UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended MarchDecember 31, 2021

For the transition period from ___________ to ___________

Commission file number 000-56035

GLOBAL WHOLEHEALTH PARTNERS CORPORATION

(Exact name of registrant as specified in its charter)

2227 Avenida Oliva, San Clemente, CA 92673

(Former name, former address and former fiscal year, if changed since last report)

(714)392-9752

(Registrant’s telephone number, including area code)

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 ☐

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). Yesx No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 12b-2 of the Exchange Act). Yes ☐ Nox

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 77,992,23687,984,670 shares of common stock, par value $0.001, were outstanding on May 5, 2021.

GLOBAL WHOLEHEALTH PARTNERS CORPORATION

FORM 10-Q

For the Quarterly Period Ended March 31, 2021

Table of ContentsJanuary 13, 2022.

GLOBAL WHOLEHEALTH PARTNERS CORPORATION

FORM 10-Q

For the Quarterly Period Ended December 31, 2021

Table of Contents

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

GLOBAL WHOLEHEALTH PARTNERS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINESIX MONTHS ENDED MARCHDECEMBER 31, 2021 AND 2020

NOTE 1 –Organization, Basis of Presentation– Organization and Going Concern

Organization

Global WholeHealth Partners Corporation was incorporated on March 7, 2013 in 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 sells and developdevelops 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.

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements of Global WholeHealth Partners Corporation and Subsidiary (the “Company”) as of March 31, 2021, and for the three and nine months ended March 31, 2021 and 2020, include the accounts of the Company and its wholly-owned and controlled subsidiary, Global WholeHealth Partners Corp, a private Wyoming corporation, and have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”), for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted.

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting periods. Actual results may differ from those estimates. The interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2020. In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments (including normal recurring adjustments) necessary for the fair presentation of the Company’s financial position as of March 31, 2021, results of operations for the three and nine months ended March 31, 2021 and 2020, and stockholders’ equity and cash flows for the three and nine months ended March 31, 2021 and 2020. The Company did not record an income tax provision during the periods presented due to net taxable losses. The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year.

Risks and Uncertainties

In December 2019, an outbreak of the COVID-19 virus was reported in Wuhan, China. On March 11, 2020, the World Health Organization declared the COVID-19 virus a global pandemic and on March 13, 2020, President Donald J. Trump declared the virus a national emergency in the United States. This highly contagious disease has spread to most of the countries in the world and throughout the United States, creating a serious impact on customers, workforces and suppliers, disrupting economies and financial markets, and potentially leading to a world-wide economic downturn. It has caused a disruption of the normal operations of many businesses, including the temporary closure or scale-back of business operations and/or the imposition of either quarantine or remote work or meeting requirements for employees, either by government order or on a voluntary basis. The pandemic may adversely affect our operations, our employees and our employee productivity. It may also impact the ability of our subcontractors, partners, and suppliers to operate and fulfill their contractual obligations, and result in an increase in costs, delays or disruptions in performance. Our employees are working remotely and using various technologies to perform their functions. In reaction to the spread of COVID-19 in the United States, many businesses have instituted social distancing policies, including the closure of offices and worksites and deferring planned business activity. The disruption and volatility in the global and domestic capital markets may increase the cost of capital and limit our ability to access capital. Both the health and economic aspects of the COVID-19 virus are highly fluid and the future course of each is uncertain. For these reasons and other reasons that may come to light if the coronavirus pandemic and associated protective or preventative measures expand, we may experience a material adverse effect on our business operations, revenues and financial condition; however, its ultimate impact is highly uncertain and subject to change.

Going Concern

The Company’s consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs to allow it to continue as a going concern.

As shown in the accompanying financial statements, the Company incurred negative operating cash flows of $496,861$1,827,644 for the ninesix months ended MarchDecember 31, 2021 and has an accumulated deficit of $13,143,043$17,833,783 from inception through MarchDecember 31, 2021. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable.

In view of these conditions, the ability of the Company to continue as a going concern is in doubt and dependent upon achieving a profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. Historically, the Company has relied upon internally generated funds, and funds from the sale of stock, issuance of promissory notes and loans from its shareholders and private investors to finance its operations and growth. Management is planning to raise necessary additional funds for working capital through loans and/or additional sales of its common stock. However, there is no assurance that the Company will be successful in raising additional capital or that such additional funds will be available on acceptable terms, if at all. Should the Company be unable to raise this amount of capital its operating plans will be limited to the amount of capital that it can access. These consolidated financial statements do not give effect to any adjustments which will be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying consolidated financial statements.

NOTE 2 – Significant Accounting PoliciesInterim Statement Presentation

New Basis of Presentation

The accompanying unaudited interim consolidated financial statements of Global Wholehealth Partners Corporation and its controlled subsidiary, Global WholeHealth Partners Corp, a private Wyoming corporation (collectively, the “Company”), as of December 31, 2021, and for the three and six months ended December 31, 2021 and 2020 have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and do not include all of the information and note disclosures required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. These Consolidated Financial Statements should therefore be read in conjunction with the Consolidated Financial Statements and Notes thereto for the fiscal year ended June 30, 2021 included in our Annual Report on Form 10-K filed with the SEC on September 27, 2021.

The accompanying unaudited interim Consolidated Financial Statements have been prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect amounts reported in the Consolidated Financial Statements and accompanying disclosures. Actual results may differ from those estimates. The accompanying unaudited interim consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments (including normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the Company’s consolidated financial position as of December 31, 2021, results of operations, stockholders’ equity and cash flows for the three and six months ended December 31, 2021 and 2020. The Company did not record an income tax provision during the periods presented due to net taxable losses. The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year.

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the accounting period. The Company considers its accounting policies relating to convertible debt to be the most significant accounting policy that involves management estimates and judgments. The Company has made accounting estimates based on the facts and circumstances available as of the reporting date. Actual amounts could differ from these estimates, and such differences could be material.

Information regarding the Company’s significant accounting policies is contained in Note 2, “Summary of significant accounting policies,” to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended June 30, 2021. Presented below and in the following notes is supplemental information that should be read in conjunction with “Notes to Financial Statements” in the Annual Report.

Accounting Pronouncements Not Yet Adopted

We evaluate all Accounting Standards Updates (ASUs) issued by the Financial Accounting Standards Board (FASB) for consideration of their applicability. ASUs not included in our disclosures were assessed and determined to be either not applicable or are not expected to have a material impact on our Consolidated Financial Statements.

New Accounting Pronouncements Not Yet Adopted

None.

Accounting Pronouncements Recently Adopted

None.In August 2020, the FASB 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. 

Principles of Consolidation

Global WholeHealth Partners Corp, a private Wyoming corporation was incorporated on April 9, 2019 to receive private investor fundsIn January 2020, the FASB issued ASU 2020-01 - Investments - Equity securities (Topic 321), Investments - Equity method and aggregatejoint 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 in vitro diagnostic assets.

These consolidated financial statements presented are those of Global WholeHealth Partners Corporation and its wholly owned subsidiary, Global Private. All significant intercompany balances and transactions have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affectequity securities upon the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dateapplication or discontinuation of the financial statementsequity method of accounting and clarify the reported amounts of revenuesscope considerations for forward contracts and expenses during the reporting period. Actual results could differ frompurchased options on certain securities. The amendments are effective for public entities in fiscal years beginning after December 15, 2020, including interim periods within those estimates. The estimates made by management primarily relate to accounts receivable, inventories, deferred income tax valuation allowances, and identifiable intangible assets.

Inventory

Inventoryfiscal years. Early adoption is comprised of finished goods and stated at the 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 three and nine months ended March 31, 2021, the Company recognized a $51,615 and $51,615 adjustment to reduce the value of inventory due primarily to the reduction in selling prices of COVID-19 test inventory.

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:

Intangible assets

Other definite-lived intangible assets are amortized over their useful lives.permitted. 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 contractadopted ASU 2020-01 beginning 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 eitherour fiscal year starting on July 1, 2021 with no impact 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.Financial Statements.

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 total of three sales totaling $2,460 during the three months ended march 31, 2021 with each customer representing greater than 10% of sales. The Company had one customer that represented 56.9% of revenue for the nine months ended March 31, 2021. No other customers accounted for more than 10% of sales during the nine months ended March 31, 2021.

Net Income (Loss) Per Share

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

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

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 statements have not yet been issued. The transition requirements are dependent upon each amendment within this update and will be applied either prospectively or retrospectively. The Company adopted ASU 2019-12 effective July 1, 2021 with no impact on its Financial Statements.

NOTE 3 – Equipment- Net Income (Loss) Per Share

Equipment consistsThe computation of basic earnings per share (“EPS”) is based on the weighted average number of shares that were outstanding during the period, including shares of common stock that are issuable at the end of the following:reporting period. The computation of diluted EPS is based on the number of basic weighted-average shares outstanding plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. The computation of diluted net income per share does not assume conversion, exercise or contingent issuance of securities that would have an antidilutive effect on earnings per share. Therefore, when calculating EPS if the Company experienced a loss, there is no inclusion of dilutive securities as their inclusion in the EPS calculation is antidilutive. Furthermore, options and warrants will have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options or warrants (they are in the money).

DuringFollowing is the nine months ended March 31, 2021, the Company purchased $3,505computation of computer equipment. Duringbasic and diluted net loss per share for the three and ninesix months ended MarchDecember 31, 2021 the Company recognized depreciation expense of $291 and $776, respectively.2020:

NOTE 43 – Stockholder’s Equity

Preferred Stock

The Company has Preferred stock: $0.001$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 72,992,23687,984,670 and 78,713,899 shares were issued and outstanding as of MarchDecember 31, 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,October 11, 2021 and 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)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 December 31, 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 2,082,287 Purchase Shares to EMC2 Capital is dependent onat prices ranging from $0.12 - $0.20 and received total proceeds of $325,000. During the six months ended December 31, 2021, the Company satisfying certain conditions, including notice of effectiveness of the shelf registration statement registering the Purchase Shares, issuance of the Commitment Shares and Commitment Warrant. Fom S-1 registering 11,993,271 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 $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 sellingsold 5,520,771 Purchase Shares to EMC2 Capital have been removed. As a result,at prices ranging from $0.12 - $0.34 and received total proceeds of $1,400,000.

During the three months ended December 31, 2021, the Company determinedissued 2,750,000 shares in exchange for services valued at $690,350. During the relative fair valuesix months ended December 31, 2021, the Company issued 3,500,000 shares in exchange for services valued at $1,045,100

Warrants

Each of the Commitment WarrantsCompany’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 Commitment Shares to be $737,569exercisable as of December 31, 2021 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.June 30, 2021 is as follows:

On July 9, 2020, the Company and Dr. Scott Ford, Director, entered into a subscription agreement for the purchase 45,000 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 54 –Transactions with Related Party TransactionsPersons

On March 30,July 10, 2021, the Company and LionsGate Funding Management LLC (“LGFM”) entered into a five-year LicenseMedia and Marketing Services Agreement with Charles Strongo(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. Pursuant to the MMSA, during the six months ended December 31, 2021, the Company paid LGFM $100,000 and issued 5,000,000300,000 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 Funding Group LLC (“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. During the three and six months ended December 31, 2021, LionsGate made payments on behalf of the company totaling $950 leaving a receivable balance of $20,265.

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 December 31, 2021, the Company is renting space atincurred R&D costs of $862,092 and paid Pan Probe $400,000 for R&D work. During the three months ended December 31, 2020, the Company incurred R&D costs of $55,000 and paid Pan Probe $55,000 for R&D work. During the six months ended December 31, 2021, the Company incurred R&D costs of $1,369,097 and paid Pan Probe $1,000,000 for R&D work. During the six months ended December 31, 2020, the Company incurred R&D costs of $190,000 and paid Pan Probe $190,000 for R&D work. As of December 31, 2021 and June 30, 2021 the balance due to Pan Probe was $597,577 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$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 ninesix months ended MarchDecember 31, 2021,2020, the Company paid a total of $0recognized $2,551 and $190,000 to Pan Probe and recognized $0 and $10,204$10,204 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 “Note Amendment”). Pursuant to the Note and Note Amendment, the terms provided for total funding of up to $585,000,$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$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$29,951 which was the balance of advances and accrued interest owedowing under the Note as of January 27, 2021. The Promissory Note maturesmatured on December 31, 2021. During the three and nine months ended MarchDecember 31, 2021 and 2020, LionsGate provided advances undertotaling $950 and $14,012, respectively. During the Note, as amendedsix months ended December 31, 2021 and the Loan Agreement2020, LionsGate provided advances totaling $66,776$950 and $106,698,$38,422, respectively. Also, during

During the three and ninesix months ended MarchDecember 31, 2020, the Company repaid LionsGate $27,500 and $137,500, respectively. During the three and six months ended December 31, 2021, the Company repaid LionsGate $0$0 and $137,500,$24,000, respectively. During the six months ended December 31, 2021, under the Promissory Note, the Company mistakedly made an overpayment to LionsGate in the amount of $21,215 to which the Company applied $950 of advances leaving a receivable balance due from Lionsgate of $20,265 as of December 31, 2021.

During the three and six months ended December 31, 2020, the Company recognized $217 and $628, respectively, of interest expense related to the Note.

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, 2021, the Company recognized $584 and $1,212, respectively, 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.

NOTE 65 – Convertible Promissory Notes

On April 18, 2020, the Company issued five separate unsecured convertible promissory notes in exchange for $95,000$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$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$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$10,000 and $500 in$500 of interest payable.

Related to In November of 2021, the Company repaid, in-full, one of the Convertible Notes duringwith principal a balance totaling $50,000 and $6,425 of interest payable. During the three and nine months ended MarchDecember 31, 2021 and 2020, the Company recognized $1,677$1,243 and $5,448,$1,855, respectively, of interest expense; and $0 and $3,922, respectively, of accretion. During the six months ended December 31, 2021 and $42,224,2020, the Company recognized $2,957 and $3,771, respectively, of interest expense; and $0 and $25,149, respectively, of accretion. As of MarchDecember 31, 2021, the Convertible Notes principal balance is $85,000$35,000 and accrued interest balance is $6,489.$4,716

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 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 $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.

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 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.

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.

During the three and six months ended December 21, 2021, the Company recognized interest expense related to the stated interest described in Firstfire Note No. 1 and Firstfire Note No. 2 (collectively, the “Firstfire Notes”) of $0 and $79,200, respectively. During the three and six months ended December 21, 2021, the Company recognized interest expense related to the 25% default penalty and 1% liquidated damages of $191,400. In addition, the Company recognized the accretion of the debt discount on the Firstfire Notes during the three and six months ended December 31, 2021 of $545,781 and $660,000, respectively.

As of December 31, 2021, the Firstfire Note No. 1 and No. 2 are convertible into 18,991,836 shares of common stock.

Geneva Promissory Note dated April 26, 2021

On April 26, 2021, the Company and Geneva Roth Remark Holdings, Inc. ("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 six months ended December 31, 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$63,000, $55,000 and $53,000,$53,000, respectively (the "Geneva CPNs"). Pursuant to the terms of the Geneva CPNs, the Company received net proceeds of $60,000, $52,000$60,000, $52,000 and $50,000$50,000 (the proceeds from each note were funded net of $3,000$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$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$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$77,061 and included $55,000$55,000 of principal, $3,256$3,256 of interest related to the coupon and $18,805$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 issued agreed 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$53,000 of Principal and $2,650$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.

Related to theThe Geneva CPNs duringwere repaid in full in fiscal 2021. During the three and ninesix months ended MarchDecember 31 2020, the Company recognized $4,604 and $7,173 of interest expense, and $59,326 and $79,149, respectively, of accretion related to the debt discount.

NOTE 6 - Leases

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 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.

As of December 31, 2021, the Company recognized $20,723has not entered into any leases other than the lease described above which have not yet commenced and $52,754, respectively,would entitle the Company to significant rights or create additional obligations.

The components of interest expense;lease expenses are as follows:

Supplemental balance sheet information related to the Lease is as follows:

The Company’s future lease payments, which are presented as current maturities of operating leases and $53,682 and $132,831, respectively,non-current operating lease liabilities on the Company’s balance sheets as of accretion. As of MarchDecember 31, 2021 are as follows:

NOTE 7 – 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” for additional information.

COVID-19 Pandemic and the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act

On January 30, 2020, the World Health Organization (“WHO”) announced a balanceglobal health emergency because of $77,061a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally.

The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. As such, it is recordeduncertain as to current liabilities.the full magnitude that the pandemic may have on the Company’s financial condition, liquidity, and future results of operations. Management is actively monitoring the impact of the global situation on its financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity for fiscal year 2022.

The pandemic may adversely affect our operations, our employees and our employee productivity. It may also impact the ability of our subcontractors, partners, and suppliers to operate and fulfill their contractual obligations, and result in an increase in costs, delays or disruptions in performance. Our employees are working remotely and using various technologies to perform their functions. In reaction to the spread of COVID-19 in the United States, many businesses have instituted social distancing policies, including the closure of offices and worksites and deferring planned business activity. The disruption and volatility in the global and domestic capital markets may increase the cost of capital and limit our ability to access capital. Both the health and economic aspects of the COVID-19 virus are highly fluid and the future course of each is uncertain. For these reasons and other reasons that may come to light if the coronavirus pandemic and associated protective or preventative measures expand, we may experience a material adverse effect on our business operations, revenues and financial condition; however, its ultimate impact is highly uncertain and subject to change.

On March 27, 2020, then President Trump signed into law the CARES Act. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions, and technical corrections to tax depreciation methods for qualified improvement property. The CARES Act also appropriated funds for the SBA Paycheck Protection Program loans that are forgivable in certain situations to promote continued employment, as well as Economic Injury Disaster Loans to provide liquidity to small businesses harmed by COVID-19.

NOTE 78 – Subsequent Events

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

On April 12, 2021,January 13, 2022, the Company and Nunzia Pharmaceutical, Inc. entered intoBoard of Directors declared a Mutual Sales and Marketing Agreement (the “MSMA”). Pursuant to the termsdividend of two shares of common stock for each one share of common stock of the MSMA, each company has mutual abilities to share their products for sale under nonexclusive but favorable conditionsCompany. The record date will be March 31, 2022 and prices. The duration of the agreement is for an initial period of five years commencing onpayable date will be 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 stock to the Company as consideration for the MSMA.1, 2022.

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 "SPAI"). 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.

The Company believes, according to publicly available sources, that the IVD industry is a multi-billion dollar industry that is increasing each year. This assessment includes all laboratory hospital-based products, OTC devices, and rapid tests performed at the point-of-care. The Company believes that the following factors can be attributed to the increase in overall need and use of IVD test kits: an aging baby-boomer population; increasing healthcare costs; the ever-growing number of uninsured and under-insured in the U.S. and abroad; and a general increase in consumer awareness, in part due to the wealth of information available on the Internet.

The concepts that distinguish POC technology—operation simple enough for non-laboratory users; little or no maintenance requirement; and rapid, reliable results—mean that it can be applied equally well in many non-clinical settings, such as the OTC market. As advances in medical technology increasingly make it possible to diagnose diseases and physiological conditions from ever-smaller amounts of body fluids, certain diseases and conditions that once required diagnosis by physicians and/or medical technicians inside hospital emergency rooms, exam rooms/bedside studies, or private clinics, can now also be done by inexpensive, easy-to-use diagnostic devices that consumers can use in the comfort and anonymity of their home. Today, the average pharmacy, whether a privately owned neighborhood store, or chain owned, has become an outlet for selling IVD test kits for in-home use.

All of the products we sell are manufactured in 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.

The

We 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 to developMOU, the parties thereto have developed a Rapid Diagnostic Test (“RDT”) and Real Time Polymerase Chain Reaction Test (“RT-PCR”). Duringrapid Covid-19 antigen test. The work under the quarter ended March 31, 2020, the Company completed the testing necessary to develop both the RDT and RT-PCR tests. RDT test results are available in 10 minutes with an overall accuracy rate of 98%. The RT-PCR test looks for the E-Gene and RdRq-Gene markers and has proven to be 97% accurate. The test is able to be processed in any PCR machine and each test kit includes the required reagents.

On March 15, 2020, the 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 outbreakMOU has resulted in government authoritiesthe filing of clinical studies with the NIH and we are hoping to receive an FDA EUA approval in fiscal Q3. In addition, the Company has developed a saliva based rapid COVID-19 test not subject to the MOU which the company plans to file with the NIH seeking an FDA EUA which the Company hopes to receive in fiscal Q4.

The Company’s consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and 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 bansDecember 31, 2021, we had negative working capital of $1,624,848, a cash balance of $61,693 and restrictions, social distancing, quarantines, shelterinventory balance of $93,681. 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 ninesix months ended MarchDecember 31, 2021 compared with the three and ninesix months ended MarchDecember 31, 2020

Operating Expenses

Professional Fees

Professional fees relate to expenditures incurred primarily for legal and accounting services. During the threesix months ended MarchDecember 31, 2021 compared to the threesix months ended MarchDecember 31, 2020 professional fees increased $5,400 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 $14,000 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 ninesix months ended MarchDecember 31, 2021 compared to the three and ninesix months ended MarchDecember 31, 2020, R&D costs decreased $413,750 and $209,740, respectively. During 2021 we incurred costs relatedincreased due to the COVID-19 comparative RDT studies which were greater thandevelopment of a COVID antigen test. The timing of the current yeardevelopment costs is not expected to improve our COVID-19 Antigen Rapid Test.be consistent from period to period.

Selling, General and Administrative

Selling, general and administrative (“SG&A”) costs include all expenditures related to personnel, rent, travel, and entertainment, public company compliance costs, insuranceutilities, marketing and other office related costs. SG&A costs increased by $20,351$387,567 to $22,980$408,964 during the three months ended MarchDecember 31, 2021 compared to $2,629$21,397 during the three months ended MarchDecember 31, 2020. The increase is primarily due to an increase of $11,000$313,000 in rent expensepersonnel costs, $42,000 in marketing costs and $9,000$33,000 increase in costs related to our transfer agent and investor communications.other administrative costs. SG&A costs increased by $41,016$608,601 to $77,641$663,262 during the ninesix months ended MarchDecember 31, 2021 compared to $36,625$54,661 during the ninesix months ended MarchDecember 31, 2020. The increase is primarily due to an increase of $36,000$398,000 in rent expense, $10,000personnel costs, $181,000 in marketing costs related to our transfer agent and investor communications, offset by a $7,500 decrease$30,000 increase 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 tois based on our stock price at the issuancemeasurement date and fluctuates as our stock price changes. During the three months ended December 31, 2021, the Company issued 2,750,000 shares of 1.2 million shares to our directors and 1.75 million shares to a related party. All shares were issued free of obligation and arecommon stock valued at $690,350. During the close pricesix months ended December 31, 2021, the Company issued 3,500,000 shares of our common stock onvalued at $1,045,100 with $64,500 to be recognized over the dateremaining two quarters of grant.fiscal 2022 at $32,250 per quarter.

Other Income and (Expense)

“Other expense includes “interest expense” includes interest expense recognized on our debt obligations, “amortization of the debt discount” related to that debt and “other interest expense”which relates to the relative valuestated interest and penalties upon default of warrants issued in conjunction with common stockour outstanding promissory notes, and “amortization of debt discount” which represents the accretion of the discount applied to our notes as an inducement to enter into a stock purchase agreement with EMC2 Capital.

The loss on related party transferresult of intangible assets represents valuethe issuance 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 63/054,139detachable warrants 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 duringbeneficial conversion feature contained certain notes. During the three months ended MarchDecember 31, 2021, interest expense totaled $192,643 and included $191,400 of liquidated damages and penalties due to our default on January 12,the Firstfire Notes. During the six months ended December 31, 2021, interest expense totaled $279,007 and March 30, 2021. In exchange for entering intoincluded the License Agreements,$191,400 described above and $79,200 of interest expense related to the Company issued a total of 8 million shares of restricted common stock with a market value of $4,480,000. Due to this being a related party transfer with no available historical cost records, the full value of the stock issued was recorded as a loss.Firstfire Notes.

Liquidity and Capital Resources

As of MarchDecember 31, 2021, our cash and accounts receivable totaled $1,480,$61,693, compared to current liabilities of $272,519.$1,936,602. From inception to MarchDecember 31, 2021, we have incurred an accumulated deficit of $13,143,043.$17,833,783. This loss has been incurred through a combination of professional fees, R&D, SG&A and non-cash stock related costs of $12,474,169 to support our plans to develop our business. During the ninethree and six months ended MarchDecember 31, 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.$1,827,644. 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 $325,000 and $1,400,000 during the necessary financing to remain a going concern over the next twelve months. To date we have not sold any shares pursuant to the EMC2 SPAthree and six months ended December 31, 2021, respectively.. 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: