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 a totalone customer that represented 100% of three sales totaling $2,460 duringrevenue for the three months ended march 31, 2021 with each customer representing greater than 10% of sales.September 30, 2021. The Company had one customerfive customers that represented 56.9%91.1% of revenue (20.8%, 20.2%, 19.0%, 17.3% and 13.8%) for the ninethree months ended March 31, 2021. No other customers accounted for more than 10% of sales during the nine months ended March 31, 2021.September 30, 2020.

Leases

The Company recognizes leases with a term of greater than a year on the balance sheet by recording right-of-use assets and lease liabilities. Leases can be classified as either operating leases or finance leases. Operating leases will result in straight-line lease expense, while finance leases will result in front-loaded expense. The Company’s lease consists of an operating lease for office space. The Company does not recognize a lease liability or right-of-use asset on the balance sheet for short-term leases. Instead, the Company recognizes short-term lease payments as an expense on a straight-line basis over the lease term. A short-term lease is defined as a lease that, at the commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise.

Derivatives

All derivatives are recorded at fair value on the balance sheet. The Company has determined fair values using market-based pricing models incorporating readily available prices and or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity) that requires judgment and estimates.

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.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with Accounting Standards Codification (“ASC”) 718, Stock Based Compensation.  ASC 718 requires all stock-based payments to directors, employees and consultants, including grants of stock options, to be recognized in the consolidated statements of operations based on their fair values. If a stock-based award contains performance-based conditions, at the point that it becomes probable that the performance conditions will be met, the Company records a cumulative catch-up of the expense 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 probable based on the expected satisfaction of the performance conditions as of the reporting date.

Net Income (Loss) Per Share

Basic net loss per common share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted net loss per common share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common share equivalents outstanding for the period determined using the treasury-stock method. Dilutive common stock equivalents are comprised of convertible notes.notes and warrants to purchase common stock. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position.

The potentially dilutive securities that would be anti-dilutive due to the Company’s net loss are not included in the calculation of diluted net loss per share attributable to common stockholders. The anti-dilutive securities are as follows (in common stock equivalent shares):

NOTE 3 – Equipment

Equipment consists of the following:

During the ninethree months ended March 31,September 30, 2021 the Company purchased $3,505 of computer equipment. During the three and nine months ended March 31, 2021,2020, the Company recognized depreciation expense of $291 and $776, respectively.$194.

NOTE 4 – Stockholder’s Equity

Preferred Stock

The Company has Preferred stock: $0.001 par value; 10,000,000 shares authorized with no shares issued and outstanding.

Common Stock

The Company has 400,000,000 shares of Common Stock authorized of which 72,992,23683,152,383 and 78,713,899 shares were issued and outstanding as of March 31,September 30, 2021 and 59,966,358 as of June 30, 2020.2021, respectively.

On March 30,April 20, 2021, the  Company and Empire Associates, Inc. entered into a LicenseStock Purchase 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 $0.62 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,whereby the Company agreed to issue and on February 25, issued 1,750,000 shares250,000 to LionsGate. The Company recorded compensation expense of $1,680,000.

On January 12, 2021, the Company entered into a License Agreement (the “Patent License Agreement”) with Charles Strongo. Under the termsEmpire Associates, Inc. in full satisfaction of the Patent License Agreement, the Company has the exclusive license$77,060 paid 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 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 useGeneva by Empire Associates on behalf of the patent.Company. The duration of the Patent License Agreement is for an initial period of five years. The Patent License Agreement was valued at $0.46 per share or $1,380,000. 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.”

On January 5, 2021, the Board appointed a new member, Dr. Miriam Lisbeth Paez De La Cerda and issued 200,000 shares of restricted common stock to each of the six Directors for a total issuance of 1,200,000 shares valued at $0.72 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 $0.36 per share and received $90,000. These shares were issued on February 5,September 2, 2021, and are included in the earnings per share calculation of EPS on an as-if-issuedas-if issued basis.

On September 24, 2020,July 10, 2021, the Company and Dr. Scott Ford, Director,LionsGate Funding Management LLC (“LGFM”) entered into a subscription agreementMedia 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 purchase 219,298Company will pay LGFM $100,000 and issue 300,000 shares of restricted common stock valued at a price of $1.14 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$129,000. The shares were issued on February 5,unissued as of September 30, 2021, andbut are included in the earnings per share calculation of EPS on an as-if-issuedas-if issued basis.

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 intoDuring the EMC2 SPA,three months ended September 30, 2021, the Company agreed to issue 1,415,094 shares of common stock (the "Commitment Shares") and a warrant to purchase up to two million (2,000,000) shares of common stock (the “Commitment Warrant”). The Commitment Warrant vests 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. If the bid price drops below $0.59 per share, the exercise price would be adjusted to par value, or $0.001 per share. Additionally, the Company agreed to file a Registration Rights Agreement as an inducement to EMC2 Capital to execute and deliver the Common Stock Purchase Agreement, whereby the Company agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, and applicable state securities laws, with respect to the shares of common stock issuable for EMC2 Capital’s investment pursuant to the Common Stock Purchase Agreement. The right of the Company to sellsold 3,438,484 Purchase Shares to EMC2 Capital is dependent onat prices ranging from $0.22 - $0.34 and received total proceeds of $1,075,001.

During the three months ended September 30, 2021, the Company satisfying certain conditions, including notice of effectivenessissued 750,000 shares in exchange for services valued at $354,750.

Warrants

Each of the shelf registration statement registeringCompany’s warrants outstanding entitles the Purchase Shares, issuanceholder to purchase one share of the Commitment Shares and Commitment Warrant. Fom S-1 registering 11,993,271 shares ofCompany’s common stock related tofor each warrant share held. A summary of the EMC2 SPA was filed on January 28,Company’s warrants outstanding and exercisable as of September 30, 2021 and declared effective on March 3,June 30, 2021 (the “Measurement Date”).is as follows:

The value of the Commitment Shares on the Measurement Date was $0.89 per share or $1,259,000. 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 $0.89 per share; (2) exercise price of $0.001 per share; (3) discount rate 0.73% (4) expected life of 4.33 years, (5) expected volatility of 227%, and (6) zero expected dividends.

As a result of the Securities and Exchange Commission (“SEC”) declaring our Registration on Form S-1 effective, the pre conditions necessary for the Company to begin selling Purchase Shares to EMC2 Capital have been removed. As a result, the Company determined the relative fair value of the Commitment Warrants and Commitment Shares to be $737,569 and $521,865, respectively and recorded a deferred financing asset of $521,865 and interest expense of $737,569. Subsequent cash receipts from the sale of Purchase Shares will first be allocated to the deferred financing cost asset.NOTE 5 –Transactions with Related Persons

On July 9, 2020,10, 2021, the Company and Dr. Scott Ford, Director,LionsGate Funding Management LLC (“LGFM”) entered into a subscription agreementMedia 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 purchase 45,000Company will pay LGFM $100,000 and issue 300,000 shares of restricted common stock at a price of $2.00 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, and are included in the earnings per share calculation on an as-if-issued basis.

NOTE 5 – Related Party Transactions

On March 30, 2021, the Company entered into a five-year License Agreement with Charles Strongo and issued 5,000,000 shares of restricted common stock. For additional information, see “NOTE 4 – Stockholder’s Equity.”

On February 21, the Company agreed to issue and on February 25, issued 1,750,000 shares to LionsGate. The Company recorded compensation expense of $1,680,000.

On January 12, 2021, the Company entered into a five-year License Agreement with Charles Strongo and issued 3,000,000 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 200,000 shares of restricted common stock to each of the six Directors for a total issuance of 1,200,000 shares valued at $0.72 per share.

On July 9, 2020 and September 24, 2020,1, 2021, the Company and Dr. Scott Ford entered into a subscription agreement forpaid LionsGate $24,000 or $21,215 in excess of the purchase of restricted common stock resulting in the payment of $340,000balance owing to LionsGate which the Company see “Note 4 – Stockholders’ Equity” above for additional information.recorded as a receivable.

Beginning in January 2020, the Company utilizes the R&D capabilities of Pan Probe Biotech to perform studies in validationand perform work towards development of the Company’s COVID-19 tests. Additionally,Dr. Shujie Cui is the Company’s Chief Science Officer and 100% owner of Pan Probe. During the three months ended September 30, 2021, the Company is renting space atincurred R&D costs of $507,005 and paid Pan Probe $600,000 for R&D work. During the three months ended September 30, 2020, the Company incurred R&D costs of $135,000 and paid Pan Probe $135,000 for R&D work. As of September 30, 2021 and June 30, 2021 the balance due to Pan Probe was $135,485 and $228,480, respectively.

The Company paid rent to Pan Probe on a temporary basis, from April 21, 2020 through October 21, 2020, at a rate of $2,551 per month andor $15,306 which was prepaid in full in April 2020. Dr. Shujie Cui is the Company’s Chief Science Officer and 100% owner of Pan Probe. During the three and nine months ended March 31, 2021,September 30, 2020, the Company paid a total of $0 and $190,000 to Pan Probe and recognized $0 and $10,204$7,653 of rent expense.expense related to this arrangement.

Related Party Note

From time-to-time the Company receives shareholder advances from LionsGate Funding Group LLC (“LionsGate”) to cover operating costs. On March 29, 2020, the Company issued a Promissory Note (the “Note”), and on June 30, 2020, amended the Note (the “NoteAmendment”). Pursuant to the Note and Note Amendment, the terms provided for total funding of up to $585,000, interest at the rate of 5% per annum with the principal and interest due in-full on June 30, 2021. On January 27, 2021, the Company and LionsGate entered into a Loan Agreement (the “Loan Agreement”) and Promissory note (the “Promissory Note”) pursuant to which the Company may borrow up to $250,000 at an annual interest rate of 5% and default interest rate of 15%. The Loan Agreement supersedes the Note and Note Amendment and included a beginning balance of $29,951 which was the balance of advances and accrued interest owedowing under the Note as of January 27, 2021. The Promissory Note matures on December 31, 2021. During the three and nine months ended March 31, 2021, LionsGate provided advancesSeptember 30, 2020, under the Note as amended, LionsGate provided advances totaling $24,410 and the Loan Agreement totaling $66,776 and $106,698, respectively. Also, duringCompany made principal payments to LionsGate of $110,000. During the three and nine months ended March 31,September 30, 2021, under the Promissory Note, LionsGate provided no advances and the Company repaidmade principal payments to LionsGate $0 and $137,500, respectively.of $2,785. In addition, the Company mistakedly made an overpayment to LionsGate in the amount of $21,215 which the Company has requested be refunded.

LionsGate provided non interest bearing advances during the three and nine months ended March 31, 2020 of $455,950 and $506,625, respectively.

During the three and nine months ended March 31,September 30, 2021 and 2020, the Company recognized $584$0 and $1,212, respectively,$411 of interest expense related to the Note and Loan Agreement. As of March 31, 2021, the Note principal balance is $92,177 and accrued interest balance is $514.as amended.

NOTE 6 – Convertible Promissory Notes

On April 18, 2020, the Company issued five separate unsecured convertible promissory notes in exchange for $95,000 (the "Convertible Notes"). Each Convertible Note contains the same terms and conditions. The Convertible Notes bear interest of 8%, matured in six months on October 17, 2020 and are convertible at any time into shares of restricted common stock at a conversion price of $9.00 per share. The 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 accreted 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.

Related to the Convertible Notes, during During the three and nine months ended March 31,September 30, 2021 and 2020, the Company recognized $1,677$1,714 and $5,448,$1,916, respectively, of interest expense; and $3,922$0 and $42,224,$21,227, respectively, of accretion. As of March 31,September 30, 2021, the Convertible Notes principal balance is $85,000 and accrued interest balance is $6,489.$9,898

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.

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 will result in a $2,500 in liquidated damages. Failure to have the registration declared effective before 120 days will result in a $2,500 in liquidated damages.

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 $0.50 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 $0.36 per share and was calculated using the Black-Scholes option pricing model with the following assumptions: (1) Stock price of $0.41 per share; (2) exercise price of $0.50 per share; (3) discount rate 0.47% (4) expected life of 3 years, (5) expected volatility of 194.5%, and (6) zero expected dividends. This resulted in allocating $48,849 to the Firstfire Warrant No. 1 and $226,151 to the Firstfire Note No. 1. Then, we calculated the debt discount attributable to the beneficial conversion feature which amounted to $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 a debt discount of $275,000 which is being accreted over the term of the Firstfire Note No. 1.

As of September 30, 2021, the Firstfire Note No. 1 is convertible into 1,795,918 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 will result in a $3,500 in liquidated damages. Failure to have the registration declared effective before 120 days will result in a $3,500 in liquidated damages.

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 $0.50 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 $0.32 per share and was calculated using the Black-Scholes option pricing model with the following assumptions: (1) Stock price of $0.37 per share; (2) exercise price of $0.50 per share; (3) discount rate 0.41% (4) expected life of 3 years, (5) expected volatility of 184.0%, and (6) zero expected dividends. This resulted in allocating $82,870 to the Firstfire Warrant No. 2 and $302,130 to the Firstfire Note No. 2. Then, we calculated the debt discount attributable to the beneficial conversion feature which amounted to $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 a debt discount of $385,000 which is being accreted over the term of the Firstfire Note No. 2.

As of September 30, 2021, the Firstfire Note No. 2 is convertible into 2,514,286 shares of common stock.

Geneva Promissory Note dated April 26, 2021

On April 26, 2021, the Company and Geneva entered into a Securities Purchase Agreement (the "SPA"). Pursuant to the SPA, The Company sold to Geneva a Promissory Note for the principal amount of $86,625 (the "Geneva Promissory Note ") and issued a warrant to purchase up to 51,975 shares of common stock (the “Geneva Warrant”). Under the Geneva Promissory Note the Company received net proceeds of $75,000 which included deductions for a 10% original issue discount, $3,000 for legal fees and $750 as a due diligence fee. The Geneva Promissory Note matured in one (1) year, requires ten (10) monthly payments of $9,529 beginning June 1, 2021, and is unsecured. On August 9, 2021, the Company repaid, in whole, the balance due under the Geneva Promissory Note, or $57,173.

During the three months ended September 30, 2021, the Company made payments totaling $76,230 including principal of $70,780 and interest of $5,450, and recognized accretion of the debt discount of $$27,460.

Geneva Convertible Promissory Notes dated July 13, 2020, August 3, 2020 and September 8, 2020

On July 13, 2020, and August 3, 2020 and September 8, 2020 (the “Issue Dates”), the Company and Geneva Roth Remark Holdings, Inc. ("Geneva") entered into separate and identical Securities Purchase Agreements (the "Geneva SPAs"). Pursuant to the Geneva SPAs, Geneva and the Company entered into separate and identical Convertible Promissory Notes also dated as of July 13, 2020, 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 maturematured in one year, accrueaccrued interest of 10% and, after 180 days, arewere convertible into shares of common stock any time at a conversion price equal to 58% of the lowest trading price during the twenty tradingtwenty-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 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%. Geneva has agreed to restrict its ability to convert the Geneva CPNs and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock. The Geneva CPNs represent a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company. The Geneva CPNs also provide for penalties and rescission rights if the Company does not deliver shares of our common stock upon conversion within the required timeframes. In the event of default, the note interest rate increases to 22%.

On 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 issuedagreed to issue 250,000 to Empire Associates, Inc. in full satisfaction of the $77,061 paid to Geneva on behalf of the Company.

On March 15, 2021, the Company issued 146,486 shares of common stock to Geneva upon their conversion, in-full, of $53,000 of Principal and $2,650 of unpaid interest owing under the Geneva CPN dated September 8, 2020.

The debt discount attributable to the legal fees paid in originating and fair value of the beneficial conversion feature contained in the Geneva CPNs amounted to $132,831 and is beingwas accreted over the term of the Geneva CPNs. In the event a Geneva CPN iswas paid in advance of its maturity date, the future accretion iswas recorded in the period the related Geneva CPN iswas repaid.

RelatedThe Geneva CPNs were paid in full in fiscal 2021. During the three months ended September 30 2020, the Company recognized $4,495 of interest expense and $41,050 of accretion related to the Geneva CPNs, during the three and nine months ended March 31,debt discount.

NOTE 7 - Leases

On September 14, 2021, the Company recognized $20,723leased 6,900 square feet of office and $52,754, respectively,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 interest expense;$32,621, and $53,682 and $132,831, respectively,monthly base rent is $9,696 subject to an annual increase of accretion. As of March 31, 2021, a balance of $77,061 is recorded to current liabilities.3% each year.

NOTE 78 – Subsequent Events

Management has reviewed material events subsequent of the period ended March 31,September 30, 2021 and prior to the filing of our consolidated financial statements in accordance with FASB ASC 855 “Subsequent Events”.

On April 12,Subsequent to September 30, 2021 and through October 27, 2021, the Company and Nunzia Pharmaceutical, Inc. entered into a Mutual Sales and Marketing Agreement (the “MSMA”). Pursuantsold 875,000 Purchase Shares to the terms of the MSMA, each company has mutual abilities toEMC2 Capital for $0.20 per 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. 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 stockresulting in proceeds to the Company as consideration for the MSMA.of $175,000.

On April 20, 2021, the Company and Empire Associates, Inc. entered into a Stock Purchase Agreement whereby the Company issued 250,000 to Empire Associates, Inc. in full satisfaction of the $77,060 paid to Geneva on behalf of the Company.

On April 26, 2021, the Company and Geneva entered into a Securities Purchase Agreement (the "SPA"). Pursuant to the SPA, The Company sold to Geneva a Promissory Note for the principal amount of $86,625 (the "Geneva Promissory Note ") and issued a warrant to purchase up to 51,975 shares of common stock (the “Geneva Warrant”). Under the Geneva Promissory Note the Company received net proceeds of $75,000 which included deductions for a 10% original issue discount, $3,000 for legal fees and $750 as a due diligence fee. The Geneva Promissory Note matures in one (1) year, requires ten (10) monthly payments of $9,529 beginning June 1, 2021, and is unsecured. Upon an event of default, the Geneva Promissory Note will increase to 150% times the sum of the then outstanding principal, become immediately due, accrue interest at 22% per year, and become convertible into shares of common stock at an exercise price of 75% multiplied by the lowest trading price of our common stock during the five (5) trading day period prior to conversion. Geneva has agreed to restrict its ability to convert the Geneva 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 Geneva Promissory Note represents a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company.

As a condition to the Creditor’s entry into the Geneva Promissory Note, the Company issued Geneva a Stock Purchase Warrant (the “Geneva Warrant”) to purchase up to 51,975 shares of the Company’s common stock, which are exercisable from October 23, 2021 to April 26, 2024, at an exercise price of $0.50.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Report on Form 10-Q contains forward-looking statements which involve assumptions and describe our future plans, strategies, and expectations, and are generally identifiable by use of words such as “may” “will” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project,” or the negative of these words or other variations on these words or comparable terminology. These statements are expressed in good faith and based upon a reasonable basis when made, but there can be no assurance that these expectations will be achieved or accomplished.

Such forward-looking statements include statements regarding, among other things, (a) the potential markets for our products, our potential profitability, and cash flows, (b) our growth strategies, (c) anticipated trends in the in-vitro diagnostics industry, (d) our future financing plans, and (e) our anticipated needs for working capital. This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements. These statements may be found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as in this Form 10-Q generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the matters described in this Form 10-Q generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. In addition to the information expressly required to be included in this filing, we will provide such further material information, if any, as may be necessary to make the required statements, in light of the circumstances under which they are made, not misleading.

Although forward-looking statements in this report reflect the good faith judgment of our management, forward-looking statements are inherently subject to known and unknown risks, business, economic and other risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, other than as may be required by applicable law or regulation. Readers are urged to carefully review and consider the various disclosures made by us in our filings with the Securities and Exchange Commission which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operation and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect our actual results may vary materially from those expected or projected.

Except where the context otherwise requires and for purposes of this Form 10-Q only, “we” “us“ “our“ “Company“ “our Company“ and “Global WholeHealth Partners” refer to Global WholeHealth Partners Corporation, a Nevada corporation.

Our Business

We sell and develop in-vitro diagnostic products, including rapid diagnostic tests, such as the COVID-19 test, 6-minute rapid whole blood Ebola test, 6-minute whole blood Zika test, 8-minute whole blood rapid TB test and over 75 other tests more than 40 which are FDA approved.

The Company was founded to develop manufacture and market in-vitro diagnostic (“IVD”IVD”) tests for over-the-counter (“OTC”OTC” or consumer), or consumer-use and point-of-care (“POC”POC” or professional) which includes hospitals, physicians’ offices and medical clinics, including those within penal systems throughout the US and abroad. The Company currently markets a range of diagnostic test kits for consumer use through OTC sales, and for use by health care professionals, generally located at medical clinics, physician offices and hospitals known POC, in the United States. These test kits are known as in-vitro diagnostic test kits or IVD products.

All of the products we sell are manufactured in a U.S. Food and Drug Administration (“FDA”FDA”) Approved Facility in the USA. An FDA Approved facility is a facility that meets Good Manufacturing Practices (“GMP”GMP”) with the FDA.

TheWe sell products we sellinternationally which are not FDA approved to sell in the US are for export only.

COVID-19 ActivitiesUS. 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.

As a result of the COVID-19 pandemic, the Company became laser focused on developing and selling COVID tests beginning in the second half of fiscal 2020. The Company achieved sales of COVID tests in fiscal 2021 that were sourced from third parties. In responseaddition, over the course of fiscal 2021, the Company continued its efforts to develop an RDT, RT-PCR and antigen test. Due to the novel strainrelatively quick commoditization of coronavirus (“COVID-19”) pandemic, tests, the Company’s strategy of selling third party tests until it could complete a COVID test of its own proved ill-timed and caused a drop in early January 2020,sales in the latter part of fiscal 2021. As a result, the Company set outrefocused its attention 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 and eBay, in addition to the development of a COVID antigen test being developed under a Memorandum of Understanding (“MOU”) dated September 15, 2021 between Global WholeHealth Partners, Avant Gen, Inc. and performPan Probe Biotech. Pursuant to the studies necessary toMOU, the parties thereto will develop a Rapid Diagnostic Test (“RDT”)rapid Covid-19 antigen test currently being developed by AvantGen, Inc. and Real Time Polymerase Chain Reaction Test (“RT-PCR”). DuringNanoComposix and/or develop a dipstick-based rapid Covid-19 test. The Company hopes to gain FDA approval by the quarter ended March 31, 2020, the Company completed the testing necessary to develop both the RDT and RT-PCR tests. RDT test results are available in 10 minutes with an overall accuracy rateend of 98%. The RT-PCR test looks for the E-Gene and RdRq-Gene markers and has proven to be 97% accurate. The test is able to be processed in any PCR machine and each test kit includes the required reagents.our second fiscal quarter.

On March 15, 2020, the Company received an Acknowledgment Letter from the FDA that the Center for Devices and Radiological Health of the FDA has received the Company’s Emergency Use Approval for the Real Time PCR Test. The Company’s submission has been assigned the unique document control number PEUA200084.

On April 6, 2020, the Company received an Acknowledgment Letter from the FDA that the Center for Devices and Radiological Health of the FDA has received the Company’s Rapid Diagnostic IgG/IgM 10-minute Rapid test application. The Rapid Diagnostic IgG/IgM 10-minute Rapid test requires no machine. The Company’s submission has been assigned the unique document control number EUA200181.

On May 22, 2020, the Company received a Letter of Authorization from 1drop Inc. which authorizes the Company to sell 1drop Inc.’s 1copy TM COVID-19 qPCR Multi Kit, which has received Emergency Use Authorization from the FDA.

On August 3, 2020, the Company received a Letter of Authorization from Healgen Scientific Limited which authorizes the Company to sell Healgen Scientific Limited’s SARS-COV-2 IgG/IgM Antibody Whole Blood, Serum and Plasma. As of May 29, 2020, Healgen Scientific Limited has received Emergency Use Authorization for the Healgen COVID-19 IgG/IgM rapid test cassette (WB/S/P) from the FDA.

On September 14, 2020, the Company received an Acknowledgment Letter from the FDA that the Center for Devices and Radiological Health of the FDA has received the Company’s Global Rapid Antigen Test application. The Company’s submission has been assigned the unique document control number PEUA201789.

COVID-19

In late 2019, COVID-19 was reported to have surfaced in Wuhan, China, which has since spread globally.��In March 2020, the World Health Organization declared COVID-19 a global pandemic. The COVID-19 outbreak has resulted in government authoritiesconsolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and aroundliquidation of liabilities in the world implementing numerous measuresnormal course of business. The Company has not yet established an ongoing source of revenues sufficient to trycover its operating costs to reduceallow it to continue as a going concern.

The ability of the spreadCompany to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

As of COVID-19, such as travel bansSeptember 30, 2021, we had negative working capital of $158,301, a cash balance of $303,986 and restrictions, social distancing, quarantines, shelterinventory balance of $29,681. Management recognizes that in place or total lock-down ordersorder for us to meet our capital requirements, and business limitations and shutdowns. While some of these measures were relaxed or rolled back, we continue to monitoroperate, additional financing will be necessary. We expect to raise additional funds through private or public equity investment in order to expand the situationrange and scope of our business operations. We will seek access to private or public equity but there is no assurance that such additional funds will be available for us to finance our operations on acceptable terms, if at all. If we are unable to raise additional capital or generate positive cash flow, it is unlikely that we will be able to continue as various government authorities have begun to pausea going concern. The financial statements do not include any adjustments that might result from the relaxationoutcome of restrictions or re-implement or modify certain restrictive measures.this uncertainty.

Results of Operations

Three and nine months ended March 31,September 30, 2021 compared with the three and nine months ended March 31,September 30, 2020

Operating Expenses

Professional Fees

Professional fees relate to expenditures incurred primarily for legal and accounting services. During the three months ended March 31,September 30, 2021 compared to the three months ended March 31,September 30, 2020 professional fees increased $5,400$23,475 primarily due to increased fees for accounting services. During the nine months ended March 31, 2021 compared to the nine months ended March 31, 2020, professional fees increased $16,725 primarily due to an increase in accounting and auditor related fees.legal services of approximately $13,000 and $10,000, respectively.

Research and Product Development

Research and Product Development (“R&D”) costs represent costs incurred to develop our tests and are incurred pursuant to agreements with other third-party providers and certain internal R&D cost allocations, when applicable.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 the three and nine months ended March 31,September 30, 2021 compared to the three and nine months ended March 31,September 30, 2020, R&D costs decreased $413,750 and $209,740, respectively. During 2021 weincreased $367,995. All R&D costs for the periods presented were incurred towards the development of a COVID antigen test. The timing of the development costs relatedis not expected to the COVID-19 comparative RDT studies which were greater than the current year costsbe consistent from period to improve our COVID-19 Antigen Rapid Test.period.

Selling, General and Administrative

Selling, general and administrative (“SG&A”) costs include all expenditures related to personnel, travel and entertainment, public company compliance costs, insurance and other office related costs. SG&A costs increased by $20,351$221,035 to $22,980$254,298 during the three months ended March 31,September 30, 2021 compared to $2,629$33,263 during the three months ended March 31,September 30, 2020. The increase is due to an increase of $11,000$85,000 in rent expensepersonnel costs, and $9,000$138,172 in marketing costs related to our transfer agent and investor communications. SG&A costs increased by $41,016 to $77,641 during the nine months ended March 31, 2021 compared to $36,625 during the nine months ended March 31, 2020. The increase is due to an increase of $36,000 in rent expense, $10,000 in costs related to our transfer agent and investor communications, offset by a $7,500$2,137 decrease in personnelother administrative costs.

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 expense increased due primarily to the issuance of 1.2 million shares tois based on our directors and 1.75 million shares to a related party. All shares were issued free of obligation and are valuedstock price at the closemeasurement date and fluctuates as our stock price of our common stock on the date of grant.

Other Income and (Expense)

“Other expense” includes interest expense recognized on our debt obligations, “amortization of the debt discount” related to that debt and “other interest expense” relates to the relative value of warrants issued in conjunction with common stock as an inducement to enter into a stock purchase agreement with EMC2 Capital.

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 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 duringchanges. During the three months ended March 31,September 30, 2021, on January 12, 2021 and March 30, 2021. In exchange for entering into the License Agreements, the Company issued a total of 8 million1,050,000 shares of restricted common stock valued at $483,750 with a market value of $4,480,000. Due$96,750 to this being a related party transfer with no available historical cost records,be recognized over the full value of the stock issued was recorded as a loss.remaining three quarters at $32,250 per quarter.

Other Income and (Expense)

Other expense includes “interest expense” which relates to the stated interest 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 and the beneficial conversion feature contained certain notes. 

Liquidity and Capital Resources

As of March 31,September 30, 2021, our cash and accounts receivable totaled $1,480,$303,986, compared to current liabilities of $272,519.$485,227. From inception to March 31,September 30, 2021, we have incurred an accumulated deficit of $13,143,043.$15,215,953. This loss has been incurred through a combination of professional fees, R&D, SG&A and non-cash stock related costs of $11,880,569 to support our plans to develop our business. During the ninethree months ended March 31,September 30, 2021, the Company had revenue of $39,920, gross profit of negative $42,751negligible revenues and incurred a loss fromused cash in operations of $2,960,027.$1,185,351. The Company has incurred losses since inception and may not be able to generate sufficient net revenue from its business in the future to achieve or sustain profitability. 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 we expect will provideprovided us with $950,000 (upon the necessary financing to remain a going concern over the next twelve months. To date we have not sold anysale of 2,870,302 shares pursuant to the EMC2 SPAof common stock) during our first quarter in 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 $224,500 on July 8, 2021 and $313,700 on September 2, 2021.We are currently pursuing additional funds through equity or debt financing or a combination thereof. However, aside from the EMC2 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.

Summary of Cash Flows

Presented below is a table that summarizes the cash provided or used in our activities and the amount of the respective increases or decreases in cash provided by (used in) those activities between the fiscal periods:

Operating Activities

Net cash used in operating activities increased $394,736$890,563 primarily due to increases in R&D, professional fees, personnel and other SG&A costs.

Investing Activities

Net cash used in investing activities increaseddecreased $3,505 due to the purchase of computer equipment.equipment during three months ended September 30, 2020 compared to no investing related cash flows during the three months ended September 30, 2021.

Financing Activities

During the ninethree months ended March 31,September 30, 2021, the Company received $430,000$950,000 upon the sale of 514,2982,870,302 shares of common stock, $162,000and $538,200 from the sale of convertible promissory notes and $105,198 from advances under a related party note. The Company made principaloffset by debt payments totaling $73,000 towards convertible promissory notes and $137,500 towards the related party note due to LionsGate.$73,565.  

Other Contractual Obligations

None.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Recently IssuedCritical Accounting PronouncementsPolicies

See Note 2 toOur discussion and analysis of our financial condition and results of operations are based upon our Financial Statements, for more information regarding recent accounting pronouncements and their impact to our results of operations and financial position.

New Accounting Standards to be Adopted Subsequent to March 31, 2021

None.

Critical Accounting Policies and Significant Judgments’ and Use of Estimates

Wewhich have been prepared our consolidated financial statements in conformityaccordance with accounting principles generally accepted in the United States. OurStates of America. The preparation of these financial statements and related disclosures requires us to make estimates and assumptionsjudgments that affect the reported amounts of assets, liabilities, revenues, and liabilitiesexpenses, and the related disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. These estimates can also affect supplemental disclosures including information about contingencies, risk and financial condition. Critical accounting estimates are defined as those that are reflective of significant judgments and uncertainties and potentially yield materially different results under different assumptions or conditions. Given current facts and circumstances,liabilities. On an ongoing basis, we believe that our estimates and assumptions are reasonable, adhere to GAAP and are consistently applied. 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 on an ongoing basis.about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Our

Due to the level of activity and lack of complex transactions, we believe there are currently no critical accounting policies are more fully described above underand estimates that affect the Notes to Financial Statements “NOTEpreparation of our financial statements.

Recently Issued Accounting Pronouncements

For a discussion of new accounting pronouncements see Note 2 – Summary of- Significant Accounting Policies”.Policies, of the consolidated financial statements appearing under Item 1 in this Quarterly Report on Form 10-Q.

Related Party Transactions

For a discussion of our Related Party Transactions, refer tosee “Note 5 - Transactions With Related Party Transactions”Persons” to our Financial Statements included elsewhereunder Item 1 in this Quarterly Report on Form 10-Q.

Item 4. Controls and Procedures

Disclosure Controls and Procedures