SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT UNDERPURSUANT TO SECTION 13 orOR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30 2014
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE PERIOD FROM __________
For the transition period from ___________ to __________
Commission file number 000-56035
| GLOBAL WHOLEHEALTH PARTNERS CORPORATION |
(Exact name of the Companyregistrant as specified in its charter)
Nevada (State or other jurisdiction of | 46-2316220 (I.R.S. Employer |
15 Crooked Stick Drive Newport Beach, California | 926660 | |
| ( | ( |
| (714) 392-9752 |
(Address of principal executive offices) (Zip Code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
Securities registered pursuant to Section 12(g) of the Exchange Act:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o ☐ Nox
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 13(d)15(d) of the Act. Yeso ☒ No x
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. Yesx ☒ No o
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 ☒ 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 in this form,herein, and will not be contained, to the best of registrant'sregistrant’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. To the best of registrants' knowledge, there are no disclosures of delinquent filers required in response to Item 405 of Regulation S-K. Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of "large“large accelerated filer"filer,” “accelerated filer”, "accelerated filer"“smaller reporting company” and "small reporting company"“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | Accelerated filer | ||
| Non-accelerated filer | Smaller reporting company | ||
| Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act)Exchange Act.). Yes o ☐ Nox
The aggregate market value of the voting and nonvotingnon-voting common equity held by non-affiliates of Texas Jack Oil and Gas Corp.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, 2021, as reported on the OTC Markets Group Inc. Pink tier (the “OTCPink”) was approximately $0.
As of October 13, 2022 there were shares of the registrant’s $0.001 par value common stock outstanding as of September19, 2014 was 23,400,000.
TABLE OF CONTENTS
GLOBAL WHOLEHEALTH PARTNERS CORPORATION
ANNUAL REPORT ON FORM 10-K
FOR THE YEARS ENDED JUNE 30, 2022 AND 2021
| PAGE | |||
| PART I | 1 | ||
| Item 1. | Business | 1 | |
| Item 1A. | 3 | ||
| 3 | |||
| Item 2. | 3 | ||
| Item 3. | 3 | ||
| Item 4. | 3 | ||
| PART II | 4 | ||
| Item 5. | 4 | ||
| Item 7. | 5 | ||
| Item 7A. | 9 | ||
| Item 8. | F-1 | ||
| Item 9. | 10 | ||
| Item 9A. | 10 | ||
| Item 9B. | 10 | ||
| PART III | 11 | ||
| Item 10. | 11 | ||
| Item 11. | 14 | ||
| Item 12. | 16 | ||
| Item 13. | 17 | ||
| Item 14. | 18 | ||
| PART IV | 19 | ||
| Item 15. | 19 | ||
| SIGNATURES | 20 | ||
| EXHIBIT INDEX | 21 | ||
| CERTIFICATIONS | |||
i
PART I
Forward-Looking Statements
This Annual Report on Form 10-K contains forward looking statements. Forward-looking statements discuss matters that are not purely historical and that are “forward-looking statements.” Such forward-looking statements include, but are not limited to, statements regarding our and their management's expectations, hopes, beliefs, intentions or strategies regarding the future, including our financial condition and results of operations. In addition, any statements that refer to projections, forecasts or other characterizations offacts. Because they discuss future events or circumstances, including any underlying assumptions, areconditions, forward-looking statements. Thestatements may include words “anticipates,such as “anticipate,” “believes,“believe,” “continue,“estimate,” “intend,” “could,” “estimates,“should,” “expects,” “intends,“would,” “may,” “seek,” “plan,” “might,” “plans,“will,” “possible,“expect,” “predict,” “project,” “forecast,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and“continue” negatives thereof or similar expressions, or the negatives of such terms, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
Although forward-looking statements in this report reflect the partiesgood faith judgment of our management, forward-looking statements are inherently subject to known and the transaction. There can be no assurance that future developments actually affecting us will be those anticipated. Theseunknown risks, business, economic and other risks and factors that may cause actual results or performance 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, includingwhich speak only as of the followingdate of this report.
We assume no obligation to update any forward-looking statements involve a numberin order to reflect any event or circumstance that may arise after the date of risks, uncertainties (some of which are beyond the parties' control)this report, other than as may be required by applicable law or other assumptions.
All references to “we,” “us,” or “our” refer to Global WholeHealth Partners Corporation.
Item
1. BusinessBackground
Global WholeHealth Partners Corporation (the “Company”) was incorporated on March 7, 2013 in the State of Nevada on March 7, 2013, underNevada. On May 9, 2019, the Company amended its Articles of Incorporation to effect a change of name to Global WholeHealth Partners Corporation and changed our ticker symbol to GWHP.
Our Business
The Company develops and markets in-vitro diagnostic (“IVD”) tests. The Company has developed over 125 Diagnostic Tests with the criteria that they be “low cost”, OTC or “self-administered”, “absolutely accurate”, and provide “immediate results”. Company scientists participated in the development of Texas Jack Oil & Gas Corporation.
The Company currently markets a range of IVD test kits for consumer use through over-the-counter (“OTC” or consumer), or consumer-use and point-of-care (“POC” or professional) for use by health care professionals, generally located at medical clinics, physician offices and hospitals, including those within penal systems throughout the US and abroad.
All of the products we sell are manufactured in a U.S. Food and Drug Administration (“FDA”) Approved Facility in the USA. An FDA Approved facility is a facility that meets Good Manufacturing Practices (“GMP”) with the FDA.
We sell products internationally which are not FDA approved to sell in the US. These products include an FDA Certificate of Exportability and include tests such as Ebola, ZIKA, Dengue, Malaria, Influenza, Tuberculosis, Corona Viruses, and other vector borne diseases.
CoVid-19 Activities
From January of 2020 through January 2022, the Company was completedlargely unsuccessful in it’s efforts to develop and placed into productionsell COVID tests due to the commoditization of such tests and to the lack of recognition of the Company in October 2012.the marketplace. The wellCompany believes the opportunity here has been drilled with lateral lines that are approximately 2,000 feet in length. There are a totaldiminished and is now focusing on its core business of three producing wells on this property however Texas Jack only has an interest in one well the Bright 1H.manufacturing and distributing its vast product line of Diagnostic Tests.
1
Plan of Operation
The Company is reviewingcurrently focusing its next project where Texas Jack would purchaseattention on marketing its core FDA OTC approved products which includes tests for pregnancy, ovulation, colorectal, drugs of abuse, glucose strips and glucose monitors through various platforms, including Walmart, Amazon, eBay and a 3% working interestrecent contract with PrimeCare America for distribution in a lease operated by 3-Ten located in Jack County Texas. At this time Texas Jack has not purchased the working interest or entered into any contracts with operator.
Industry
The IVD testing industry encompasses the 3% working interest infollowing two primary categories: the Bright 1H well from Southlake Energy for $165,000 with funds provided by Robert Schwarz. On May 1, 2013 the President of the Company executed an assignment agreement with Southlake Operating, LLC the operator of the well which transferred the 3% working interest in one well the 3 Bright1H well located in Jack County Texas to Texas Jack Oil & Gas Corporation. This assignment was authorized and approved by Texas Permian, which also authorized that any consideration for said assignment was to be given to Robert Schwarz as an individual for services rendered to Texas Permian. The 3% working interest in the Bright 1H well, was drilled in late summer of 2012 and was completed and placed into production in October 2012. The well has been drilled with lateral lines that are approximately 2,000 feet in length. The Bright 1H well is further described as being situated on 87.03 acres of land of situated within the S.R. Halley Survey, Abstract No. 1748, Jack County, Texas, said 87.03 acres being out of and part of a 325.45 acre tract of land described in a Deed to Edwin B. Bright et ux. Recorded in Volume 333, Schwarz 645 of the Official Public Records of Jack County, Texas. The well was drilled late summer of 2012 and put into production October 2012 and is currently producing approximately 100 barrels of oil per month.
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, over-the-counter 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.
Competition
Diagnostic products are subject to competition in technological innovation, price, convenience of use, service, instrument warranty provisions, product performance, laboratory efficiency, long-term supply contracts, and product potential for overall cost-effectiveness and productivity gains. Some products in this segment can be subject to rapid product obsolescence or regulatory changes. We compete with several companies around the world who possess significantly greater technical and financial resources and professional and consumer reach and recognition, including Accon Labs, Johnson & Johnson, DB, Abbott, and Roche all of whom carry similar products.
Marketing and Sales
The Company is focused on generating increased sales through online retail, large and small distributors and directly to doctors, hospitals, clinics and governments. The Company is taking steps and developing the materials needed to effect its marketing strategy.
Research and Development
We are continuing productionto look for needs in the world to create and work with our scientific team and science partners to make IVD tests for a variety of oil withdiseases as the one wellneed and opportunity arises.
Facilities
The Company manufactures at two FDA approved labs located in San Diego and Escondido, California. All products are manufactured in the Bright 1HUnited States. The Corporate headquarters is located separately in the San Clemente, California business district. The two facilities have capacity to produce 250,000 units per day on a single shift. Further, additional facilities for lease are plentiful and possible additional property, the operator of our one well the Bright 1H will continue to target refiners, remarketerscan be equipped and setup quickly. We also provide third party intermediaries, who either have, or have accessmanufacturing services.
The Company has sufficient warehouse facilities to consumer delivery systems. Southlake Operating LLC the third –party operator will continue to sell the oil fromaccommodate our one well the Bright 1H under both short-term (less than one year) and long-term (one year or more) agreements at prices negotiated with third parties. Currently Spears Oil, a third party operator, picks up the oil from the Bright 1H and sells it to Shell Oil Company. The price is based upon a 20-day floating average. Typically either the entire contract (in the case of short-term contracts) or the price provisions of the contract (in the case of long-term contracts) are renegotiated at intervals ranging in frequency from daily to annually.
Employees
The Company currently has two employees, including Mr. Rene Alvarez, Chairman, President, CEO, Treasurer and purchase a greater number of propertiesSecretary and prospects than our financial resources permit. Our ability to acquire additional prospectsEdgar Gonzales, Director and to find and develop reserves in the future will depend on our ability to evaluate and select suitable properties and to consummate transactions in a highly competitive environment. Also, there is substantial competition for capital available for investment in the oil and natural gas industry.
Mr. Charles Strongo resigned from time to time by the governments of the United States and other countries,all Officer positions as well as factors beyond our control, including international political conditions, overall levelsa member of supplythe Board. All of his functions were delegated to Mr. Rene Alvarez. Also, the Board accepted resignations from Dr. Ciu, Dr. Ford. Dr. Paez de la Cerda, and demand for oilWolfgang Groeters; all were appointed by Mr. Strongo. Mr Alvarez is re-constituting the Board at this time and gas, and the markets for synthetic fuels and alternative energy sources.
2
Other Information
Our website address is www.gwhpcorp.com. The public may read and copy any materials filed by uswe file with the United States Securities and Exchange Commission at the Securities and Exchange Commission's Public Reference Room at 100 F Street, N.E. Washington, D.C. 20549. Information(“SEC”) on the operation of the Public Reference Room may be obtained by calling the Securities and Exchange CommissionSEC’s website at 1-800-732-0330. The Securities and Exchange Commission maintains an internet website (http://www.sec.gov) thatwww.sec.gov which site contains reports, proxy and information statements, and other information regarding issuers, such as us, that file electronically with the SecuritiesSEC. 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 Exchange Commission.
The Company utilizes spaceCompany’s executive office is located at the home of our officer and director at 15 Belfort, Newport Coast, California, 92657.1402 N El Camino Real, San Clemente, CA 92672 The Company’s telephone number is 949-706-3628.(714) 392-9752.
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 utilized approximately 1,500 square feet of office and warehouse space located at 1402 North El Camino Real, San Clemente, California 92672. The office space is provided at no chargeleased pursuant to the Company. Management believes the current premises are sufficient for its needs at this time.
Item 3. LEGAL PROCEEDINGS
See Note 9 to real estate, real estate interests or real estate mortgages.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
3
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 market price of our securities, debt financing or short-term bank loans, or a combinationcommon 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 the foregoing. As of the date of this prospectus,which we have commencedlittle or no control. In addition, broad market fluctuations, as well as general economic, business operations but have not yet generated any revenues.
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 those securities could result in dilutionup to our existing security holder. If we raise money400,000,000 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 September 8, 2021, there were 384 stockholders of record holding an aggregate of 82,057,885 shares of common stock (this number does not include stockholders who hold their stock through debt financing or bank loans, we may be required to secure the financing with some or allbrokers, banks and other nominees). No preferred stock has been issued.
Transfer Agent
The transfer agent of our business assets, which could be sold or retained by the creditor should we default in our payment obligations. If we fail to raise sufficient funds, we would have to curtail or cease operations.
(775) 322-0626.
Dividend Policy
We have never declared or paid any cash dividends or distributions on any of our capital stock. Westock and we currently intend to retain our future earnings, if any, to support operationsfund the development and to finance expansion and therefore wegrowth of our business. We do not anticipate paying anyintend to pay cash dividends onto holders of our common stock in the foreseeable future.
Penny Stock
Our controlling security holder may take actions that conflict with your investment.
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 thetheir market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect yourthe ability of our stockholders to resell our common stock.
Securities Authorized for Issuance under Equity Compensation Plans
None.
4
Recent Sales of Unregistered Securities
During fiscal 2022, the Company issued 16,000,000 shares in exchange for services valued at $1,733,100, which includes the issuance of 9,000,000 shares, in total, to the Board of Directors, valued at $387,000.
During fiscal 2022, Firstfire 1) converted $164,000 or principal of Firstfire Note No. 1 at a per share price of $0.03, and received 5,466,666 shares; and 2) converted $31,500 or principal of Firstfire Note No. 2 at a per share price of $0.0063, and received 5,000,000 shares.
On July 10, 2021, the Company and LionsGate Funding Management LLC (“LGFM”) entered into a Media and Marketing Services Agreement (the “MMSA”). Pursuant to the MMSA, 1) LGFM provided services designed to increase the awareness and visibility in the investment community and market product to distributors throughout the world for a period of 12 months; and 2) the Company will pay LGFM $100,000 and issue 300,000 shares of restricted common stock valued at $129,000. The shares were issued on October 11, 2021. Lionsgate was also issued 2,500,000 shares on January 13, 2022 in exchange for services valued at $215,000.
The securities issued above 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.
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 haveassume 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 stock option plansupplement to, and we have not issued any warrants, options or other rightsshould be read in conjunction with financial statements and the accompanying notes to acquire our securities.
Our discussion and analysis of our financial condition and results of operations
Overview
Global WholeHealth Partners Corporation develops and markets in-vitro diagnostic tests for over-the-counter, or consumer-use and point-of-care which includes hospitals, physicians’ offices and medical clinics, including those expressed or implied bywithin penal systems throughout the forward-looking statements.US and abroad. The Company cautions you not to place undue reliance oncurrently 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 statements, which speak onlyUnited States. These test kits are known as of the date of this Form 10-K. in-vitro diagnostic test kits or IVD products.
The cautionary statements contained or referred to in this section should be considered in connection with any subsequent written or oral forward-looking statements that the Company or persons acting on its behalf may issue. The Company does not undertake any obligation to review or confirm analysts’ expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this Form 10-K or to reflect the occurrence of unanticipated events.
5
As of June 30, 20142022, we had negative working capital of $1,575,766, and 2013.
| Years ended June 30 | 2014 | 2013 | ||||||
Revenue | $ | 4,083 | $ | - | ||||
Selling, general and administrative expenses | (95,068 | ) | (34,419 | ) | ||||
Net operating loss | (90,985 | ) | (34,419 | ) | ||||
Other expense | (8,276 | ) | (1,183 | ) | ||||
Net loss | (99,261 | ) | (35,602 | ) | ||||
Net loss per share - basic and diluted | (0.00 | ) | (0.00 | ) | ||||
Weighted average shares - basic and diluted | 23,179,726 | 16,000,522 | ||||||
Results of Operations
Year ended June 30, 2014 and 2013.
| 2014 | 2013 | |||||||
Current Assets | $ | 5,874 | $ | 42,681 | ||||
Current Liabilities | 115,217 | 117,183 | ||||||
Working Capital (Deficit) | $ | (109,343 | ) | $ | (74,502 | ) | ||
| Year Ended June 30, | ||||||||||||
| 2022 | 2021 | Change | ||||||||||
| Revenue | $ | 7,375 | $ | 40,196 | $ | (32,821 | ) | |||||
| Cost of revenue | 119,681 | 201,495 | (81,814 | ) | ||||||||
| Gross profit | (112,306 | ) | (161,299 | ) | 48,993 | |||||||
| Operating expenses | ||||||||||||
| Professional fees | 176,174 | 83,790 | 92,384 | |||||||||
| Research and development | 1,372,697 | 481,740 | 890,957 | |||||||||
| Selling, general and administrative | 782,650 | 317,062 | 465,588 | |||||||||
| Stock compensation | 1,741,800 | 2,544,000 | (802,200 | ) | ||||||||
| Total operating expenses | 4,073,321 | 3,426,592 | 646,729 | |||||||||
| Loss from operations | (4,185,627 | ) | (3,587,891 | ) | (597,736 | ) | ||||||
| Other income (expense) | ||||||||||||
| Interest expense | (281,866 | ) | (64,732 | ) | (217,134 | ) | ||||||
| Interest recorded on compensatory warrants | - | (737,569 | ) | 737,569 | ||||||||
| Amortization of debt discount | (687,460 | ) | (163,931 | ) | (523,529 | ) | ||||||
| Loss on related party transfer of intangible assets | - | (4,480,000 | ) | 4,480,000 | ||||||||
| Total other income (expense) | (969,326 | ) | (5,446,232 | ) | 4,476,906 | |||||||
| Net loss | $ | (5,154,953 | ) | $ | (9,034,123 | ) | $ | 3,879,170 | ||||
Revenue and Cost of Revenue
During fiscal 2022, the Company’s sales included a $7,000 sale to a related party. Sales decreased due to the Company’s inability to secure and market test items. The cost of revenue in 2022 and 2021 included inventory adjustments of $115,681 and 171,811, respectively, due to shelf-life expiration of our products
Professional Fees
Professional fees relate to expenditures incurred primarily for legal, accounting and financing services. During fiscal 2022 professional fees increased primarily due to higher legal fees incurred related to the February 17, 2022 Securities and Exchange Commission lawsuit filed in the federal district court for the Southern District of California, for additional information see the notes to our financial statements, “NOTE 9 – Commitments and Contingencies”.
Research and Product Development
Research and Product Development (“R&D”) costs represent costs incurred to develop our tests and are incurred pursuant to certain internal R&D cost allocations, when applicable, and agreements with third-party providers, but primarily with Pan Probe Biotech, owned by Dr. Shujie Cui, our Chief Science Officer. R&D costs are expensed when incurred. During fiscal 2022 compared to fiscal 2021, R&D costs increased due to the development of a COVID antigen test.
6
Selling, General and Administrative
Selling, general and administrative (“SG&A”) costs include all expenditures related to personnel, rent, travel, public company costs, utilities, marketing and other office related costs. SG&A costs increased during fiscal 2022 compared to fiscal 2021 due increases in personnel costs of $127,500, travel and meals of $38,020, rent of $84,427, utilities of $31,363, impairment charges of $26,418, marketing costs of $155,672 and other SG&A costs of $2,188.
Stock Compensation
Stock compensation represents the expense associated with the issuance of stock in exchange for services and is non-cash in nature. Stock compensation is based on our stock price at the measurement date and can fluctuate significantly as a result. Stock compensation expense in fiscal 2022 consisted of the issuance of 16,000,000 shares of restricted common stock at a weighted average price of $0.11 per share compared to the year ended Junefiscal 2021 issuance of 2,950,000 shares of restricted common stock at a weighted average price of $0.86 per share. All shares were issued free of obligation.
Other Income and (Expense)
Other expense includes “interest expense” which relates to the stated interest and penalties upon default of our outstanding promissory notes, and “amortization of debt discount” which represents the accretion of the discount applied to our notes as a result of the issuance of detachable warrants, the beneficial conversion feature contained certain notes and deductions from the proceeds of the promissory notes for various related fees. During fiscal 2022, interest expense included $191,400 of liquidated damages and penalties due to our default on the Firstfire Notes and $79,200 of interest expense related to the Firstfire Notes and $90,466 related to our promissory notes.
During fiscal 2021, the company recognized $64,732 of interest expense related to your outstanding promissory notes and $737,569 related to the July 22, 2020 Common Stock Purchase Agreement with EMC2 Capital, LLC and related Commitment Warrants valued at $737,569.
The loss on related party transfer of intangible assets represents value of two separate, exclusive, five-year, license agreements between the Company and Charles Strongo, our former CEO, one for the manufacture of Biodegradable plastic for medical devices under provisional patent 63/054,139 and the second license agreement for the use of the intellectual property described as “a Rapid, Micro-Well or Later flow test for Parkinson’s, Dementia, or Alzheimer or ASD” (collectively, the “License Agreements”). The License Agreements were both executed on January 12, 2021 and March 30, 2013.
Liquidity and Capital Resources
As of June 30, 2014, from $74,502 at2022, the Company had no cash and a bank overdraft of $1,230 and current liabilities of $1,719,380. From inception to June 30, 2013. Accounts payable2022, we have incurred an accumulated deficit of $18,937,685. This loss has been incurred through a combination of professional fees, R&D, SG&A and accrued expenses increasednon-cash stock related costs of $13,235,369 to support our plans to develop our business. During fiscal 2022, the Company had negligible revenues and used cash in operations of $1,968,207. The Company has incurred losses since inception and may not be able to generate sufficient net revenue from $5,000 asits business in the future to achieve or sustain profitability. The Company currently has insufficient funds to operate over the next twelve months. To finance our operations, we have entered into a Common Stock Purchase Agreement with EMC2 Capital LLC, which provided us with $1,476,872 during fiscal 2022. Additionally, we entered into a Securities Purchase Agreement and related 12% senior secured convertible promissory note on June 18, 2021 and August 27, 2021, under which the Company received net proceeds of June 30, 2013$224,500 on July 8, 2021 and $313,700 on September 2, 2021. Subsequent to $36,384 asfiscal 2022, in July 2022, the Company sold $239,675 face value of June 30, 2014 primarilypromissory notes from which the Company received $206,250 in proceeds. We are currently pursuing additional funds through equity or debt financing or a combination thereof. However, aside from the recognitionEMC2 SPA, the Company has no commitments to obtain any such financing, and there can be no assurance that financing will be available in amounts or on terms acceptable to the Company, if at all.
7
Summary of accrued consulting fees.
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 $32,000 to $72,000 as of June 30, 2014, from $40,000 at June 30, 2013. We also amended a related party note payable and reclassified $71,000 from notes payable current as of June 30, 2013 to noncurrent as of June 30, 2014.
| Year Ended June 30, | ||||||||||||
| 2021 | 2020 | Change | ||||||||||
| Operating activities | $ | (1,968,207 | ) | $ | (642,802 | ) | $ | (1,325,405 | ) | |||
| Investing activities | - | (3,505 | ) | 3,505 | ||||||||
| Financing activities | 1,893,505 | 706,512 | 1,186,993 | |||||||||
| Net increase (decrease) in cash | $ | (74,702 | ) | $ | 60,205 | $ | (134,907 | ) | ||||
Operating Activities
Net cash used in operating activities totaled $62,227. Cash provided by financing activities duringincreased primarily due to increases in R&D, professional fees, personnel and other SG&A costs.
Investing Activities
The Company purchased computer equipment totaling $3,505 in fiscal 2021 .
Financing Activities
During fiscal 2022, the year ended June 30, 2014 was $25,420Company received $1,478,870 upon the sale of 7,856,514 shares of common stock, $2,000 upon the issuance of 2,000,000 shares pursuant to a warrant exercise, and is attributable to $400 in proceeds$538,200 from the sale of convertible promissory notes offset by debt payments totaling $123,565.
During fiscal 2021, the Company received $680,051 upon the sale of 1,235,961 shares of common stock, $36,720$162,000 from the issuancesale of convertible promissory notes, $75,000 from the sale of promissory notes and set off with $11,700 net advances to the Company’s CEO.
Contractual Obligations
None.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Critical Accounting Policies
Our discussion and analysis of our financial condition and results of operations are based upon our Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the quantityUnited States of productionAmerica (“GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses, and the price obtainedrelated disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates based on its 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 production. An increase in prices will permit us to finance our operations to a greater extent with internally generated funds,carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may allow us to obtain equity financing more easilydiffer from these estimates under different assumptions or on better terms, and lessens the difficulty of obtaining financing. However, price increases heighten the competition for oil and gas prospects, increase the costs of exploration and development, and, because of potential price declines, increase the risks associated with the purchase of producing properties during times that prices are at higher levels.
Due to the costslevel of exploration, (v) may resultactivity and lack of complex transactions, we believe there are currently no critical accounting policies and estimates that affect the preparation of our financial statements.
8
Recently Issued Accounting Pronouncements
See “NOTE 2 – Significant Accounting Policies” to our consolidated financial statements under Item 8 in marginally productive oil and gas wells being abandoned as non-commercial, and (vi) may increase the difficultythis Annual Report on Form 10-K.
Related Party Transactions
For a discussion of obtaining financing. However, price declines reduce the competition for oil and gas properties and correspondingly reduce the prices paid for leases and prospects.
ITEM 7A. Quantitative and Qualitative disclosures aboutDisclosures About Market Risk
Smaller reporting companies are not required to provide the information required by this item.
9
Item
8. Financial StatementsINDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| Page | ||
| F-2 | ||
| Balance Sheets as of June 30, | F-3 | |
| F-4 | ||
| F-5 | ||
| F-6 | ||
| F-7 |
F-1
To the shareholders and the board of Directors and Stockholdersdirectors of
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Texas Jack Oil & GasGlobal WholeHealth Partners Corporation (the “Company”), as of June 30, 20142022 and 2013 and2021, the related statements of operations, stockholders’ equity (deficit), and cash flows for the yearyears 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, 20142022 and 2021, and the results of its operations and its cash flows for the period from March 7, 2013 (date of inception) through June 30, 2013. 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 thesethe Company’s financial statements based on our audits.
We conducted our auditsaudit in accordance with the standards of the Public Company Accounting Oversight Board (United States of America).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.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. OurAs part of our audits included considerationwe are required to obtain an understanding of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An
Our audit includesincluded 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 supportingregarding the amounts and disclosures in the financial statements. AnOur audit also includes assessingincluded evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement presentation.statements. We believe that our auditsaudit provides a reasonable basis for our opinion.
Substantial Doubt about the financial statements referredCompany’s Ability to the above present fairly, in all material respects, the financial position of Texas Jack Oil & Gas Corporation.Continue as of June 30, 2014 and 2013, and the results of operations, equity and cash flows for the year ended June 30, 2014 and for the period from March 7, 2013 (date of inception) through June 30, 2013 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 31 to the accompanying financial statements, the Company has not commenced its planned principalsuffered recurring losses from operations is incapable of generating sufficientand has a significant accumulated deficit. In addition, the Company continues to experience negative cash flow to sustain its operations without securing additional financing, which raisesflows from operations. These factors raise substantial doubt about itsthe Company’s ability to continue as a going concern. Management'sManagement’s plans in regard to this matterthese matters are also described in Note 3.1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/S/ BF Borgers CPA PC
BF Borgers CPA PC
We have served as the Company’s auditor since 2019
Lakewood, CO
October 13, 2022
5041
F-2
| June 30, | June 30, | |||||||
| 2014 | 2013 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
Cash | $ | 5,874 | $ | 42,681 | ||||
Total current assets | 5,874 | 42,681 | ||||||
Loan receivable - officer | 53,880 | 46,900 | ||||||
Right on mine property | 165,000 | 165,000 | ||||||
Total Assets | $ | 224,754 | $ | 254,581 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
Current liabilities | ||||||||
Notes payable | $ | 72,000 | $ | 40,000 | ||||
Note payable - related party | - | 71,000 | ||||||
Accounts payable and accrued expenses | 36,384 | 5,000 | ||||||
Accrued interest - related party | 6,833 | 1,183 | ||||||
Total Current Liabilities | 115,217 | 117,183 | ||||||
Non-Current liabilities | ||||||||
Note payable - related party | 71,000 | - | ||||||
Total Non-Current Liabilities | 71,000 | - | ||||||
Total Liabilities | $ | 186,217 | $ | 117,183 | ||||
Commitments and contingencies | - | - | ||||||
Stockholders' equity | ||||||||
Preferred stock, $0.001 par value, 10,000,000 shares authorized | - | - | ||||||
Common stock, $0.001 par value, 60,000,000 shares authorized, 23,400,000 shares issued and outstanding as of June 30, 2014 and June 30, 2013 | 23,400 | 23,000 | ||||||
Additional paid in capital | 150,000 | 150,000 | ||||||
Accumulated deficit | (134,863 | ) | (35,602 | ) | ||||
Total stockholders’ equity | 38,537 | 137,398 | ||||||
Total liabilities and stockholders’ equity | $ | 224,754 | $ | 254,581 | ||||
| June 30, | ||||||||
| 2022 | 2021 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | - | $ | 74,702 | ||||
| Prepaid expenses and other current assets | 20,266 | 27,918 | ||||||
| Inventory, net | - | 29,681 | ||||||
| Deferred financing costs | - | 271,814 | ||||||
| Total current assets | 20,266 | 404,115 | ||||||
| Equipment, net of accumulated depreciation of $2,230 and $1,067 | 1,274 | 2,438 | ||||||
| Investment in related party common stock | 5,000 | 5,000 | ||||||
| Total assets | $ | 26,540 | $ | 411,553 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current liabilities: | ||||||||
| Related party note | $ | - | $ | 2,785 | ||||
| Bank overdraft | 1,230 | |||||||
| Convertible notes payable, net of discount of $0 and $27,460, respectively | 690,900 | 85,000 | ||||||
| Notes payable | - | 43,320 | ||||||
| Accounts payable and accrued liabilities | 173,727 | 148,946 | ||||||
| Related party payables | 730,175 | 228,598 | ||||||
| Total current liabilities | 1,596,032 | 508,649 | ||||||
| Total liabilities | 1,596,032 | 508,649 | ||||||
| Commitments and contingencies | ||||||||
| Stockholders’ equity (deficit): | ||||||||
| Common stock; $ par value, shares authorized, and shares issued and outstanding at June 30, 2022 and 2021, respectively | 115,287 | 78,714 | ||||||
| Additional paid-in capital | 17,244,206 | 13,529,861 | ||||||
| Common stock payable | 8,700 | 77,061 | ||||||
| Retained deficit | (18,937,685 | ) | (13,782,732 | ) | ||||
| Total stockholders’ equity (deficit) | (1,569,492 | ) | (97,096 | ) | ||||
| Total liabilities and stockholders’ equity (deficit) | $ | 26,540 | $ | 411,553 | ||||
(The accompanying notes are an integral part of these consolidated financial statementsstatements)
F-3
For the Year ended | For the Period From March 7, 2013 | |||||||
| June 30, | June 30, | |||||||
| 2014 | 2013 | |||||||
Revenue | $ | 4,083 | $ | - | ||||
OPERATING EXPENSES | ||||||||
Selling, general and administrative expenses | 95,068 | 34,419 | ||||||
Total operating expenses | 95,068 | 34,419 | ||||||
Net Operating Loss | (90,985 | ) | (34,419 | ) | ||||
OTHER EXPENSES | ||||||||
Interest expense | 8,276 | 1,183 | ||||||
Total other expenses | 8,276 | (1,183 | ) | |||||
Loss before provision for income taxes | (99,261 | ) | (35,602 | ) | ||||
Provision for income taxes | - | - | ||||||
Net income (loss) | $ | (99,261 | ) | $ | (35,602 | ) | ||
Net income (loss) per share - basic | $ | (0.00 | ) | $ | (0.00 | ) | ||
Net income (loss) per share - diluted | $ | (0.00 | ) | $ | (0.00 | ) | ||
Weighted average shares outstanding - basic | 23,179,726 | 16,000,522 | ||||||
Weighted average shares outstanding - diluted | 23,176,726 | 16,000,522 | ||||||
| Years Ended June 30, | ||||||||
| 2022 | 2021 | |||||||
| Revenue | $ | 375 | $ | 40,196 | ||||
| Revenue-related party | 7,000 | - | ||||||
| Cost of revenue | 115,681 | 201,495 | ||||||
| Cost of revenue-related party | 4,000 | - | ||||||
| Gross profit | (112,306 | ) | (161,299 | ) | ||||
| Operating expenses | ||||||||
| Professional fees | 176,174 | 83,790 | ||||||
| Research and development - related party | 1,369,097 | 461,040 | ||||||
| Research and development | 3,600 | 20,700 | ||||||
| Selling, general and administrative - related party | 1,411,000 | 2,726,704 | ||||||
| Selling, general and administrative | 1,113,450 | 134,358 | ||||||
| Total operating expense | 4,073,321 | 3,426,592 | ||||||
| Loss from operations | (4,185,627 | ) | (3,587,891 | ) | ||||
| Other income (expense) | ||||||||
| Interest expense | (281,866 | ) | (802,301 | ) | ||||
| Amortization of debt discount | (687,460 | ) | (163,931 | ) | ||||
| Loss on related party transfer of intangible assets | - | (4,480,000 | ) | |||||
| Total other income (expense) | (969,326 | ) | (5,446,232 | ) | ||||
| Net loss | $ | (5,154,953 | ) | $ | (9,034,123 | ) | ||
| Basic and Diluted Loss per Common Share | $ | (0.05 | ) | $ | (0.14 | ) | ||
| Weighted average number of common shares outstanding - basic and diluted | 93,904,756 | 65,905,595 | ||||||
(The accompanying notes are an integral part of these consolidated financial statementsstatements)
F-4
GLOBAL WHOLEHEALTH PARTNERS CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
| Common Stock | Additional Paid-In | Accumulated | Total Stockholders' | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
Common stock issued for purchase of mine property from the founder in March, 2013 at $0.011 per share | 15,000,000 | $ | 15,000 | $ | 150,000 | $ | - | $ | 165,000 | |||||||||||
Common stock issued on sale to founder in June, 2013 at par value | 8,000,000 | 8,000 | - | - | 8,000 | |||||||||||||||
Net loss for the period of Inception (March 7, 2013) through June 30, 2013 | - | - | - | (35,602 | ) | (35,602 | ) | |||||||||||||
Balance, June 30, 2013 | 23,000,000 | $ | 23,000 | $ | 150,000 | $ | (35,602 | ) | $ | 137,398 | ||||||||||
Common stock issued for cash at $0.001 | 400,000 | 400 | - | - | 400 | |||||||||||||||
Net loss for the year ended June 30, 2014 | - | - | - | (99,261 | ) | (99,261 | ) | |||||||||||||
Balance, June 30, 2014 | 23,400,000 | $ | 23,400 | $ | 150,000 | $ | (134,863 | ) | $ | 38,537 | ||||||||||
| Common Stock | Additional Paid-in | Common Stock | Retained | Total Stockholders’ Equity | ||||||||||||||||||||
| Shares | Amount | Capital | Payable | Deficit | (Deficit) | |||||||||||||||||||
| Balance, June 30, 2020 | 59,966,358 | $ | 59,966 | $ | 4,628,908 | $ | - | $ | (4,748,609 | ) | $ | (59,735 | ) | |||||||||||
| Common stock issued for cash | 514,298 | 514 | 429,486 | - | - | 430,000 | ||||||||||||||||||
| Common stock sold pursuant to the EMC2 SPA | 721,663 | 722 | (722 | ) | - | - | - | |||||||||||||||||
| Common stock issued upon conversion of convertible promissory note | 146,486 | 147 | 55,503 | 77,061 | - | 132,711 | ||||||||||||||||||
| Common stock issued for services | 2,950,000 | 2,950 | 2,541,050 | - | - | 2,544,000 | ||||||||||||||||||
| Common stock issued for license agreements with Charles Strongo | 8,000,000 | 8,000 | 4,472,000 | - | - | 4,480,000 | ||||||||||||||||||
| Investment in related party common stock | 5,000,000 | 5,000 | - | - | - | 5,000 | ||||||||||||||||||
| Common stock issued as compensation for financings | 1,415,094 | 1,415 | 1,258,019 | - | - | 1,259,434 | ||||||||||||||||||
| Discount on convertible promissory notes due to beneficial conversion feature | - | - | 145,617 | - | - | 145,617 | ||||||||||||||||||
| Net loss for the year ended June 30, 2021 | - | - | - | - | (9,034,123 | ) | (9,034,123 | ) | ||||||||||||||||
| Balance, June 30, 2021 | 78,713,899 | $ | 78,714 | $ | 13,529,861 | $ | 77,061 | $ | (13,782,732 | ) | $ | (97,096 | ) | |||||||||||
| Common stock sold pursuant to the EMC2 SPA | 7,856,514 | 7,857 | 1,197,200 | - | - | 1,205,057 | ||||||||||||||||||
| Common stock issued upon conversion of convertible promissory note | 10,716,666 | 10,716 | 261,845 | (77,061 | ) | - | 195,500 | |||||||||||||||||
| Common stock issued upon exercise of warrant | 2,000,000 | 2,000 | - | - | - | 2,000 | ||||||||||||||||||
| Common stock issued for services | 16,000,000 | 16,000 | 1,717,100 | 8,700 | - | 1,741,800 | ||||||||||||||||||
| Discount on convertible promissory notes due to beneficial conversion feature | - | - | 538,200 | - | - | 538,200 | ||||||||||||||||||
| Net loss for the year ended June 30, 2022 | - | - | - | - | (5,154,953 | ) | (5,154,953 | ) | ||||||||||||||||
| Balance, June 30, 2022 | 115,287,079 | $ | 115,287 | $ | 17,244,206 | $ | 8,700 | $ | (18,937,685 | ) | $ | (1,569,492 | ) | |||||||||||
(The accompanying notes are an integral part of these consolidated financial statementsstatements)
F-5
For the Year ended | For the Period From March 7, 2013 | |||||||
| June 30, | June 30, | |||||||
| 2014 | 2013 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
Net loss | $ | (99,261 | ) | $ | (35,602 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Changes in assets and liabilities: | ||||||||
Accrued interest - related party | 5,650 | - | ||||||
Accounts payable and accrued expenses | 31,384 | 6,183 | ||||||
Net cash (used in) operating activities | (62,227 | ) | (29,419 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES | - | - | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
Proceeds from sale of common stock | 400 | 8,000 | ||||||
Payments to officer under note receivable | (11,700 | ) | (46,900 | ) | ||||
Repayments from officer under note receivable | 4,720 | - | ||||||
Proceeds from issuance of promissory note | 32,000 | 40,000 | ||||||
Proceeds from issuance of promissory note - shareholder | - | 71,000 | ||||||
Net cash provided by financing activities | 25,420 | 72,100 | ||||||
Net (decrease) increase in cash and cash equivalents | (36,807 | ) | 42,681 | |||||
Cash and cash equivalents at beginning of period | 42,681 | - | ||||||
Cash and cash equivalents at end of period | $ | 5,874 | $ | 42,681 | ||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
Interest paid | $ | - | $ | - | ||||
Income taxes paid | $ | - | $ | - | ||||
NON CASH TRANSACTIONS | ||||||||
Common stock issued to acquire rights in mineral properties | $ | - | $ | 165,000 | ||||
| Years Ended June 30, | ||||||||
| 2022 | 2021 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | (5,154,953 | ) | $ | (9,034,123 | ) | ||
| Adjustments to reconcile net loss to net cash flows used in operating activities: | ||||||||
| Loss on related party transfer of intangible assets | - | 4,480,000 | ||||||
| Common stock issued for services | 1,741,800 | 2,544,000 | ||||||
| Amortization of debt discount | 687,460 | 163,931 | ||||||
| Penalties on default of Firstfire Notes | 191,400 | - | ||||||
| Interest recorded on compensatory warrants | - | 737,569 | ||||||
| Depreciation and amortization | 1,164 | 1,067 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| (Increase) decrease in prepaid expenses and other assets | 7,653 | (12,854 | ) | |||||
| (Increase) decrease in inventory | 29,681 | (122,466 | ) | |||||
| Increase (decrease) in accounts payable and accrued expenses | 26,011 | (127,336 | ) | |||||
| Increase (decrease) related party payables | 501,577 | (227,806 | ) | |||||
| Net cash flows used in operating activities | (1,968,207 | ) | (642,802 | ) | ||||
| Cash flows used in investing activity | ||||||||
| Purchase of equipment | - | (3,505 | ) | |||||
| Net cash flows used in investing activity | - | (3,505 | ) | |||||
| Cash flows from financing activities | ||||||||
| Proceeds from sale of common stock | 1,478,870 | 680,051 | ||||||
| Proceeds from convertible promissory notes | 538,200 | 162,000 | ||||||
| Payments of convertible promissory notes | (50,000 | ) | (73,000 | ) | ||||
| Proceeds from promissory notes | - | 75,000 | ||||||
| Payments of promissory notes | (70,780 | ) | (15,845 | ) | ||||
| Proceeds from related party note, net | - | 144,576 | ||||||
| Payments of related party note | (2,785 | ) | (266,270 | ) | ||||
| Net cash flows from financing activities | 1,893,505 | 706,512 | ||||||
| Change in cash | (74,702 | ) | 60,205 | |||||
| Cash at beginning of period | 74,702 | 14,497 | ||||||
| Cash at end of period | $ | - | $ | 74,702 | ||||
| Supplemental disclosure of cash flow information: | ||||||||
| Interest paid in cash | $ | 11,875 | $ | 32,680 | ||||
| Income taxes paid in cash | $ | - | $ | - | ||||
| Supplemental disclosure of non-cash transactions: | ||||||||
| Common stock issued for conversion of note payable | $ | 195,500 | $ | 132,711 | ||||
| Debt discount recorded for beneficial conversion feature | $ | 538,200 | $ | 145,617 | ||||
| Common stock issued for license agreements | $ | - | $ | 4,480,000 | ||||
(The accompanying notes are an integral part of these consolidated financial statementsstatements)
F-6
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2014
NOTE 1 – BUSINESS
Organization
Global WholeHealth Partners Corporation (the “Company”), was incorporated on March 7, 2013 under the laws ofin the State of Nevada. 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. The Company’s ticker symbol changed to GWHP.
The Company is headquartered in Californiadevelops and was organized for the purpose of exploration of Oil and Gas.
Going Concern
The Company’s consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to continue fora going concern which contemplates the foreseeable future.
In view of these conditions, the ability of the Company to continue as a going concern is in substantial 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 do not include any adjustments that may resulttherefore 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 outcome of this uncertainty.
NOTE 2 – Significant Accounting Policies
Use of estimates
The preparation of unaudited condensed financial statements in accordanceconformity with U.S. generally accepted accounting principles generally accepted in the United States(“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosuresdisclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and cash equivalents
The Company considers all highly liquid instruments purchased with an original maturity of net operating lossthree months or less and credit carry-forwardsmoney market accounts to be cash equivalents.
F-7
Inventory
Inventory is comprised of finished goods and temporary differences between the tax basis of assets and liabilities and their respective financial reporting amounts measuredstated at the current enacted tax rates. lower of cost or net realizable value. 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. During the year ended June 30, 2022 and 2021, the Company recognized $115,681 and $171,811, respectively, of adjustments to reduce the value of inventory due primarily to the reduction in selling prices and expiration of test kits.
Equipment
Fixed assets are carried at cost, less accumulated depreciation. Major improvements are capitalized, while repair and maintenance are expensed when incurred. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in that period.
Depreciation is computed on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are:
| Summary of Estimated Useful Lives of Depreciable Assets | ||
| Estimated | ||
| Useful Lives | ||
| Computer equipment and software | 3 years | |
| Equipment, furniture and fixtures | 5 years |
Intangible assets
Other definite-lived intangible assets are amortized over their useful lives. The Company reviews the recoverability of long-lived assets whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable.
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.
The Company had one customer that represented 57.2% of revenue for the year ended June 30, 2021. 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. No other customers represented greater than 10% of sales.
F-8
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.
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 estimatedoperating 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.
Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company utilizes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:
Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation allowancetechniques in which one or more significant inputs or significant value drivers are unobservable.
During the periods covered by this report, the Company did not have any assets or liabilities that were required to be measured at fair value on its deferred income tax assets if it is not more likely than not that these deferred income tax assets will be realized.
Fair Value of Financial Instruments
The Company’s financial instruments consist of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected inexpenses. The carrying amounts of the balance sheets,Company’s financial instruments approximate fair value because of the short-term maturity of these instruments. All otheritems. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect those estimates. We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments.
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 equity instrumentstheir 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.
F-9
Transactions with Related Parties
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.
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 either recognized or disclosedcomprised of convertible notes and warrants to purchase common stock. For all periods presented, there is no difference in the financial statements together with other information relevantnumber 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):
| Schedule of Potentially Dilutive Securities in common stock equivalent shares | ||||||||
| Year Ended June 30, 2022 | Year Ended June 30, 2021 | |||||||
| Common stock warrants | 546,975 | 2,216,975 | ||||||
| Convertible promissory notes | 131,535,144 | 10,354 | ||||||
Research and Development
Research and development costs primarily consist of research contracts for making a reasonable assessmentthe advancement of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.
Stock-Based Compensation
The Company accounts for stock-based compensation in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (“ASC”) 718, Stock Based Compensation. ASC 605-10”) which718 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. If a stock-based award contains performance-based conditions, at the point that four basic criteria mustit becomes probable that the performance conditions will be met, before revenue can be recognized: (1) persuasive evidencethe Company records a cumulative catch-up of an arrangement exists; (2) delivery has occurred; (3) the selling priceexpense from the grant date to the current date, and then amortizes the remainder of the expense over the remaining service period. Management evaluates when the achievement of a performance-based condition is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) areprobable based on management's judgments regarding the fixed natureexpected satisfaction of the selling pricesperformance conditions as of the products delivered and the collectability of those amounts.
Accounting Pronouncements
We evaluate all Accounting Standards Codification subtopic 605-25, Multiple-Element Arrangements (“ASC 605-25”). ASC 605-25 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets.
F-10
New Accounting Pronouncements Not Yet Adopted
None.
Accounting Pronouncements Recently Adopted
In August 2020, the Company's unaudited condensedFASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for the Company for fiscal years beginning after December 31, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020 and adoption must be as of the beginning of the Company’s annual fiscal year. The Company adopted ASU 2020-06 beginning with our fiscal year starting on July 1, 2021 with no impact on its Financial Statements.
In January 2020, the FASB issued ASU 2020-01 - Investments - Equity securities (Topic 321), Investments - Equity method and joint ventures (Topic 323), and Derivatives and hedging (Topic 815) - Clarifying the interactions between Topic 321, Topic 323, and Topic 815. The amendments in this Update improve the accounting for certain equity securities upon the application or discontinuation of the equity method of accounting and clarify the scope considerations for forward contracts and purchased options on certain securities. The amendments are effective for public entities in fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted. The Company adopted ASU 2020-01 beginning with our fiscal year starting on July 1, 2021 with no impact on its Financial Statements.
In December 2019, the FASB issued ASU 2019-12, Income Taxes – Simplifying the Accounting for Income Taxes. The guidance removes certain exceptions for recognizing deferred taxes for equity method investments, performing intra period allocation, and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for goodwill and allocating taxes to members of a consolidated group, among others. This guidance is effective for interim and annual reporting periods beginning after December 15, 2020. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial position, results of operationsstatements have not yet been issued. The transition requirements are dependent upon each amendment within this update and will be applied either prospectively or cash flows.
NOTE 3 – GOING CONCERN MATTERS
Equipment consists of the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements duringfollowing:
| Summary Of Equipment | ||||||||
| June 30, | ||||||||
| 2022 | 2021 | |||||||
| Computers, office equipment and software | $ | 3,505 | $ | 3,505 | ||||
| Total equipment | 3,505 | 3,505 | ||||||
| Accumulated depreciation | (2,230 | ) | (1,067 | ) | ||||
| Equipment, net | $ | 1,274 | $ | 2,438 | ||||
During the year ended June 30, 2014,2021, the Company incurred net losses attributable to common stockholderspurchased $3,505 of $99,261,computer equipment. During fiscal 2022 and 2021, the Company recognized depreciation expense of $1,163 and $1,067, respectively.
F-11
NOTE 4 – Stockholder’s Equity
Preferred Stock
The Company has negative working capital (current liabilities minus current assets)Preferred stock: $ par value; shares authorized with no shares issued and outstanding.
Common Stock
The Company has shares of $109,343Common Stock authorized of which and shares were issued and outstanding as of June 30, 20142022 and June 30, 2021, respectively.
During fiscal 2022, the Company issued shares in exchange for services valued at $1,733,100, which includes the issuance of shares, in total, to the Board of Directors, valued at $.
During fiscal 2022, Firstfire 1) converted $164,000 or principal of Firstfire Note No. 1 at a per share price of $0.03, and received shares; and 2) converted $31,500 or principal of Firstfire Note No. 2 at a per share price of $0.0063, and received shares.
On July 10, 2021, the Company and LionsGate Funding Management LLC (“LGFM”) entered into a Media and Marketing Services Agreement (the “MMSA”). Pursuant to the MMSA, 1) LGFM will provide services designed to increase the awareness and visibility in the investment community and market product to distributors throughout the world for a period of 12 months; and 2) the Company will pay LGFM $100,000 and issue shares of restricted common stock valued at $129,000. The shares were issued on October 11, 2021. Lionsgate was issued shares on January 13, 2022 in exchange for services valued at $215,000.
On April 20, 2021, the Company and Empire Associates, Inc. entered into a Stock Purchase Agreement whereby the Company agreed to issue 250,000 to Empire Associates, Inc. in full satisfaction of the $77,060 paid to Geneva by Empire Associates on behalf of the Company. The shares were issued on September 2, 2021.
On April 12, 2021, the Company and Nunzia Pharmaceutical, Inc. entered into a Mutual Sales and Marketing Agreement (the “MSMA”). Pursuant to the terms of the MSMA, each company has mutual abilities to share their products for sale under nonexclusive but favorable conditions and prices. The duration of the agreement is for an initial period of five years commencing on April 12, 2021. As consideration for the MSMA, the Company agreed to issue 5,000,000 shares of its restricted common stock to Nunzia and Nunzia agreed to issue 5,000,000 shares of its restricted common stock to the Company. Due to the related party nature of the MSMA, the Company recorded the issuance of its shares at par value and the receipt of shares from Global at par value or $5,000 and reflected the balance as a non-current asset under the account “Investment in related party.”
On March 30, 2021, the Company entered into a License Agreement (the “IP License Agreement”) with Charles Strongo. Under the terms of the IP License Agreement, the Company has the exclusive license to use the intellectual property, “A Rapid, Micro-Welt or Later flow text for Parkinson’s, Dementia, or Alzheimer or ASD.” The Company agreed to issue 5,000,000 shares of common stock and pay a 2% fee of gross sales from use of the intellectual property. The duration of the IP License Agreement is for an initial period of five years. The IP License Agreement was initially valued at $ per share or $3,100,000. Due to the related party nature of the transfer and the absence of historical cost records, the full $3,100,000 was expensed within “Loss on related party transfer of intangible assets.”
On March 15, 2021, the Company issued 146,486 shares to Geneva Roth Remark Holdings, Inc. For additional information see “NOTE 6 – Convertible Promissory Notes” below.
On February 21, 2021, the Company agreed to issue and on February 25, issued 1,750,000 shares to LionsGate. The Company recorded compensation expense of $.
On January 12, 2021, the Company entered into a License Agreement (the “Patent License Agreement”) with Charles Strongo. Under the terms of the Patent License Agreement, the Company has the exclusive license to manufacture, sell and license to be manufactured the only Biodegradable plastic for medical devices. The devices include cassettes, midstream, small buffer bottles, urine cups, and any other plastic type of medical device used $62,227 in testing or for medical services under provisional patent number 63/054,139. The Company agreed to issue 3,000,000 shares of restricted common stock and pay a 2% fee of gross sales from use of the patent. The duration of the Patent License Agreement is for an initial period of five years. The Patent License Agreement was valued at $ per share or $. Due to the related party nature of the transfer and the absence of historical cost records, the full $1,380,000 was expensed within “Loss on related party transfer of intangible assets.”
F-12
On January 5, 2021, the Board appointed a new member, Dr. Miriam Lisbeth Paez De La Cerda and issued shares of restricted common stock to each of the six Directors for a total issuance of 1,200,000 shares valued at $ per share, the closing price of our common stock on January 5, 2020.
On December 15, 2020, the Company sold 250,000 shares of restricted common stock for $ per share and received $90,000. These shares were issued on February 5, 2021.
On September 24, 2020, the Company and Dr. Scott Ford, Director, entered into a subscription agreement for the purchase shares of restricted common stock at a price of $1.14 per share ($250,000 total) which represents a 50% discount to the share price due to the lack of marketability and the thinly traded nature of our common stock on the OTC. These shares were issued on February 5, 2021.
On July 9, 2020, the Company and Dr. Scott Ford, Director, entered into a subscription agreement for the purchase shares of restricted common stock at a price of $ per share which represents a 50% discount to the share price due to the lack of marketability and the thinly traded nature of our common stock on the OTC. These shares were issued on February 5, 2021.
EMC2 Capital
On July 22, 2020, the 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 “Purchase Shares”). As consideration for entry into the EMC2 SPA, the Company agreed to issue shares of common stock (the “Commitment Shares”) and a warrant to purchase up to two million () shares of common stock (the “Commitment Warrant”). The Commitment Warrant vested upon issuance, expires on its fifth anniversary and had an initial exercise price of $1.59 per share subject to adjustment whereby in the event that the bid price drops below the exercise price, at any time, the exercise price will decease by a prescribed amonut. Since the bid price dropped below $0.59 per share, the exercise price has been adjusted to par value, or $0.001 per share. Additionally, the Company agreed to issue a Registration Rights Agreement as an inducement to EMC2 Capital to execute and deliver the EMC2 SPA, 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. The obligation to issue the Commitment Shares and Commitment Warrant and the right of the Company to sell Purchase Shares to EMC2 Capital was dependent on the Company satisfying certain conditions, including notice of effectivness of the shelf registration statement registering the Purchase Shares and the issuance of the Commitment Shares and Commitment Warrant. Our Form S-1 registering shares of common stock related to the EMC2 SPA was filed on January 28, 2021 and declared effective on March 3, 2021, the measurement date.
The value of the Commitment Shares on the measurement date was $ per share or $. The value of the Commitment Warrant on the Measurement Date was $1,780,000 as calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) Stock price of $ per share; (2) exercise price of $ per share; (3) discount rate 0.73% (4) expected life of 4.33 years, (5) expected volatility of 227%, and (6) 0zero expected dividends.
As a result of the Securities and Exchange Commission declaring our Registration on Form S-1 effective, the pre conditions necessary for the Company to begin selling Purchase Shares to EMC2 Capital were removed. As a result, the Company determined the relative fair value of the Commitment Warrants and Commitment Shares to be $737,569 and $, respectively and recorded a deferred financing asset of $ and interest expense of $737,569. Subsequent cash receipts from the sale of Purchase Shares were first be allocated to the deferred financing cost asset.
During fiscal 2021, from March 3, 2021 through June 30, 2021, the Company sold 721,663 purchase shares to EMC2 Capital at prices ranging from $0.32 - $0.37 and received total proceeds of $250,051.
During fiscal 2022, the Company sold 7,856,514 Purchase Shares to EMC2 Capital at prices ranging from $0.02 - $0.34 and received total proceeds of $1,476,872. No Purchase Shares were sold during our fourth quarter ended June 30, 2022.
EMC2 also exercised their warrant to purchase shares in exchange for operating activitiesthe exercise price resulting in $2,000 of proceeds.
F-13
Warrants
Each of the Company’s warrants outstanding entitles the holder to purchase one share of the Company’s common stock for each warrant share held. A summary of the Company’s warrants outstanding and exercisable as of June 30, 2022 and 2021 is as follows:
| Summary Of Warrants | |||||||||||||||||
| Shares of Common Stock Issuable from Warrants Outstanding as of | Weighted Average | ||||||||||||||||
| Description | June 30, 2022 | June 30, 2021 | Exercise Price | Date of Issuance | Expiration | ||||||||||||
| EMC2 Capital | - | 2,000,000 | variable | July 22, 2020 | July 22, 2025 | ||||||||||||
| Geneva | 51,975 | 51,975 | variable | April 26, 2021 | April 26, 2024 | ||||||||||||
| Firstfire Warrant 1 | 165,000 | 165,000 | variable | June 18, 2021 | June 18, 2024 | ||||||||||||
| Firstfire Warrant 2 | 330,000 | - | variable | August 27, 2021 | August 27, 2024 | ||||||||||||
| Total | 546,975 | 2,216,975 | |||||||||||||||
NOTE 5 – Transactions with Related Persons
On March 30, 2022, the Board issued a total of 9,000,000 shares of restricted common stock valued at $0.043 per share to its six Directors.
On March 30, 2022, Michael Mitsunaga made a $10,000 payment to the Company’s counsel. Mr. Mitsunaga is the President Nunzia Pharmaceutical Company and was appointed its CEO in February 2022. Mr. Charles Strongo, the Company’s former Chairman and CEO resigned his position as Chairman and CEO of Nunzia Pharmaceutical Company on February 22, 2022. Due to the related party nature of the payment, as of June 30, 2022, the $10,000 is reflected on the balance sheet under the account “related party payables”.
On July 10, 2021, the Company and LionsGate Funding Management LLC (“LGFM”) entered into a Media and Marketing Services Agreement (the “MMSA”). LGFM is a shareholder, has provided significant funding to the Company and former officers of the Company are affiliates of LGFM. Pursuant to the MMSA, 1) LGFM provided services designed to increase the awareness and visibility in the investment community and market product to distributors throughout the world for a period of 12 months; and 2) the Company will pay LGFM $100,000 and issue shares of restricted common stock valued at $129,000. The shares were issued on October 11, 2021. Lionsgate was also issued shares on January 13, 2022 in exchange for services valued at $215,000.
Lionsgate was issued shares on January 13, 2022 in exchange for services valued at $215,000.
On April 12, 2021, the Company and Nunzia Pharmaceutical, Inc. entered into a Mutual Sales and Marketing Agreement pursuant to which Nunzia and the Company exchanged shares of common stock. For additional information, see “NOTE 4 – Stockholder’s Equity.”
On March 30, 2021, the Company entered into a five-year License Agreement with Charles Strongo and issued shares of restricted common stock. For additional information, see “NOTE 4 – Stockholder’s Equity.”
On February 21, 2021 the Company agreed to issue and on February 25, issued shares to LionsGate. The Company recorded compensation expense of $.
On January 12, 2021, the Company entered into a five-year License Agreement with Charles Strongo and issued shares of restricted common stock. For additional information, see “NOTE 4 – Stockholder’s Equity.”
On January 5, 2021, the Board appointed a new member, Dr. Miriam Lisbeth Paez De La Cerda and issued shares of restricted common stock to each of the six Directors for a total issuance of 1,200,000 shares valued at $per share.
On July 9, 2020 and September 24, 2020, the Company and Dr. Scott Ford entered into a subscription agreement for the purchase of restricted common stock resulting in the payment of $to the Company, see “Note 4 – Stockholders’ Equity” above for additional information.
F-14
Beginning in January 2020, the Company utilizes the R&D capabilities of Pan Probe Biotech to perform studies and work towards the development of the Company’s COVID-19 tests. Dr. Shujie Cui is the Company’s former Chief Science Officer and 100% owner of Pan Probe. During the year ended June 30, 2014. In addition,2022, the Company has yet commercialized its planned business incurred R&D costs of $1,369,097 and has generated very little revenues since inception. These factors among others raise substantial doubt about the Company’s ability to continue as a going concernpaid Pan Probe $ for a reasonable period of time.
The Company paid rent to Pan Probe on a temporary basis, from April 21, 2020 through October 21, 2020, at a rate of accrued interest on notes payable and $33,758$2,551 per month or $15,306 which was prepaid in full in April 2020. During the year ended June 30, 2021, the Company recognized $10,204 of accrued consulting fees.
Related Party Note
From time-to-time the Company receives shareholder have borrowed $53,880, net of repayments of $4,720 since the Company’s inception inadvances from LionsGate to cover operating costs. On March 2013. These are interest free advances.
During fiscal 2022 and 2013 is $6,8332021, the Company recognized $0 and $1,183. The default rate$2,178, respectively, of interest is 1.5% per month. In May 2014,expense related to the due date of this note was extended to October 1, 2015.
NOTE 76 – PROMISSORY NOTE
On June 7, 2013,April 18, 2020, the Company received $40,000issued 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%, matured in six months on issuanceOctober 17, 2020 and are convertible at any time into shares of 5% unsecured promissory note, whichrestricted common stock at a conversion price of $9.00 per share. The notes are currently in default. The debt discount attributable to the fair value of the beneficial conversion feature amounted to $42,224 for the Convertible Notes and was originally due onaccreted over the term of the Convertible Notes. In December of 2020, the Company repaid, in-full, two of the Convertible Notes with principal a balance totaling $10,000 and $500 in interest payable. In November 30, 2013. The maturity date was extended to June 1, 2014of 2021, the Company repaid, in-full, one of the Convertible Notes with a principal balance totaling $50,000 and subsequently extended to December 31, 2014.$6,425 of interest payable. During the years ended June 30, 20142022 and 2013,2021, the Company recognized $4,345 and $7,143, respectively, of interest expense; and $0 and $25,149, respectively, of accretion. As of June 30, 2022, the Convertible Notes principal balance is $35,000 and accrued interest balance is $6,102.
Firstfire Global Opportunities Fund LLC
Firstfire Note No. 1
On June 18, 2021, the Company entered into a Securities Purchase Agreement with Firstfire Global Opportunities Fund LLC (“Firstfire”), for the sale of a secured, 12% senior secured convertible promissory note in the principle amount of $275,000 and 165,000 stock purchase warrants. On July 8, 2021, the Company received $224,500 net of a $25,000 original issue discount, and $25,500 of placement agent and legal fees, and issued a senior secured convertible promissory note (the “Firstfire Note No. 1”) in the amount of $275,000. The terms of the Firstfire Note No. 1 provide for all principal and interest due in twelve (12) months on June 18, 2022, with $33,000 of interest (i.e., $275,000 x 12%) earned as of June 18, 2021, interest due upon default of 20% annually, a prepayment penalty of 5% of all outstanding amounts due, and if the Company triggers and event of default which is not cured, then the total of all amounts owing will be increased by 25%, to be paid at the discretion of Firstfire, in the form of cash or conversion into common stock. The Firstfire Note No. 1 is convertible any time after June 18, 2021 into shares of common stock at a conversion price that is the lesser of $0.35 per share or seventy percent (70%) of the lowest traded price of our common stock during the ten (10) trading day period prior to conversion. Conversion of the Firstfire Note No. 1 and/or the Firstfire Warrant No. 1 is limited to Firstfire beneficially owning no more than 4.99% of the outstanding common stock of the Company.
F-15
Additionally, the Company entered into a Registration Rights Agreement with Firstfire whereby the Company agreed to file within 90 days and have declared effective within 120 days from June 18, 2021, a registration statement to cover the shares issuable under the Firstfire Note No. 1 and Firstfire Warrant No. 1. Failure to file within 90 days and have the registration declared effective before 120 days will result in liquidated damages of 1% principal amount.
Due to the Company not filing a registration statement to cover the shares underlying a Firstfire Note No. 1 conversion by the dates specified in the Registration Rights Agreement, the Firstfire Note No. 1 fell into default resulting in the Firstfire Note No. 1 becoming immediately due and the Company recognizing liquidated damages of $2,750 and $77,000 increase in the amount due.
As additional consideration, the Company granted Firstfire a warrant to purchase 165,000 shares of our common stock (the “Firstfire Warrant No. 1”) at an exercise price of $ for a period of three (3) years. The Firstfire Warrant No. 1 contains provision for an anti-dilution adjustment and cashless exercise rights if a registration statement covering the resale of the Firstfire Warrant No. 1 shares is not available for the resale of such Firstfire Warrant No. 1 shares. The fair value of the Firstfire Warrant No. 1 was $ per share and was calculated using the Black-Scholes option pricing model with the following assumptions: (1) Stock price of $ per share; (2) exercise price of $ per share; (3) discount rate 0.47% (4) expected life of 3 years, (5) expected volatility of 194.5%, and (6) 0zero expected dividends. This resulted in allocating $48,849 to the Firstfire Warrant No. 1 and $226,151 to the Firstfire Note No. 1. The debt discount attributable to the beneficial conversion feature was $264,372. As a result of the original issue discount, fees, warrant and beneficial conversion feature of the Firstfire Note No. 1, the Company recorded interest expensea debt discount of $2,104 and $nil, respectively, on this note; total accrued interest as of June 30, 2014 and 2013 is $2,104 and $nil. In May 2014,$275,000.
During the due date of this note was extended to December 31, 2014.
During the Company received $25,000 on issuance of an 8% unsecured promissory note, which is due on May 22 2015. Default rate of interest is 1.5% per month. During year ended June 30, 2014,2022, the Company recognized $34,471 of interest expense.
As of June 30, 2022, the total amount due, including interest and penalties, under the Firstfire Note 1 is $225,221 and is convertible into approximately shares of common stock.
Firstfire Note No. 2
On August 27, 2021, the Company entered into a Securities Purchase Agreement with Firstfire, for the sale of a secured, 12% senior secured convertible promissory note in the principle amount of $385,000 and 330,000 stock purchase warrants. The Company received $313,700 net of a $35,000 original issue discount and $36,300 of placement agent and legal fees, and issued a senior secured convertible promissory note (the “Firstfire Note No. 2”) in the amount of $385,000. The terms of the Firstfire Note No. 2 provide for all principal and interest due in twelve (12) months on August 27, 2022, with $46,200 of interest (i.e., $385,000 x 12%) earned as of August 27, 2021, interest due upon default of 20% annually, a prepayment penalty of 5% of all outstanding amounts due, and if the Company triggers and event of default which is not cured, then the total of all amounts owing will be increased by 25%, to be paid at the discretion of Firstfire, in the form of cash or conversion into common stock. The Firstfire Note No. 2 is convertible any time after August 27, 2021 if the underlying shares have an effective registration statement, otherwise, the right of conversion commences after 180 days from August 31, 2021 into shares of common stock at a conversion price that is the lesser of $0.35 per share or seventy percent (70%) of the lowest traded price of our common stock during the ten (10) trading day period prior to conversion. Conversion of the Firstfire Note No. 2 and/or the Firstfire Warrant No. 2 is limited to Firstfire beneficially owning no more than 4.99% of the outstanding common stock of the Company.
Additionally, the Company entered into a Registration Rights Agreement with Firstfire whereby the Company agreed to file within 90 days and have declared effective within 120 days from August 27, 2021, a registration statement to cover the shares issuable under the Firstfire Note No. 2 and Firstfire Warrant No. 2. Failure to file within 90 days and have the registration declared effective before 120 days will result in liquidated damages of 1% of the principal amount.
Due to the Company not filing a registration statement to cover the shares underlying a Firstfire Note No. 2 conversion by the dates specified in the Registration Rights Agreement, the Firstfire Note No. 2 fell into default resulting in the Firstfire Note No. 2 becoming immediately due and the Company recognizing liquidated damages of $3,850 and $107,800 increase in the amount due.
F-16
As additional consideration, the Company granted Firstfire a warrant to purchase 330,000 shares of our common stock (the “Firstfire Warrant No. 2”) at an exercise price of $ for a period of three (3) years. The Firstfire Warrant No. 2 contains provision for an anti-dilution adjustment and cashless exercise rights if a registration statement covering the resale of the Firstfire Warrant No. 2 shares is not available for the resale of such Firstfire Warrant No. 2 shares. The fair value of the Firstfire Warrant No. 2 was $ per share and was calculated using the Black-Scholes option pricing model with the following assumptions: (1) Stock price of $ per share; (2) exercise price of $ per share; (3) discount rate 0.41% (4) expected life of 3 years, (5) expected volatility of 184.0%, and (6) 0zero expected dividends. This resulted in allocating $82,870 to the Firstfire Warrant No. 2 and $302,130 to the Firstfire Note No. 2. The debt discount attributable to the beneficial conversion feature was $248,111. As a result of the original issue discount, fees, warrant and beneficial conversion feature of the Firstfire Note No. 2, the Company recorded interest expensea debt discount of $214 on this note; total accrued interest as of June 30, 2014 is $214.
During the Company received $2,000 on issuance of an 8% unsecured promissory note, which is due on June 12, 2015. Default rate of interest is 1.5% per month. During year ended June 30, 2014,2022, Firstfire converted $31,500 of principal of the Firstfire Note No. 2 at a per share price of $, and received shares of common stock.
During the year ended June 30, 2022, the Company recordedrecognized $46,200 of interest expense of $8 on this note; total accrued interest as of June 30, 2014 is $214.
As of June 30, 20142022, the total amount due, including interest and 2013,penalties, under the Firstfire Note 2 is $511,350 and is convertible into approximately shares of common stock.
Geneva Promissory Note dated April 26, 2021
On April 26, 2021, the Company has no shares of preferred stock issued and outstanding.
During the year ended June 30, 20142022 and 2013,2021, the Company had 23,400,000made payments totaling $76,230 and 23,000,000$19,058, respectively, recognized interest expense of $3,213 and $5,550, respectively and recognized accretion of the debt discount of $5,951 and $27,460, respectively.
Geneva Convertible Promissory Notes dated July 13, 2020, August 3, 2020 and September 8, 2020
On July 13, 2020, August 3, 2020 and September 8, 2020 (the “Issue Dates”), the Company and 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, August 3, 2020 and September 8, 2020 for principal amounts of $63,000, $55,000 and $53,000, respectively (the “Geneva CPNs”). Pursuant to the terms of the Geneva CPNs, the Company received net proceeds of $60,000, $52,000 and $50,000 (the proceeds from each note were funded net of $3,000 in legal fees). The Geneva CPNs matured in one year, accrued interest of 10% and, after 180 days, were convertible into shares of common stock issuedany 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. The Geneva CPN’s may be prepaid anytime up to 180 days from issuance with the following prepayment penalties: 1) The period beginning on the Issue Date and outstanding.ending on the date which is ninety (90) days following the Issue Date, 125%; 2) The period beginning on the date that is ninety-one (91) day from the Issue Date and ending one hundred fifty (150) days following the Issue Date, 135%; and 3) The period beginning on the date that is one hundred fifty-one (151) day from the Issue Date and ending one hundred eighty (180) days following the Issue Date, 139%.
On December 21, 2020, the Company paid $90,487 as full payment of the Geneva CPN dated July 13, 2020. The payment included $63,000 of principal, $2,917 of interest related to the coupon and $24,570 as a prepayment penalty recorded as interest expense.
On February 16, 2021, Empire Associates, Inc., an unaffiliated company, paid off the balance, in-full, on the note dated August 3, 2020. The payment totaled $77,061 and included $55,000 of principal, $3,256 of interest related to the coupon and $18,805 as a prepayment penalty recorded as interest expense. At the time of payoff, the Company and Empire Associates, Inc. had not entered into any agreements related to the payment of the Geneva CPN dated August 3, 2020. On April 20 the Company and Empire Associates, Inc. entered into a Stock Purchase Agreement whereby the Company agreed to issue to Empire Associates, Inc. in full satisfaction of the $77,061 paid to Geneva on behalf of the Company.
F-17
On March 15, 2021, the Company issued 8,000,000 shares on sale of its common stock for $8,000 cash.
The debt discount attributable to the legal fees paid and fair value of the beneficial conversion feature contained in the Geneva CPNs amounted to $132,831 and was accreted over the term of the Geneva CPNs. In the event a Geneva CPN was paid in advance of its maturity date, the future accretion was recorded in the period the related Geneva CPN was repaid.
The Geneva CPNs were repaid in full in fiscal 2021. During the year ended June 30, 2021, the Company recognized $9,380 of interest expense, $43,374 of in penalties and $132,831 of accretion related to the debt discount.
NOTE 7 – Leases
On September 14, 2021, in anticipation of increased business, the Company leased 6,900 square feet of office and light industrial space located at 1130 Calle Cordillera, San Clemente, California and entered into a Standard Multi-Tenant Office Lease (the “Lease”). Pursuant to the Lease the term is five years beginning on October 15, 2021, the Company paid a security deposit of $32,621, and monthly base rent is $9,696 subject to an annual increase of 3% each year.
On July 13, 2022, the Company received a notice to pay rent or surrender the premises located at 1130 Calle Cordillera, San Clemente, California due to non payment of rent for $400.
As of June 30, 2014,2022, the Company doeshas not entered into any leases other than the lease space for offices or operations.
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NOTE 8 – Income Taxes
Income taxes are accounted for the annual flat rate of $55,000. The service agreement was renewed during the yearusing an asset and expires March 1, 2015. During the year the Company recognized $64,428 in expense related to this agreement and has included $33,758 in accrued liabilities as of June 30, 2014.
There is no current or deferred tax expense for 2022 and 2021, due to the Company’s loss position. Realization of the future tax benefits related to the deferred tax assets are determined basedis dependent on many factors, including the difference between financial statements and tax bases of assets and liabilities using enacted tax rates in effect forCompany’s ability to generate taxable income within the year in which the differences are expected to reverse.
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, 2022 and 2021 are as follows:
| Schedule Of Deferred Tax Assets | ||||||||
| 2022 | 2021 | |||||||
| Deferred tax assets: | ||||||||
| Net operating loss carryforwards | $ | 3,994,223 | $ | 1,275,168 | ||||
| Statutory tax rate | 21 | % | 21 | % | ||||
| Total deferred tax assets | 838,787 | 267,785 | ||||||
| Less: valuation allowance | (838,787 | ) | (267,785 | ) | ||||
| 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, 2022 and 2021 is as follows:
| Schedule Of Reconciliation Of Income Tax Rates | ||||||||
| 2022 | 2021 | |||||||
| Federal Statutory Rate | $ | 1,082,540 | $ | 1,897,166 | ||||
| Nondeductible expenses | (511,539 | ) | (1,664,355 | ) | ||||
| Change in allowance on deferred tax assets | 571,001 | 232,811 | ||||||
| Income tax benefit | $ | - | $ | - | ||||
The net operating loss benefit, since,increase in the opinionvaluation allowance for deferred tax assets was $571,002 and $232,811 for the years ended June 30, 2022 and 2021, respectively. In assessing the realizability of deferred tax assets, management based upon the earnings history of the Companyconsiders whether it is more likely than not that some portion or all of the benefitsdeferred tax assets will not be realized.
| Deferred tax assets (liabilities): | ||||
Net operating loss carry forward | $ | 34,471 | ||
Less: valuation allowance | (34,471 | ) | ||
Net deferred tax asset | $ | – |
For federal income tax position if that position is more likely than not to be sustained upon audit, based upon the technical merits of the position. ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken on a tax return. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure.
The fiscal years 2019 through 2021 remain open to examination by federal authorities and other jurisdictions in which the Company operates.
NOTE 9 – Commitments and Contingencies
On September 14, 2021, the Company leased 6,900 square feet of office and light industrial space located at 1130 Calle Cordillera, San Clemente, California. See “Note 6 - Leases” and “Note 10 – Subsequent Events” for additional information.
F-19
On February 17, 2022, the Securities and Exchange Commission filed a lawsuit in the federal district court for the Company remain subject to future examinations by the applicable taxing authorities.
NOTE 10 – Subsequent Events
Management has reviewed material events subsequent of the yearperiod ended June 30, 2014 we carried out2022 and prior to the filing of our consolidated financial statements in accordance with FASB ASC 855 “Subsequent Events”.
On July 25, 2022, Firstfire converted $29,750 of principal under the Firstfire Note 2 and received shares of common stock.
On Agust 3, 2022, Firstfire converted $20,000 of principal under the Firstfire Note 2 and received shares of common stock.
On September 6, 2022, Firstfire converted $23,100 of principal under the Firstfire Note 2 and received shares of common stock.
On July 13, 2022, the Company received a notice to pay rent or surrender the premises located at 1130 Calle Cordillera, San Clemente, California due to non payment of rent for the months of April 2022 – July 2022 and totaling $35,391. In mid August 2022, the Company surrendered the premises and the deposit of $32,621 towards payment of the balance owed.
On July 21, 2022, the Company and 1800 Diagonal Lending LLC (“1800 Diagonal”) entered into a Securities Purchase Agreement (the “1800 Diagonal SPA”). Pursuant to the 1800 Diagonal SPA, the Company sold to 1800 Diagonal a Promissory Note for the principal amount of $114,675 (the “1800 Diagonal Promissory Note”). Pursuant to the 1800 Diagonal Promissory Note the Company received net proceeds of $100,000 which included deductions for a $10,425 original issue discount, $3,000 for legal fees and $1,250 as a due diligence fee. The 1800 Diagonal Promissory Note matures in one (1) year, requires no payments until maturity, is unsecured and subject to customary remedies upon default. Beginning 180 days for the date of the 1800 Diagonal Promissory Note, the 1800 Diagonal Promissory Note becomes, at the option of 1800 Diagonal, convertible into shares of common stock at an evaluation, underexercise price of 75% multiplied by the average of the three lowest closing bid prices over the 15 days prior to the conversion date. 1800 Diagonal has agreed to restrict its ability to convert the 1800 Diagonal Promissory Note 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 1800 Diagonal Promissory Note represents a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company. The foregoing summary of the 1800 Diagonal SPA and 1800 Diahonal Promissory Note does not purport to be complete and is qualified in its entirety by reference to the full text of the 1800 Diagonal SPA and 1800 Diahonal Promissory Note which are filed herewith by the Company as Exhibit 10.12 and 10.13, respectively, to this report.
On July 27, 2022, the Company and Coventry Enterprises LLC (“Coventry”) entered into a Securities Purchase Agreement (the “Coventry SPA”). Pursuant to the Coventry SPA, the Company sold to Coventry a promissory note for the principal amount of $125,000 (the “Coventry Note”) and agreed to issue 1,000,000 shares of common stock (the “Common Stock Fee”). Pursuant to the Coventry Note, the Company received net proceeds of $106,250 which included deductions for an original issue discount of $18,750. Also, the Company paid a 3rd party broker the sum of $7,000 as a commission related to the Coventry Note. The Coventry Note includes 10% or $12,500 of guaranteed interest, matures in one (1) year, requires seven payments of $19,642.85 beginning December 27, 2022, is unsecured and subject to customary remedies upon default, including accruing interest at 18% and becoming convertible into common stock at a conversion price per share equal to 90% of the lowest per-share trading price during the twenty (20) trading day period before the conversion. The Coventry Note represents a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company. The foregoing summary of the Coventry SPA and Coventry Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Coventry SPA and Coventry Note which are filed herewith by the Company as Exhibit 10.14 and 10.15, respectively, to this report. As a result of the original issue discount, the Common Stock Fee valued at $9,000, and the $7,000 broker commission, the Company recorded a debt discount of $34,750 which is being accreted over the term of the Coventry Note.
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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 the principal executive officerour Chief Executive Officer and the principal financial officer (principal financial officer),Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13(a)-15(e)Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 Act.(the “Exchange Act”), as of the end of the period covered by this quarterly report. Based on this evaluation, becauseour Chief Executive Officer and Chief Financial Officer concluded that as of the Company’s limited resources and limited number of employees, management concludedJune 30, 2022, that our disclosure controls and procedures were ineffectiveeffective 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 of June 30, 2014.
(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. The Company’sreporting (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 assurancesassurance regarding the reliability of financial reporting and the preparation of theour financial statements of the Companyfor external reporting purposes in accordance with U.S. generally accepted accounting principles, orUS GAAP. Because of its 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 orof compliance with the policies or procedures may deteriorate.
As of our Chief Executive Officer/ Chief Financial Officer (principal financial officer),June 30, 2022, our management, conducted an evaluation ofincluding our principal executive officer and principal financial officer, assessed the effectiveness of our internal control over financial reporting as of June 30, 2014 based onusing the frameworkcriteria set forth in Internal Control—Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO")(comm. only referred to as COSO). Based on this assessment, our evaluation and the material weaknesses described below, management concluded that the Company did not maintain effectiveour internal control over financial reporting was effective based on those criteria as of June 30, 2014 based on the COSO framework criteria. Management has identified control deficiencies regarding the lack of segregation of duties and the need for a stronger internal control environment. Management of the Company believes that these material weaknesses are due to the small size of the Company’s accounting staff. The small size of the Company’s accounting staff may prevent adequate controls in the future, such as segregation of duties, due to the cost/benefit of such remediation. To mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of legal and accounting professionals. As we grow, we expect to increase our number of employees, which will enable us to implement adequate segregation of duties within the internal control framework.
(c) Changes in Internal Controls
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 haveoccurred during the period covered by this report that has materially affected, or areis reasonably likely to materially affect, our internal controlscontrol over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
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PART III
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the compensationnames and ages of our sole Executive Officer for the period from inception on March 7, 2013 through the period ending June 30, 201 4.
| Name And Principal position | Year | Salary($) | Bonus($) | Stock Awards($) | Option Awards($) | Non-Equity Incentive Plan Compensation($) | Nonqualified Deferred Compensation Earnings($) | All Other Compensation($) | Total($) | |||||||||||||||||||||||||
Robert Schwarz, CEO | 2013 (1) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||
2014 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
| Name | Age | Current Position With Us | Director or Officer Since | |||
| Rene Alvarez | 84 | Chairman, CEO, President, Treasurer, COO and Secretary | August 1, 2019 | |||
| Edgar B. Gonzalez | 58 | Executive Vice President and Director | July 27, 2022 |
Former Officers and Directors
Dr. Miriam Lisbeth Paez De La Cerda, Director from August 1, 2019 to her resignation on August 5, 2022.
Dr. Shuijie Cui, Chief Science Officer and Director from August 1, 2019 to his resignation on July 19, 2022.
Wolfgang Groeters, Director from August 1, 2019 to his resignation on July 19, 2022.
Dr. Scott Ford, Director from August 1, 2019 to his resignation on July 19, 2022.
Charles Strongo, Chairman, CEO from August 1, 2019 and Secretary from April 15, 2020 to his resignation on July 12, 2022.
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
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.
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Mr. Edgar B. Gonzalez. Mr. Gonzalez is the Executive Vice President of Sales, Operations, Marketing and sits on the Board Of Directors of the Company. Mr. Gonzalez has over 30+ years of experience in Business Finance and Corporate Management. Previously, Mr. Gonzalez founded and was President of California Investments which he owned and operated for 25 years and exceeded sales of over 700 million Dollars worldwide. Mr. Gonzalez has been a leader within the international community in contracts and financing, is considered a stakeholder with Federal Drug Administration having been a participant with them and has international contacts throughout the world, many of whom hold high positions within their governments and in their Ministry of Health Departments.
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 believehave not adopted a code of ethics that each individualapplies to our principal executive officer, principal financial officer, principal accounting officer, or entity namedpersons 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, 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. At this time, after considering all of the relevant facts and circumstances, our Board has sole investmentdetermined that Wolfgang Groeters and voting powerqualify as an “independent” director. 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 one executive officer and two directors. Our Board has reviewed our current Board leadership structure — which consists of a Chief Executive Officer who is also the Treasurer, Secretary and Chairman of the Board — 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 Executive Officer and Chairman positions should be separated based on what the Board believes is best for us and our stockholders.
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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 securities indicatedintegrity 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, 2022, the Board held a total of one (1) meeting. Shareholders were invited to attend via Zoom. We did not, however, have a qualifying annual meeting of shareholders during the fiscal years ended June 30, 2022 and 2021.
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.
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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, 2022 and 2021:
| Name and Principal Position | Year Ended June 30, | Salary ($) | Stock Awards | Total ($) | |||||||||||
| Charles Strongo (1) (2) Former CEO, President, CFO, Treasurer, Secretary and Chairman | 2022 | 75,000 | 150,500 | 225,500 | |||||||||||
| 2021 | 75,000 | 4,624,000 | 4,699,000 | ||||||||||||
| Richard Johnson (1) Former CFO, Treasurer and Director | 2021 | 20,000 | - | 20,000 | |||||||||||
| Rene Alvarez (3) CEO, President, CFO, Treasurer, COO, Secretary and Chairman | 2022 | 75,000 | 150,500 | 225,500 | |||||||||||
| 2021 | 79,800 | 144,000 | 223,800 | ||||||||||||
| Dr. Shuijie Cui (4) Former Chief Science Officer and Director | 2022 | - | 21,500 | 21,500 | |||||||||||
| 2021 | - | 144,000 | 144,000 | ||||||||||||
| (1) | 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. Richard Johnson served a CFO, Treasurer and Director through August 21, 2020. |
| (2) | During 2022, as compensation for his services on the Board, Mr. Strongo was granted 3,500,000 shares of restricted common stock valued at the close price of our common stock ($0.043 per share) valued at $150,500. During 2021, During 2021, Mr. Strongo was granted 1) 200,000 shares of restricted common stock on January 5, 2021 valued at the close price of our common stock ($0.72 per share) or $144,000; 2) 3,000,000 shares of restricted common stock pursuant to the Patent License Agreement dated January 12, 2021 valued at the close price of our common stock ($0.46 per share) or $1,380,000; and 3) 5,000,000 shares of restricted common stock pursuant to the IP License Agreement dated March 30, 2021 valued at the close price of our common stock ($0.62 per share) or $3,100,000. For additional information see “NOTE 4 – Stockholders’ Equity”, under Item 8 of this Annual Report. |
| (3) | During 2022, as compensation for his services on the Board, Mr. Alvarez was granted 3,500,000 shares of restricted common stock valued at the close price of our common stock ($0.043 per share) valued at $150,500. During 2021, as compensation for his services on the Board, Mr. Alvarez was granted 200,000 shares of restricted common stock valued at the close price of our common stock ($0.72 per share) or $144,000. |
| (4) | During 2022, as compensation for his services on the Board, Mr. Cui was granted 500,000 shares of restricted common stock valued at the close price of our common stock ($0.043 per share) valued at $21,500. During 2021, as compensation for his services on the Board, Mr. Cui was granted 200,000 shares of restricted common stock valued at the close price of our common stock ($0.72 per share) or $144,000. |
Employment Agreements
We currently have no employment agreements in place. The Board approved cash compensation to be paid to Mr. Strongo and Mr. Alvarez for fiscal 2021 in the amount of $75,000 and $79,800, respectively, and to compensate each of Messrs. Strongo and Alvarez $75,000 during fiscal 2022.
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.
14
COMPENSATION OF DIRECTORS
Our directors play a critical role in guiding our strategic direction and overseeing the management of our Company. Ongoing developments in corporate governance and financial reporting have resulted in an increased demand for such highly qualified and productive public company directors. The many responsibilities and risks and the substantial time commitment of being a director of a public company require that we provide adequate incentives for our directors’ continued performance by paying compensation commensurate with our directors’ workload. In establishing director compensation, the Board is guided by the following goals:
| ● | compensation should consist of cash and/or equity awards that are designed to fairly pay the directors for work required for a company of our size and scope; |
| ● | compensation should align the directors’ interests with the long-term interests of stockholders; and |
| ● | compensation should assist with attracting and retaining qualified directors. |
For their services as directors, on March 30, 2022, the Board granted 9,000,000 shares of restricted common stock to its directors. The stock was valued at the close price of our common stock ($0.043 per share) or $387,000 in total to the following individuals:
| Name | Fees Earned or paid in cash ($) | Stock awards ($) | ||||||
| Charles Strongo | - | 150,500 | ||||||
| Rene Alvarez | - | 150,500 | ||||||
| Dr. Scott Ford | - | 21,500 | ||||||
| Dr. Shujie Cui | - | 21,500 | ||||||
| Wolfgang Groeters | - | 21,500 | ||||||
| Dr. Miriam Lisbeth De La Cerda | - | 21,500 | ||||||
For their services as directors, on January 5, 2021, the Board granted 200,000 shares of restricted common stock to each of the six (6) directors. The stock was valued at the close price of our common stock ($0.72 per share) or $144,000 per director and $864,000 in total.
Limitation on Directors’ Liabilities; Indemnification of Officers and Directors
Our Bylaws designate the relative duties and responsibilities of our officers and establish procedures for actions by directors and stockholders and other items. Our bylaws also contain indemnification provisions, which will permit us to indemnify our officers and directors to the maximum extent provided by Nevada law. For additional information, see Exhibit 3.2 to this Annual Report.
Directors’ and Officers’ Liability Insurance
We have not obtained directors’ and officers’ liability insurance.
15
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 owned by them, subject to community property laws, where applicable, except where otherwise noted:
| Name and Address of Beneficial Owner(1) | Number of shares Beneficially Owned(2) | Percent of Class Owned(2) | ||||||
| Directors and Officers | ||||||||
| Rene Alvarez | 10,451,274 | 8.0 | ||||||
| Wolfgang Groeters | 2,730,000 | 2.1 | ||||||
| Edgar B. Gonzalez | 350,000 | * | ||||||
| All Directors and Officers as a Group | 13,531,274 | 10.3 | ||||||
| 5% shareholders | ||||||||
| Rene Alvarez | 10,451,274 | 8.0 | ||||||
| Total Directors and Officers and 5% Shareholders | 13,531,274 | 10.3 | ||||||
| * | 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 1402 N El Camino Real, San Clemente, CA 92672. |
| (2) | Calculated pursuant to rule 13d-3(d) of the Exchange Act. Beneficial ownership is calculated based on 131,287,079 shares of common stock issued and outstanding as of September 22, 2022. 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 owned by the parties listed in the table. |
| Name and Address | Shares of Common Stock Beneficially Owned | Percent of Shares Outstanding | ||||||
Robert Schwarz | 15,000,000 | 64 | % | |||||
Officers and Directors as a group (1 person) | 15,000,000 | 64 | % | |||||
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ITEM 13. CertainCERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
We do not have a formal written policy for the review and approval of transactions with related parties; however, our Corporate Governance Principles require actual or potential conflict of interest to be reported to the Board. Our employees are expected to disclose personal interests that may conflict with ours and they may not engage in personal activities that conflict with their responsibilities and obligations to us. Periodically, we inquire as to whether or not any of our Directors have entered into any transactions, arrangements or relationships that constitute related party transactions. If any actual or potential conflict of interest is reported, our entire Board and outside legal counsel review the transaction and relationship disclosed and the Board makes a formal determination regarding each Director’s independence. If the transaction is deemed to present a conflict of interest, the Board will determine the appropriate action to be taken.
Transactions with Related Persons
The Board is responsible for review, approval, or ratification of “related-person transactions” involving Global WholeHealth Partners or its subsidiaries and related transactions, andpersons. Under SEC rules (Section 404 (a) of Regulation S-K), a related person is a director, independence
The Board has any material interest,determined that, barring additional facts or circumstances, a related person does not have a direct or indirect material interest in the following categories of transactions:
| ● | any transaction with another company for which a related person’s only relationship is as an employee (other than an executive officer), director, or beneficial owner of less than 10% of that company’s shares, if the amount involved does not exceed the greater of $1 million or 2% of that company’s total annual revenue; |
| ● | compensation to executive officers determined by the Board; |
| ● | compensation to directors determined by the Board; |
| ● | transactions in which all security holders receive proportional benefits; and |
| ● | banking-related services involving a bank depository of funds, transfer agent, registrar, trustee under a trust indenture, or similar service. |
Review, Approval or Ratification of Transactions with Related Persons
The Board reviews transactions involving related persons who are not included in one of the above categories and makes a determination whether the related person has a material interest in a transaction and may approve, ratify, rescind, or take other action with respect to the transaction in its discretion. An interested related party who serves on the Board shall recuse their self from the review and approval of a related party transaction in which they have an interest in the transaction. In the event of a potential conflict of interest, the Board will generally evaluate the transaction in terms of the following standards: (i) the benefits to us; (ii) the impact on a director’s independence in the event the related person is a director, an immediate family member of a director or an entity in which a director is a partner, shareholder or executive officer; (iii) the availability of other sources for comparable products or services; (iv) the terms and conditions of the transaction; and (v) the terms available to unrelated parties or the employees generally.
The following is a description of each transaction since the beginning of 2019, and each currently proposed transaction, in which:
| ● | we have been or are to be a participant; |
| ● | the amount involved exceeds the lesser of $120,000 or 1% of the average of our total assets for the last two completed fiscal years; and |
| ● | any of our directors, executive officers or holders of more than 5% of any class of our capital stock at the time of the transactions in issue, or any immediate family member of or person sharing the household with any of these individuals, had or will have a direct or indirect material interest. |
For additional information see “NOTE 5 – Transactions with Related Persons”, under Item 8 of this Annual Report.
Director Independence
Please refer to “Director Independence” under the section titled “CORPORATE GOVERNANCE” in “ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.”
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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, 2022 and 2021. 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 transaction since March 7, 2013 (inception) or in any presently proposed transaction which, in either case, has or will materially affect us.
| Fiscal year ended June 30, | ||||||||
| Description | 2014 | 2013 | ||||||
Year end audit and review of quarterly interim financial statements | $ | 21,500 | $ | 10,000 | ||||
Other audit related fees not included above | Nil | nil | ||||||
Tax compliance, tax advice and tax planning | Nil | nil | ||||||
Total | $ | 21,500 | $ | 10,000 | ||||
Our Board, in its discretion, may direct the appointment of Directorsdifferent 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 information described in “Financial Information Systems Designaudit fees, audit-related fees, tax fees and Implementation Fees ”other fees paid to our auditors, as disclosed below, and “ All Other Fees ” above and believeshas determined that itthe payment of such fees is compatible with maintaining the principal accountant’s independence. In each case (commencing after August 1, 2002),independence of the board of directors pre-approved all such services.
Principle Accounting Fees and Services
Audit Fees
We have incurred fees totalling $57,300 and $43,200 for professional services related to the audit of our financial statements for the most recent two fiscal years.years ended June 30, 2022 and 2021, 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, 2022 and 2021.
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PART IV
(a) The following exhibitsdocuments are filed withas a part of this Form 10-K or10-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, 2022 and 2021; |
| ● | Statements of Operations for the years ended June 30, 2022 and 2021; |
| ● | Statements of Stockholders’ Deficit for the years ended June 30, 2022 and 2021; |
| ● | Statements of Cash Flows for the years ended June 30, 2022 and 2021; 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 following references.required information is provided in the consolidated financial statements or notes described in Item 15(a)(1) above.
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SIGNATURES
Pursuant to the requirements of SectionSections 13 or 15(d) of the Securities and Exchange Act of 1934, as amended, the Registrantregistrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Global WholeHealth Partners Corporation (Registrant) | ||
| October 13, 2022 | By: | /s/ Rene Alvarez |
| Rene Alvarez | ||
| Chief Executive Officer, Treasurer, Secretary and Chairman | ||
| (Principal Executive Officer and Principal Financial Officer) | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Title | Date |
| /s/ Rene Alvarez | Chief Executive Officer, | October 13, 2022 | ||
| Rene Alvarez | Secretary and Chairman | |||
| (Principal Executive Officer and | ||||
| Principal Financial |
| /s/ Edgar B. Gonzalez | Executive Vice President and Director | October 13, 2022 | ||
| Edgar B. Gonzalez |
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Exhibit Index
| * | 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. |
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