can ultimately determine its success. We face a number of
risks, including strategic risks, enterprise risks, financial
risks, and regulatory risks. While our management is responsible
for day to day management of various risks we face, the Board, as a
whole, is responsible for evaluating our exposure to risk and to
satisfy itself that the risk management processes designed and
implemented by management are adequate and functioning as designed.
The Board reviews and discusses policies with respect to risk
assessment and risk management. The Board also has oversight
responsibility with respect to the integrity of our financial
reporting process and systems of internal control regarding finance
and accounting, as well as its financial statements.
Board of Directors Meetings, Committees of the Board of
Directors, and Annual Meeting Attendance
During the fiscal year ended June 30, 2020, the Board held a total
of six (6) meetings. All members of the Board attended all Board
meetings. We do not maintain a policy regarding director attendance
at annual meetings and we did not have an annual meeting of
shareholders during the fiscal years ended June 30, 2020 and
2019.
We do not currently have any standing committees of the Board. The
full Board is responsible for performing the functions of: (i) the
Audit Committee, (ii) the Compensation Committee and (iii) the
Nominating Committee.
Stockholder Communications
Stockholders who wish to communicate with the Board may do so by
addressing their correspondence to the Board at Global WholeHealth
Partners Corporation, Attention: Charles Strongo, 2227 Avenida
Oliva, San Clemente, CA, 92673. The Board will review and respond
to all correspondence received, as appropriate.
ITEM 11. 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, 2020 and 2019:
|
Name and Principal Position |
|
Year Ended June
30, |
|
|
Salary ($)
|
|
|
|
Bonus ($)
|
|
|
|
Stock Awards ($)
|
|
|
|
Option Awards ($) |
|
|
|
All Other Compensation ($)
|
|
|
|
Total ($) |
|
|
Charles Strongo (2) CEO,
Chairman and Secretary |
|
2020 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Richard Johnson (2) CFO,
Treasurer and Director |
|
2020 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Rene
Alvarez COO, President and Director |
|
2020 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Dr.
Shuijie Cui Chief Science Officer and Director |
|
2020 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Joseph Arcaro (1) Former
CEO, President and Director |
|
2019 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Sara P. Gonzales (2) (3)
Former CEO, President, Treasurer and 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 resigned
from on April 15, 2020 and Mr. Strongo assumed. 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.
Bauman 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 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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 |
|
|
8,825,531 |
|
|
|
14.72 |
% |
| Richard
Johnson |
|
|
4,040,000 |
|
|
|
6.74 |
% |
| Rene Alvarez |
|
|
7,133,268 |
|
|
|
11.90 |
% |
|
Dr. Scott Ford |
|
|
674,834 |
|
|
|
1.13 |
% |
| Dr. Shuijie
Cui |
|
|
2,775,000 |
|
|
|
4.63 |
% |
|
Wolfgang Groeters |
|
|
2,030,000 |
|
|
|
3.39 |
% |
| All Directors and
Officers as a Group |
|
|
25,478,633 |
|
|
|
42.49 |
% |
| |
|
|
|
|
|
|
|
|
|
5% shareholders |
|
|
|
|
|
|
|
|
| Linosgate Funding
Group |
|
|
5,907,161 |
|
|
|
9.85 |
% |
| Charles
Strongo |
|
|
8,825,531 |
|
|
|
14.72 |
% |
| Richard
Johnson |
|
|
4,040,000 |
|
|
|
6.74 |
% |
| Rene Alvarez |
|
|
7,133,268 |
|
|
|
11.90 |
% |
|
Dr. Scott Ford |
|
|
674,834 |
|
|
|
1.13 |
% |
| 5% shareholders
as a group |
|
|
26,580,794 |
|
|
|
44.33 |
% |
| Total Directors
and Officers and 5% Shareholders |
|
|
31,385,794 |
|
|
|
52.34 |
% |
*
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 21, 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.
ITEM 13. 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.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Independent Public Accountants
BFBorgers CPA PC currently serves as our independent registered
public accounting firm to audit our financial statements for the
fiscal year ended June 30, 2020 and 2019. To the knowledge of
management, neither such firm nor any of its members has any direct
or material indirect financial interest in us or any connection
with us in any capacity otherwise than as independent
accountants.
Our Board, in its discretion, may direct the appointment of
different public accountants at any time during the year, if the
Board believes that a change would be in the best interests of the
stockholders. The Board has considered the audit fees,
audit-related fees, tax fees and other fees paid to our auditors,
as disclosed below, and has determined that the payment of such
fees is compatible with maintaining the independence of the
accountants.
Principle Accounting Fees and Services
Audit Fees
We have
incurred fees totalling $54,500 and $10,000 for professional
services related to the audit of our financial statements for the
fiscal years ended June 30, 2020 and 2019, respectively.
Audit-Related Fees
None.
Tax Fees
The Company did not pay an outside accountant to prepare tax
returns for the year ended June 30, 2020 and 2019.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
(a) The following documents are filed as a part of this Form
10-K:
1. Financial Statements
The following financial statements are included in Part II, Item 8
of this Form 10-K:
- Report of Independent
Registered Public Accounting Firm;
- Balance Sheets as of June
30, 2020 and 2019;
- Statements of Operations for
the years ended June 30, 2020 and 2019;
- Statements of Stockholders’
Deficit for the years ended June 30, 2020 and 2019;
- Statements of Cash Flows for
the years ended June 30, 2020 and 2019; and
- Notes to Financial
Statements
2. Exhibits
The exhibits listed in the Exhibit Index, which appears immediately
following the signature page, are incorporated herein by reference,
and are filed as part of this Form 10-K.
3. Financial Statement Schedules
Financial statement schedules are omitted because they are not
required or are not applicable, or the required information is
provided in the consolidated financial statements or notes
described in Item 15(a)(1) above.
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the
Securities and Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Global WholeHealth Partners Corporation
(Registrant)
September 28, 2020
By: /s/ Charles Strongo
Charles Strongo
Chief Executive Officer and Director
(Principal Executive Officer)
September 28, 2020
By: /s/ Richard Johnson
Richard Johnson
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer))
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the registrant and in capacities and on the dates
indicated.
|
Signature |
Title |
Date |
|
|
|
|
|
/s/ Charles Strongo
Charles Strongo
|
Chief Executive Officer and Director
(Principal Executive Officer)
|
September 28, 2020 |
|
|
|
|
|
/s/ Richard johnson
Richard Johnson
|
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
September 28, 2020 |
|
|
|
|
|
/s/ Dr. Shuijie Cui
Dr. Shuijie Cui
|
Chief Science Officer and Director |
September 28, 2020 |
|
|
|
|
|
/s/ Rene Alvarez
Rene Alvarez
|
Director |
September 28, 2020 |
|
|
|
|
|
/s/ Dr. Scott Ford
Dr. Scott Ford
|
Director |
September 28, 2020 |
|
|
|
|
|
/s/ Wolfgang Groeters
Wolfgang Groeters
|
Director |
September 28, 2020 |
Exhibit Index
| 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) |
|
4.2 |
Media and Marketing Services Agreement between Global WholeHealth
Partners Corp and Empire Associates, Inc. dated August 18, 2020
(Incorporated by reference to the Form 8-K filed on August 21,
2020)
|
|
4.3 |
Form of Common Stock Purchase Agreement between Global WholeHealth
Partners Corp and EMC2 Capital, LLC dated July 22, 2020
(Incorporated by reference to the Form 8-K filed on July 23,
2020)
|
|
4.4 |
Form of Common Stock Purchase Warrant between Global WholeHealth
Partners Corp and EMC2 Capital, LLC dated July 22, 2020
(Incorporated by reference to the Form 8-K filed on July 23,
2020)
|
|
4.5 |
Registration Rights Agreement between Global
WholeHealth Partners Corp and EMC2 Capital, LLC dated July 22, 2020
(Incorporated by reference to the Form 8-K filed on July 23,
2020) |
| 4.6* |
Form of Stock Purchase Agreement between Global WholeHealth
Partners Corp and Geneva Roth Remark Holdings, Inc. dated July 13,
2020
|
| 4.7* |
Form of Convertible Promissory Note between
Global WholeHealth Partners Corp and Geneva Roth Remark Holdings,
Inc. dated July 13, 2020 |
| 4.8* |
Form of Stock Purchase Agreement between Global
WholeHealth Partners Corp and Geneva Roth Remark Holdings, Inc.
dated August 3, 2020 |
| 4.9* |
Form of Convertible Promissory
Note between Global WholeHealth Partners Corp and Geneva Roth
Remark Holdings, Inc. dated August 3, 2020 |
|
10.1 |
Distribution Agreement and Letter
of Exclusivity (Incorporated by reference to Form 10 filed on March
20, 2020) |
|
10.2 |
Form of Promissory Note between
LionsGate Funding Group LLC and Global WholeHealth Partners Corp.
dated March 29, 2020 (Incorporated by reference to the Form 10-Q
filed on May 7, 2020) |
| 10.3* |
Form of convertible promissory
Note dated April 18, 2020 |
|
99.1 |
Acknowledgement Letter from the
FDA dated March 15, 2020 (Incorporated by reference to the Form
10-Q filed on May 7, 2020) |
|
99.2 |
Acknowledgement Letter from the
FDA dated April 6, 2020 (Incorporated by reference to the Form 8-K
filed on April 10, 2020) |
| 31.1 |
Certification of Principal
Executive Officer Pursuant to Rule 13a-14 of the Securities
Exchange Act of 1934, As Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002* |
| 31.2 |
Certification of Principal
Financial Officer and Principal Accounting Officer Pursuant to Rule
13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002* |
| 32.1 |
Certification of Principal
Executive Officer and Principal Financial Officer Pursuant to 18
U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002* |
| 101.INS |
XBRL Instance
Document** |
| 101.SCH |
XBRL Taxonomy Extension - Schema
Document** |
| 101.CAL |
XBRL Taxonomy Extension -
Calculation Linkbase Document** |
| 101.DEF |
XBRL Taxonomy Extension -
Definition Linkbase Document** |
| 101.LAB |
XBRL Taxonomy Extension - Label
Linkbase Document** |
| 101.PRE |
XBRL Taxonomy Extension -
Presentation Linkbase Document** |
*Filed herewith.
§ Management contract or compensatory
plan.
** Furnished herewith. XBRL
(eXtensible Business Reporting Language) information is furnished
and not filed or a part of a registration statement or prospectus
for purposes of Sections 11 or 12 of the Securities Act of 1933, as
amended, is deemed not filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, and otherwise is not
subject to liability under these sections.
Global Wholehealth Partn... (PK) (USOTC:GWHP)
Historical Stock Chart
From Dec 2020 to Jan 2021
Global Wholehealth Partn... (PK) (USOTC:GWHP)
Historical Stock Chart
From Jan 2020 to Jan 2021
