UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM 10-Q

 

FORM 10-Q

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 


(Mark One)

[ X ]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended MarchDecember 31, 20152019

 

OR

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

[   ]    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from _____________to ________________________to ___________

 

Commission file number 333-193599000-56035

 

TEXAS JACK OIL & GASGLOBAL WHOLEHEALTH PARTNERS CORPORATION

(Exact name of small business issuerregistrant as specified in its charter)

 

Nevada

Nevada

46-2316220

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

2227 Avenida Oliva
San Clemente, California92673
(Address of principal executive offices)(Zip Code)

 

A-2-1, Block A, South Gate Commercial Centre(714) 392-9752

Jalan 2, Off Jalan Chan Sow Lin

55200 Kuala Lumpur, West Malaysia

(Address of principal executive offices)

+603-9226 0266

(Issuer’sRegistrant’s telephone number)number, including area code)

N/A

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

 

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 pastpreceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [   ]  o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T



1




232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [   ]  


o

 

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

 

Large accelerated filerAccelerated filer ☐

Larger accelerated filer [   ]   

Accelerated filer [   ]   

Non-accelerated filer [   ]   

Smaller reporting company [X ]   

Emerging growth company

1

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [   ]o No [ X ]  


 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 26,172,00058,116,358 shares of common stock, par value $0.001, were outstanding as of May 17, 2015on February 11, 2020.

 



 

TEXAS JACK OIL & GAS CORPORATION

 

TABLE OF CONTENTS

2

GLOBAL WHOLEHEALTH PARTNERS CORPORATION

FORM 10-Q

For the Quarterly Period Ended December 31, 2019

Table of Contents

 

PART I.FINANCIAL INFORMATION

Item 1.

Financial Statements (Unaudited)
4

PART I.

FINANCIAL INFORMATION

Balance Sheets
4

Item 1.

Financial Statements

Condensed Balance Sheets as of March 31, 2015 (Unaudited) and June 30, 2014

Condensed Statements of Operations for the three and nine months ended March 31, 2015 and 2014 (Unaudited)

5

Statements of Stockholders’ Equity
6

Condensed

Statements of Cash Flows for the Nine Months Ended March 31, 2015 and 2014 (Unaudited)

7

Notes to Financial Statements
8

Notes to Condensed Financial Statements (Unaudited)

Item 2.

Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations

12

Item 4.

Controls and Procedures

17

PART II.

OTHER INFORMATION

18

Item 1.

6.

Legal Proceedings

Exhibits

Item 2.

Recent Sales of Unregistered Securities and Use of Proceeds

Signatures

Item 3.

Defaults Upon Senior Securities

Item 4.

Mine Safety Disclosures

Item 5.

Other Information

Item 6.

Exhibits

Signatures

19


3

 



3




PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)


GLOBAL WHOLEHEALTH PARTNERS CORPORATION    
CONSOLIDATED BALANCE SHEETS
     
  December 31, June 30,
  2019 2019
  (Unaudited)  
ASSETS    
Current assets:        
Cash $97  $19,918 
Inventory  23,372   —   
Total current assets  23,469   19,918 
Total assets $23,469  $19,918 
         
LIABILITIES AND STOCKHOLDERS' DEFICIT        
         
Current liabilities:        
Related party advances $52,175  $—   
Accounts payable and accrued liabilities  1,372   100 
Total current liabilities  53,547   100 
Total liabilities  53,547   100 
         
Commitments and contingencies        
         
Stockholders' equity (deficit):        
Preferred stock; $0.001 par value, 10,000,000 shares authorized, no shares issued or outstanding at December 31, 2019 and June 30, 2019, respectively  —     —   
Common stock; $0.001 par value, 400,000,000 shares authorized, 58,116,358 and 56,116,358 shares issued and outstanding at December 31, 2019 and June 30, 2019, respectively  58,116   56,116 
Additional paid-in capital  444,784   426,784 
Retained deficit  (532,978)  (463,082)
Total stockholders' equity  (30,078)  19,818 
Total liabilities and stockholders' equity $23,469  $19,918 
         
(See accompanying notes to consolidated financial statements) 

TEXAS JACK OIL & GAS CORPORATION

CONDENSED BALANCE SHEETS

4

 

 

 

March 31,

 

 

June 30,

 

 

 

2015

 

 

2014

 

 

 

(Unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash

 

$

15

 

 

$

5,874

 

Total Current Assets

 

 

15

 

 

 

5,874

 

 

 

 

 

 

 

 

 

 

Loan receivable - officer

 

 

12,466

 

 

 

53,880

 

Right on mine property

 

 

165,000

 

 

 

165,000

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$

177,481

 

 

$

224,754

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Notes payable

 

$

0

 

 

$

72,000

 

Note payable - related party

 

 

0

 

 

 

-

 

Accounts payable and accrued expenses

 

 

48,238

 

 

 

36,384

 

Accrued interest - related party

 

 

9,666

 

 

 

6,833

 

Total current liabilities

 

 

57,904

 

 

 

115,217

 

Non-Current liabilities

 

 

 

 

 

 

 

 

Note payable - related party

 

 

-

 

 

 

71,000

 

Total non-current liabilities

 

 

-

 

 

 

71,000

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

57,904

 

 

 

186,217

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Stockholders' (deficit) equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock, $0.001 par value, 10,000,000 shares authorized

 

 

-

 

 

 

-

 

Common stock, $0.001 par value, 60,000,000 shares authorized, 26,172,000 and 23,400,000 shares issued and outstanding as of March 31, 2014 and June 30, 2014, respectively

 

 

26,172

 

 

 

23,400

 

Additional paid in capital

 

 

404,628

 

 

 

150,000

 

Accumulated deficit

 

 

(311,223

)

 

 

(134,863

)

Total stockholders' (deficit) equity

 

 

119,577

 

 

 

38,537

 

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders' (deficit) equity

 

$

177,481

 

 

$

224,754

 

GLOBAL WHOLEHEALTH PARTNERS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

    
FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2019 AND 2018
         
   

Three Months Ended

December 31,

   

Six Months Ended

December 31,

 
   2019   2018   2019   2018 
                 
                 
Revenue $—    $—    $—    $���   
                 
Operating expense                
Professional fees  21,400   —     35,900   —   
Selling, general and administrative  29,698   300   33,996   600 
Total operating expense  51,098   300   69,896   600 
Loss from operations  (51,098)  (300)  (69,896)  (600)
Other income                
Gain on forgiveness of liabilities  —     —     —     —   
Net loss $(51,098) $(300) $(69,896) $(600)
                 
Basic and Diluted Loss per Common Share $(0.00) $(0.01) $(0.00) $(0.01)
                 
Weighted average number of common shares outstanding - basic and diluted  57,804,029   52,358   56,960,194   52,358 
                 
                 
(See accompanying notes to consolidated financial statements)

5

GLOBAL WHOLEHEALTH PARTNERS CORPORATION    
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (UNAUDITED)
        
FOR THE SIX MONTHS ENDED DECEMBER 31, 2019    
    Common Stock    

Additional

Paid-in

   Retained   

Total 

Stockholders’
 
    Shares     Amount    Capital   Deficit   Deficit 
BALANCE JULY 1, 2019  56,116,358  $56,116  $426,784  $(463,082) $19,818 
                     
   Net loss for the three months ended September 30, 2019  —     —     —     (18,798)  (18,798)
Balance, September 30, 2019  56,116,358   56,116   426,784   (481,880)  1,020 
                     
Common stock issued to related party for cash at $0.01 per share  2,000,000   2,000   18,000   —     20,000 
   Net loss for the three months ended December 31, 2019  —     —     —     (51,098)  (51,098)
Balance, December 31, 2019  58,116,358  $58,116  $444,784  $(532,978) $(30,078)
                     
                     
FOR THE SIX MONTHS ENDED DECEMBER 31, 2018           
                     
BALANCE JULY 1, 2018  52,358  $52  $430,748  $(432,215) $(1,415)
                     
   Net loss for the three months ended September 30, 2018  —     —     —     (300)  (300)
Balance, September 30, 2018  52,358   52   430,748   (432,515)  (1,715)
                     
   Net loss for the three months ended December 31, 2018  —     —     —     (300)  (300)
Balance, December 31, 2018  52,358  $52  $430,748  $(432,815) $(2,015)
                     
(See accompanying notes to consolidated financial statements)

6

GLOBAL WHOLEHEALTH PARTNERS CORPORATION  
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) 
FOR THE SIX MONTHS ENDED DECEMBER 31, 2019 AND 2018
         
   Six Months Ended December 31, 
   2019   2018 
Cash flows from operating activities        
Net loss $(69,896) $(600)
Adjustments to reconcile net loss to net cash flows used in operating activities:        
Common stock issued for services  —     —   
Common stock issued for debt settlement  —     —   
Changes in operating assets and liabilities:        
(Increase) decrease in inventory  (23,372)  —   
Increase (decrease) in related party advances  52,175   —   
Increase (decrease) in accounts payable and accrued expenses  1,272   600 
Net cash flows from operating activities  (39,821)  —   
         
Cash flows from financing activities        
Cash for common shares of stock  20,000     
Net cash flows from  financing activities  20,000   —   
         
Change in cash  (19,821)  —   
         
Cash at beginning of period  19,918   —   
         
Cash at end of period $97  $—   
         
Supplemental disclosure of cash flow information:        
Interest paid in cash $—    $—   
Income taxes paid in cash $—    $—   
(See accompanying notes to consolidated financial statements)

7

GLOBAL WHOLEHEALTH PARTNERS CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2019 AND 2018

NOTE 1 – Basis of Presentation, Organization and Going Concern

Basis of Presentation

 

The accompanying notes are an integral part of these unaudited condensed financial statements







TEXAS JACK OIL & GAS CORPORATION

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

For the Three

 

 

For the Three

 

 

For the Nine

 

 

For the Nine

 

 

 

Months Ended

 

 

Months Ended

 

 

Months Ended

 

 

Months Ended

 

 

 

March 31

 

 

March 31

 

 

March 31

 

 

March 31

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

-

 

 

$

386

 

 

$

-

 

 

$

4,083

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

 

1,770

 

 

 

5,331

 

 

 

171,115

 

 

 

39,629

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total operating expenses

 

 

1,770

 

 

 

5,331

 

 

 

171,115

 

 

 

39,629

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Operating Loss

 

 

(1,770

)

 

 

(4,945

)

 

 

(171,115

)

 

 

(35,546

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

0

 

 

 

1,993

 

 

 

5,045

 

 

 

6,039

 

Total other expenses

 

 

0

 

 

 

1,993

 

 

 

5,045

 

 

 

6,039

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss before provision for income taxes

 

 

(1,770

)

 

 

(6,938

)

 

 

(176,160

)

 

 

(41,585

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(1,770

)

 

$

(6,938

)

 

$

(176,160

)

 

$

(41,585

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share - basic

 

$

(0.00

)

 

$

(0.00

)

 

$

(0.01

)

 

$

(0.00

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share - diluted

 

$

(0.00

)

 

$

(0.00

)

 

$

(0.01

)

 

$

(0.00

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding - basic

 

 

25,408,739

 

 

 

23,324,444

 

 

 

25,152,087

 

 

 

23,106,569

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding - diluted

 

 

25,408,739

 

 

 

23,324,444

 

 

 

25,152,087

 

 

 

23,106,569

 

The accompanying notes are an integral part of these unaudited condensed financial statements




TEXAS JACK OIL & GAS CORPORATION

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

For the Nine

 

 

For the Nine

 

 

 

Months Ended

 

 

Months Ended

 

 

 

March 31,

 

 

March 31,

 

 

 

2015

 

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

 

$

(176,160

)

 

$

(41,585

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

Loan receivable - officer

 

 

41,414

 

 

 

(3,195

)

Accrued interest - related party

 

 

2,833

 

 

 

4,234

 

Accounts payable and accrued expenses

 

 

11,854

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

 

(120,059

)

 

 

(40,546

)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Proceeds from issuance of private placement

 

 

119,200

 

 

 

400

 

Payments to officer under note receivable

 

 

-

 

 

 

(10,700

)

Repayments from officer under note receivable

 

 

-

 

 

 

4,050

 

Proceed from issuance of promissory notes

 

 

-

 

 

 

5,000

 

Repayments of promissory notes

 

 

(5,000

)

 

 

-

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) financing activities

 

 

114,200

 

 

 

(1,250

)

 

 

 

 

 

 

 

 

 

Net decrease in cash and cash equivalents

 

 

(5,859

)

 

 

(41,796

)

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

 

5,874

 

 

 

42,681

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at end of period

 

$

15

 

 

$

885

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 

 

 

 

 

 

 

 

Interest paid

 

$

-

 

 

$

-

 

Income taxes paid

 

$

-

 

 

$

-

 















TEXAS JACK OIL & GAS CORPORATION

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2015


NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES


A summary of the significant accounting policies applied in the presentation of the accompanying unaudited condensed consolidated financial statements follows:


General


The interim condensed consolidated financial statements included hereinof Global WholeHealth Partners Corporation and Subsidiary (the “Company”) as of December 31, 2019, and for the three and six months ended December 31, 2019 and 2018, include the accounts of the Company and its wholly-owned and controlled subsidiary, Global WholeHealth Partners Corp, a private Wyoming corporation, and have been prepared byin accordance with generally accepted accounting principles in the Company, without audit, pursuantUnited States of America (“US GAAP”), for interim financial information and with the instructions to the rulesForm 10-Q and regulations of the Securities and Exchange Commission (“SEC”) as promulgated in Item 210Article 8 of Regulation S-X. Certain information andor footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”)GAAP have been condensed or omitted pursuant to such SEC rules and regulations.


In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results from operations for the three and nine month periods ended March 31, 2015, are not necessarily indicative of the results that may be expected for the year ending June 30, 2015. The unaudited financial statements should be read in conjunction with the financial statements and footnotes thereto for the year ended June 30, 2014, included in the Company’s Form 10-K filed with the SEC on September 30, 2014.


Business and Basis of Presentation


Texas Jack Oil & Gas Corporation (the “Company”), was incorporated on March 7, 2013 under the laws of the State of Nevada. The Company is headquartered in California and was organized for the purpose of exploration of Oil and Gas.


As the Company is devoting substantially all of its efforts to establishing a new business, and planned principal operations have not yet commenced. To date, the Company, has not generated sales revenues, has incurred expenses and has sustained losses since inception and expects these conditions to continue for the foreseeable future. Consequently, its operations are subject to all the risks inherent in the establishment of a new business enterprise.


The above factors raise substantial doubt as to the Company's ability to continue as a going concern. The accompanying unaudited condensed financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that may result from the outcome of this uncertainty.


Revenue Recognition


The Company will recognize revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (“ASC 605-10”) which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts.omitted.

 

The Company will account for Multiple-Element Arrangements under ASC 605-10 which incorporates Accounting Standards Codification subtopic 605-25, Multiple-Element Arrangements (“ASC 605-25”). ASC 605-25 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets.

Estimates




7




The preparation of unaudited condensedconsolidated financial statements in accordanceconformity with accounting principles generally accepted in the United StatesU.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosuresdisclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting periods. Actual results may differ from those estimates. The interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10 for the year ended June 30, 2019. In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments (including normal recurring adjustments) necessary for the fair presentation of the Company’s financial position as of December 31, 2019, results of operations for the three and six months ended December 31, 2019 and 2018, and stockholders’ equity and cash flows for the three and six months ended December 31, 2019 and 2018. The Company did not record an income tax provision during the periods presented due to net taxable losses. The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year.

Organization

Global WholeHealth Partners Corporation was incorporated on March 7, 2013 in the State of Nevada under the name Texas Jack Oil and Gas Corp. On May 9, 2019, the Company amended its Articles of Incorporation to effect a change of name to Global WholeHealth Partners Corporation to align the company name with its focus on health care related development and products. The Company’s ticker symbol changed to GWHP.

The Company was originally organized for the purpose of exploration of Oil and Gas. However, the Company was unable to establish an oil and gas concern and was abandoned in 2016. On February 27, 2019, the Clark County District Court of Nevada appointed Barbara Bauman as custodian to the Company. The custodian reestablished the Company in good standing.

On May 9, 2019, the Board reverse split (1-for-500) the outstanding Common Shares of 58,172,000 to 116,358 shares.

May 23, 2019, the Company and LionsGate Funding Group LLC (“LionsGate”), owner of a majority of the Company’s outstanding common stock as of May 23, 2019, entered into a Stock Sale and Purchase Agreement (the “SPA”) which closed on June 27, 2019. Pursuant the SPA, the Company issued 56,000,000 shares of common stock to LionsGate in exchange for 100% of their interests in Global WholeHealth Partners Corp., a private Wyoming corporation incorporated on April 9, 2019 (“Global Private”). Global Private has contacts with suppliers and contract manufacturers in the In vitro diagnostic industry, with rights to sell rapid diagnostic tests, such as the following 6 minute rapid whole blood Ebola Test, 6 minute whole blood Zika test, 8 minute whole blood rapid TB test and 75 plus other tests more than 40 which are FDA approved. Due to the common control of the Company and Global Private, pursuant to ASC 805-50-25, “Transactions Between Entities Under Common Control”, the SPA was accounted for as a transfer of the carrying amounts of assets and liabilities under the predecessor value method of accounting. Financial statement presentation under the predecessor values method of accounting as a result of a business combination between entities under common control requires the receiving entity (i.e., the Company) to report the results of operations as if both entities had been combined as of the beginning of the periods presented. The consolidated financial statements include both entities’ full results since the inception of Global Private.

8

Going Concern

The Company’s consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs to allow it to continue as a going concern. As of December 31, 2019, the Company had an accumulated deficit of $532,978. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

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

NOTE 2 – Summary of Significant Accounting Policies

Principles of Consolidation

Global WholeHealth Partners Corp, a private Wyoming corporation was incorporated on April 9, 2019 to receive private investor funds and aggregate certain in vitro diagnostic assets.

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

Accounting estimates

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Cash and cash equivalents

The Company considers all highly liquid instruments purchased with an original maturity of three months or less and money market accounts to be cash equivalents.

9

Income Taxes

The Company accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credits and loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carry-forwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized. The Company reports a liability for unrecognized tax benefits resulting from uncertain income tax positions, if any, taken or expected to be taken in an income tax return. Estimated interest and penalties are recorded as a component of interest expense or other expense, respectively.

Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company utilizes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:

Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

During the periods covered by this report, the Company did not have any assets or liabilities that were required to be measured at fair value on a recurring basis or on a non-recurring basis.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash, accounts payable and accrued expenses. The carrying amounts of the Company’s financial instruments approximate fair value because of the short term maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect those estimates. We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments.

Net Income (Loss) perPer Share


The Company computescomputation of basic earnings per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share(“ASC 260-10”EPS”). Net earnings (losses) per common share is computed by dividing net income (loss) bybased on the weighted average number of shares that were outstanding during the period, including shares of common stock and dilutivethat are issuable at the end of the reporting period. The computation of diluted EPS is based on the number of basic weighted-average shares outstanding plus the number of common stock equivalents outstanding during the period. Dilutive common stock equivalents consisted of shares issuable uponthat would be issued assuming the exercise of the Company'sall potentially dilutive common shares outstanding warrants (calculated using the treasury stock method) for the three and nine months ended March 31, 2015; there were no common stock equivalents for the three and nine months ended March 31, 2015.


Reliance on Key Personnel and Consultants


method. The Company hashad no full-time employees and no part-time employees. There are approximately 2 consultants performing various specialized services. The Company is heavily dependent on the continued active participationpotentially dilutive securities as of these current executive officers, and key consultants. The loss of any of the senior management or key consultants could significantly and negatively impact the business until adequate replacements can be identified and put in place.


Recent Accounting Pronouncements


There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows.December 31, 2019.

 

NOTE 2 – GOING CONCERN MATTERSNew Accounting Pronouncements

 

The accompanying unaudited condensed financial statements have been prepared on a going concern basis, which contemplatesAny reference in these notes to applicable accounting guidance is meant to refer to the realization of assets and the satisfaction of liabilitiesauthoritative non-governmental US GAAP as found in the normal course of business. As shown in the accompanying financial statements during the nine months ended March 31, 2015, the Company incurred net losses attributable to common stockholders of $176,160. In addition, the Company has yet commercialized its planned business and has generated very little revenues since inception. These factors among others raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.Financial Accounting Standards Board's Accounting Standards Codification.

 

The Company's existence is dependent upon management's abilityWe review new accounting standards as issued. Although some of these accounting standards issued or effective after the end of our previous fiscal year may be applicable to develop profitable operations. Additional capitalus, we have not identified any standards that we believe merit discussion. We believe that none of the new standards will be needed to continue developing its products and services and there can be no assurance that the Company's efforts will be successful. There is no assurance that can be given that management's actions will result in profitable operations or the resolution of its liquidity problems. The accompanying unaudited condensedhave a significant impact on our consolidated financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern.


NOTE 3 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIESstatements.

 

As of March 31, 2015 and June 30, 2014 accounts payable and accrued liabilities consisted of the following:

10

 

 

 

March 31,

 

 

June 30,

 

 

 

2015

 

 

2014

 

Accounts Payable

 

$

16,042

 

 

$

-

 

Accrued Expenses - Consulting

 

 

27,358

 

 

 

33,758

 

Accrued Interest

 

 

4,838

 

 

 

2,626

 

Accounts Payable and Accrued Liabilities

 

$

48,238

 

 

$

36,384

 




NOTE 3 – Stockholder’s Equity

Preferred Stock

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

Common Stock

The Company has 400,000,000 shares of Common Stock authorized of which 58,116,358 and 56,116,358 shares were issued and outstanding as of December 31, 2019 and June 30, 2019, respectively. The number of shares increased by 2,000,000 as a result of the Company selling 2,000,000 shares at $0.01 per share to LionsGate in exchange for cash of $20,000.


NOTE 4 – RELATED PARTY TRANSACTIONSRelated Party Transactions

 

The Company’s former officer and shareholder has borrowed $102,200, net of repayments of $5,720 since the Company’s inception in March 2013. These are interest free advances.  During the nine months ended March 31, 2015 the Company reclassified $83,980 of this receivable as officer compensation. As of March 31, 2015 the Company has receivables in the amount of $12,466 due from the officer and shareholder.

In March 2013, the Company issued 15,000,000 of shares to the founder of the Company, for purchase of an interest in a mine property valued at $165,000, which was the original cost to the founder. The mine interest was assigned to the Company on May 1, 2013 through a partial assignment agreement. The Company also presently owns a 3% percent working lease interest in one well located in Jack County, Texas.

NOTE 5 – PROMISSORY NOTE - SHAREHOLDER

On April 15, 2013, the Company received $71,000 on issuance of 8% unsecured promissory note from a shareholder, which was originally due on April 15, 2014; in May 2014 this note was extended to October 1, 2015.  Total interest expense for the six months ended March 31, 2014 and 2013 on the above note was $2,833 and $2,833, respectively; and for the three months ended MarchDecember 31, 2014 and 2013 was $1,432 and $1,432, respectively.  Total accrued interest as of March 31, 2014 and June 30, 2014 is $9,666 and $6,833, respectively.  The default rate of interest is 1.5% per month. On February 6, 2015 the lender agreed to convert the principal balance of the note into 710,000 shares of the Company’s common stock.  The note holder agreed to forgo any interest payments due.

NOTE 6 – PROMISSORY NOTE

On June 7, 2013,2019, the Company received $40,000$20,000 upon the sale of 2,000,000 shares of common stock to LionsGate for $0.01 per share.

From time-to-time the Company receives shareholder advances to cover operating costs which are reflected on issuance of 5% unsecured promissory note, which was originally due on November 30, 2013.  The maturity date was extended to June 1, 2014 and subsequently extended to March 31, 2014.the balance sheet as related party advances. During the six months ended MarchDecember 31, 2014 the company repaid $5,000 in principal on this note.  As of March 31, 2014 the balance on this note was $35,000.  During the six months ended March 31, 2014 and 2013, the Company recorded interest expense of $922 and $1,112, respectively; and during the three months ended March 31, 2014 and 2013, recorded interest expense of $441 and $504, respectively, on this note.  Total accrued interest as of March 31, 2014 and June 30, 2014 is $3,026 and $2,104, respectively.  The note was not repaid at maturity.  On February 6, 2015 the lender agreed to convert the principal balance2019, LionsGate provided advances totaling $50,675.

NOTE 5 – Subsequent Events

Management has reviewed material events subsequent of the note into 350,000 sharesperiod ended December 31, 2019 and prior to the filing of the Company’s common stock.  The note holder agreed to forgo any interest payments due.our consolidated financial statements in accordance with FASB ASC 855 “Subsequent Events”.

 

On September 5, 2013, the Company received $5,000 on issuance of an 8% unsecured promissory note, which was originally due on September 5, 2014. The maturity date was extended to December 5, 2014.  Default rate of interest is 1.5% per month. During six months ended March 31, 2014 and 2013, the Company recorded interest expense of $202 and $101, respectively; and during the three months ended March 31, 2014 and 2013, recorded interest expense of $101 and $101, respectively, on this note.  Total accrued interest as of March 31, 2014 and June 30, 2014 is $502 and $300, respectively.  The note was not repaid at maturity.  On February 6, 2015 the lender agreed to convert the principal balance of the note into 50,000 shares of the Company’s common stock.  The note holder agreed to forgo any interest payments due.


On May 22, 2014, the Company received $25,000 on issuance of an 8% unsecured promissory note, which is due on May 22 2015.  Default rate of interest is 1.5% per month.  During six months ended March 31, 2014 and 2013, the Company recorded interest expense of $1,008 and $0, respectively; and during the three months ended March 31, 2014 and 2013, recorded interest expense of $504 and $0, respectively, on this note.  Total accrued interest as of March 31, 2014 and June 30, 2014 is $1,222 and $214, respectively. On February 6, 2015 the lender agreed to convert the principal balance of the note into 250,000 shares of the Company’s common stock.  The note holder agreed to forgo any interest payments due.

 

On June 12, 2014, the Company received $2,000 on issuance of an 8% unsecured promissory note, which is due on June 12, 2015.  Default rate of interest is 1.5% per month.  During the six months ended March 31, 2014 and 2013,



9




the Company recorded interest expense of $80 and $0, respectively; and during the three months ended March 31, 2014 and 2013, recorded interest expense of $40 and $0, respectively, on this note.  Total accrued interest as of March 31, 2014 and June 30, 2014 is $88 and $8, respectively. On February 6, 2015 the lender agreed to convert the principal balance of the note into 20,000 shares of the Company’s common stock.  The note holder agreed to forgo any interest payments due.

On February 6, 2015 the Company agreed to convert the principal outstanding balance of five promissory notes into shares of common stock at a rate of $0.10 per share.  As part of the conversion the note holders agreed to forgo any interest payments due.  The Company issued 1,380,000 shares of common stock for the extinguishment of notes payable in the amount of $138,000.


NOTE 7 – STOCKHOLDERS EQUITY

Preferred stock

The Company has authorized 10,000,000 shares of preferred stock, with a par value of $0.001 per share. As March 31, 2015 and June 30, 2014, the Company has no shares of preferred stock issued and outstanding.

Common stock

The Company has authorized 60,000,000 shares of common stock, with a par value of $0.001 per share. As of March 31, 2015 and June 30, 2014, the Company had 26,172,000 and 23,400,000 shares of common stock issued and outstanding, respectively.

On January 15, 2014 the Company sold 400,000 shares of common stock for $400.


During the nine months ended March 31, 2015, as part of a private placement, the Company received proceeds of $119,200 for the sale of 1,192,000 shares of common stock at a price of $0.10 per share.  


On February 6, 2015 the Company agreed to convert the principal outstanding balance of five promissory notes into shares of common stock at a rate of $0.10 per share.  As part of the conversion the note holders agreed to forgo any interest payments due.  The Company issued 1,380,000 shares of common stock for the extinguishment of notes payable in the amount of $138,000.


NOTE 8 – COMMITMENTS AND CONTINGENCIES

Leases Obligations

As of March 31, 2015, the Company does not lease space for offices or operations.


Consulting Agreement

In March 2013, the Company entered into one year investor relation service agreement which expires March 2014, for the annual flat rate of $55,000. The service agreement was renewed and expires March 1, 2015.  During the six months ended March 31, 2014 the Company recognized $27,500 in expense related to this agreement and has included $26,258 and $33,758 in accrued liabilities as of March 31, 2014 and June 30, 2014, respectively.


On July 1, 2014, the Company entered into one year investor relation service agreement which expires June 30. 2015, for the annual flat rate of $25,000.  During the nine months ended March 31, 2015, the Company recognized $12,500 in expense related to this agreement and has included $1,100 and $0 in accrued liabilities as of March 31, 2015 and June 30, 2014, respectively.

NOTE 9 – SUBSEQUENT EVENTS



On April 1, 2015, the Company transferred the right/interest in the oil & gas well to Axiom Group for the release the debts owed to Axiom Group.


 

 


11

 


ItemItem 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Texas Jack Oil & Gas Corporation is referred to hereinafter as “we”, “our”, or “us”.


Overview


We have limited revenues and operating history. Our independent auditor has issued an audit opinion which includes a statement expressing substantial doubt as to our ability to continue as a going concern as filed in our June 30, 2014 10-K filed on September 30, 2014. We used to own a 3% working interest in one well the Bright 1H, which was drilled in late summer of 2012 and was completed and placed into production in October 2012. On April 1, 2015, we transferred this right/interest to Axiom Group for the release the debts owed to Axiom Group.


Uncertainties and Trends

 

Our revenues are dependent in the future, upon the following factors:


·

price volatility in worldwide oil prices, which is affected by: (a) interest rates; (b)currency exchange rates (c) inflation or deflation; (d) speculation and (e) production levels;

·

global and regional supply and demand for oil;

·

political and economic conditions;

·

changes in the regulatory environment, which may lead to increased costs of doing business;

·

our ability to raise adequate working capital;

·

success of our development and exploration;

·

level of our competition;

·

our ability to attract and maintain key management and employees; and

·

our ability to efficiently explore, develop and produce sufficient quantities of marketable natural gas or oil in a highly competitive and speculative environment while maintaining quality and controlling costs.


The following discussion and analysis should be read in conjunction with our FinancialForward-Looking Statements and notes thereto.

 

ResultsThis 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 Operations forwords such as “may,” “will,“ “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project,” or the Three Months Ended March 31, 2015 as Compared to the Three Months Ended March 31, 2014


The following sets forth certain information regarding our resultsnegative of operations for the three months ended March 31, 2014these words or other variations on these words or comparable terminology. These statements are expressed in good faith and 2013:

Three Months Ended March 31

 

2015

 

 

2014

 

Revenue

 

$

-

 

 

$

386

 

Selling, general and administrative expenses

 

 

(1,770

 

 

(5,331

)

Net operating loss

 

 

(1,770

 

 

(5,331

Other income (expense)

 

 

0

 

 

 

1,993

 

Net loss

 

 

(1,770

)

 

 

(4.945

)

Net loss per share - basic and diluted

 

 

(0.00

 

 

(0.00

)

Weighted average shares - basic and diluted

 

 

25,408,739

 

 

 

23,324,444

 

Our operations have resulted in significant losses and negative cash flow as we have invested in our property lease interests.

Revenue


For the three months ended March 31, 2015 our revenue was $0 as compared to $386 for the three months ended March 31, 2014.  The decrease in revenue is due to the well in Jack County, TX changing operators.  




Selling, general and administrative expenses


For the three months ended March 31, 2015 our selling, general and administrative costs were $1,770 as compared to $5,331 for the three months ended March 31, 2014.  The decrease in selling, general and administrative expenses was primarily due tobased upon a decrease in professional fees, officer compensation and travel related expenses.

Other expense


For the three months ended March 31, 2015 our other expenses were $0 as compared to $1,993 for the three months ended March 31, 2014.  The decrease in our other expenses was due to a decrease in interest expense attributable to an increase on borrowed debt.


Net loss


For the three months ended March 31, 2015 our net loss was $1,770 as compared to $4,945 for the three months ended March 31, 2014.


Results of Operations for the Nine Months Ended March 31, 2015 as Compared to the Nine Months Ended March 31, 2014


The following sets forth certain information regarding our results of operations for the nine months ended March 31, 2015 and 2014:

Nine Months Ended March 31

 

2015

 

 

2014

 

Revenue

 

$

-

 

 

$

4,083

 

Selling, general and administrative expenses

 

 

(171,115

 

 

(39,629

)

Net operating loss

 

 

(171,115

 

 

(39,629

Other income (expense)

 

 

(5,045

 

 

(6,039

)

Net loss

 

 

(176,160

)

 

 

(41,585

)

Net loss per share - basic and diluted

 

 

(0.01

 

 

(0.00

)

Weighted average shares - basic and diluted

 

 

24,152,087

 

 

 

23,106,569

 

Our operations have resulted in significant losses and negative cash flow as we have invested in our property lease interests.

Revenue


For the nine months ended March 31, 2015 our revenue was $0 as compared to $4,083 for the nine months ended March 31, 2014.  The decrease in revenue is due to the well in Jack County, TX changing operators.  

Selling, general and administrative expenses


For the nine months ended March 31, 2015 our selling, general and administrative costs were $171,115 as compared to $39,629 for the nine months ended March 31, 2014.  The increase in selling, general and administrative expenses was primarily due to an increase in professional fees, officer compensation and travel related expenses.


Other expense


For the nine months ended March 31, 2015 our other expenses were $5,045 as compared to $6,039 for the nine months ended March 31, 2014.  The decrease in our other expenses was due to a decrease in interest expense attributable to an increase on borrowed debt.






Net Loss

For the nine months ended March 31, 2015 our net loss was $176,160 as compared to $41,585 for the nine months ended March 31, 2014.

Since inception we have generated $4,083 in revenues, therefore our general, administrative and other costs have exceeded the resources we have generated through operations. As described above in “Liquidity and Capital Resources,” we have been dependent on debt/equity financing, to meet our working capital obligations and to finance our continuing operating losses. Our current lack of production further complicates our ability to raise cash from these sources. Therereasonable 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.

Overview

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

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

12

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

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

Industry

The use of diagnostics in quality measures often is supported by clinical practice guidelines. Of all the quality measures contained in The Healthcare Effectiveness Data and Information Set (“HEDIS”) is a widely used set of performance measures in the managed care industry, developed and maintained by the National Committee for Quality Assurance (“NCQA”) and The National Quality Measures Clearinghouse (“NQMC”). We identified guidelines specifically recommending diagnostic use in the NGC for 61.5% of those in HEDIS and 78.5% of those in the NQMC.

Of course, the development of measures for HEDIS, NQMC and other quality assessment initiatives is a relatively new process and represents only a sample of evidence-based use of diagnostics. Nevertheless, this analysis conveys the essential role of diagnostics in health care quality. Further, the incorporation of diagnostics into quality measures serves as a benchmark for assessing underuse of diagnostics and the health and economic impact of such underuse.

In its annual report on the state of health care quality in the US, NCQA assessed the impact of under-compliance with HEDIS measures, including those pertaining to diagnostics, on avoidable adverse health events, deaths and costs. Figure 7.7 below shows these impacts for measures pertaining to diagnostics used in breast cancer detection, cholesterol management, colorectal cancer screening and diabetes management.

Figure 7.7 Relationship between Application of Selected HEDIS Diagnostic Quality Measures and Avoidable Adverse Health Events, Deaths and Costs

HEDIS Quality Measure

Percent National Under-use in HEDIS Compliant Health Plans

Estimated Annual Avoidable Adverse Health Events

Estimated Annual Avoidable Deaths

Estimated Annual Avoidable Costs

Breast cancer screening19.3%7,600 breast cancer600–1,000$ 48 million
(biopsy, needlecases treated in Stage
aspiration orIV due to late
mammography)diagnosis
Cholesterol management48.914,600 major coronary events6,900–17,000$ 87 million
Colorectal cancer51.920,000 cases of4,200–6,300$191 million
screeningcolorectal cancer
(FOBT or colonoscopy)diagnosed/treated at a
later stage

Diabetes management

(HbA1c control)

20.214,000 heart attacks, strokes, or amputations4,300–9,600$573 million

549State of health care quality: industry trends and analysis. Washington, DC: National Committee for Quality Trance, 2004. 

13

These and other findings of the 2004 NCQA report on the state of health care quality demonstrate the potential for evidence-based use of diagnostics to improve health care quality and to avoid unnecessary adverse health events, deaths and costs. These studies are the most recent and as time has passed, we all understand that the cost of Health Care has gone up dramatically and therefore the savings to the health care industry is even greater than the studies show (See Figure 7.7 above).

Health care increasingly is subject to demands for improved health and quality of life and constraints on the spending required to deliver these improvements.In vitrodiagnostics, henceforth in this report referred to as diagnostics, aid in responding to such demands by enabling accurate detection of health risks and disease at earlier stages and improving treatment and disease management, while diminishing subsequent health problems and their associated costs. Diagnostics serve a key role in the health value chain by influencing the quality of patient care, health outcomes, and downstream resource requirements.

From consumer-friendly at-home pregnancy and glucose monitoring tests to more complex automated laboratory-based systems, these tests are often first-line health decision tools. While diagnostics comprise less than 5% of hospital costs and about 1.6% of all Medicare costs, their findings influence as much as 60-70% of health care decision-making. The value of diagnostics accrues to not only clinicians and patients, but to health care managers, third-party payers, and quality assurance organizations that use diagnostic performance to measure and improve health care quality.

The following data have been culled from various publicly available sources that the Company believes to be accurate but cannot guarantee it. The Company has attempted to provide conservative statistics and believe that it is generally known that the market for IVD products is significant and is continuing to grow.

Thepregnancy test is one of the primary home tests used in the world. The Company believes that approximately, 85,000 retail drug stores in the U.S. are selling over $900 million of pregnancy tests alone and continues to increase annually. Presently, it knows of five major manufacturers of this product.

Theovulation test market is generally estimated at $51 million annually and is growing annually. Presently, the Company is aware of four major brand companies that offer this test.

Theglucose (diabetes) whole blood test is used to test for abnormal glucose blood levels. A significant number of individuals are affected in the United States with non-insulin dependent diabetes (Type II), many of whom are without knowledge of the disease. This disease, left untreated, can cause cardiovascular disorders and cataracts. With the explosive growth of childhood obesity and general poorer health on Americans, this test can saves thousands of lives.

As mentioned in the table 7.7:Diabetes management: There are 14,000 heart attacks, strokes, or amputations; 4,300–9,600 Deaths, but with Rapid Diagnostic Testing an annual avoidable cost of $573 million per year, and lives saved.

The Company’s most recent OTC product is its colorectal test (colon disorders). The Company estimates the demand for this test to increase with awareness of availability. It knows of only one other company that is currently offering this product. The colorectal Cancer screening tests helps detect the possibility of cancer early and can saves thousands of lives and millions of dollars. Colorectal cancer screening (FOBT) Fecal Occult Blood Test: 20,000 cases of colorectal cancer diagnosed/treated at a later stage and 4,200–6,300 deaths, but with Rapid Diagnostic Testing an annual avoidable cost of $191 million per year and lives saved.

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The Company’s cholesterol OTC test and its cholesterol colorimetric POC test are available to test for abnormal levels of cholesterol in whole blood. There is evidence that a high blood cholesterol level increases the risk of developing arteriosclerosis, and with it the risk of coronary heart disease or stroke. This heart disease is the leading cause of death in the United States, as reported by the American Heart Association. Estimated Annual Avoidable Adverse Health Events are estimated to be approximately 14,600 with estimated annual avoidable deaths of approximately 6,900–17,000 from high Cholesterol. Rapid Diagnostic Tests taken by this populations would save an estimated $87 million per year and lives saved.

The market for drugs-of-abuse tests for the over-the-counter market is generally estimated to be one of the fastest growing markets of all IVD test products. At present, the Company believes that many law enforcement and governmental agencies are using laboratory testing facilities and must wait for results, often taking one week to ten days. The Company’s tests are completed onsite within ten minutes.

A significant number of people are infected by the H-Pylori bacteria, which are associated with ulcers. The Company’s H-Pylori test for the POC is one of its newest products.

All of the Company’s diagnostic tests, over 90 products are available for international distribution. The Company believes that its tests are excellent for distribution and use in underdeveloped countries because, unlike lab and other rapid diagnostic tests, its test kits do not need refrigeration and can withstand extended periods of excessive heat.

Competition

Several companies around the world carry similar products, typically comprised of approximately 10-30 different products. However, we carry the largest line of products that we know of including over 100 products. As of December 31, 2019, Global Wholehealth Partners Corp. has made no sales.

Marketing and Sales

The company plans on selling through large and small distributors, giving the company the greatest opportunity to sell to a greater amount of people, doctors, hospitals, clinics and governments.

Research and Development:

We are continuing to look for needs in the world to create and work with our scientific team and science partners to make a rapid test for the newest diseases, such as ZIKA, EBOLA, TB, and Malaria.

Results of Operations

Three and six months ended December 31, 2019 compared with the three and six months ended December 31, 2018

Operating Expenses

Professional Fees

Professional fees relate to expenditures incurred primarily for legal and accounting services. During the three and six months ended December 31, 2019 compared to the three and six months ended December 31, 2018, professional fees increased $21,400 and $35,900, respectively. The increase was due to increased professional and management fees incurred in furtherance of the Company’s business plan and the administration of the public entity.

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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. During the three and six months ended December 31, 2019 compared to the three and six months ended December 31, 2018, SG&A increased $29,398 and $33,396, respectively. The increase was due to increased cost incurred in furtherance of the Company’s business plan and the administration of the public entity.

Liquidity and Capital Resources

As of December 31, 2019, our assets consisted of $97 in cash and $23,372 in inventory compared to current liabilities of $53,547. From inception to December 31, 2019, we have incurred an accumulated deficit of $532,978. This loss has been incurred through a combination of professional fees and SG&A costs to support our plans to develop our business. During the six months ended December 31, 2019 and 2018, the Company had no revenue and incurred a loss from operations of $69,896 and $600, respectively. The Company has incurred losses since inception and may not be able to continuegenerate 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 operating losses in such a manner. We have, however, been able to raiseoperations, we are currently pursuing additional funds in the pastthrough equity or debt financing or a combination thereof. The Company currently has no commitments to obtain any such financing, and we believethere can be no assurance that wefinancing will be ableavailable in amounts or on terms acceptable to do so in the future.


Liquidity and Capital ResourcesCompany, if at all.

 

Continuing working capital deficitSummary of Cash Flows

 

Our working capital deficit has limitedPresented below is a table that summarizes the cash provided or used in our ability to expand our operationsactivities and pursue our business plan. The following table sets forth our continuing working capital (deficit) at March 31, 2015 and June 30, 2014:the amount of the respective increases or decreases in cash provided by (used in) those activities between the fiscal periods:

 

 

 

March 31, 2015

 

 

June 30, 2014

 

Current Assets

 

$

15

 

 

$

5,874

 

Current Liabilities

 

 

57,904

 

 

 

115,217

 

 

 

 

 

 

 

 

 

 

Working Capital (Deficit)

 

$

(57,889

)

 

$

(109,343

      
  Six Months Ended December 31, Increase/
  2019 2018 (Decrease)
Operating activities $(39,821) $—    $39,821 
Investing activities  —     —     —   
Financing activities  20,000   —     20,000 
Net increase (decrease) in cash and cash equivalents $(19,821) $—    $59,821 


Our cash decreased by $5,859 from $5,874 as of June 30, 2014 to $15 at March 31, 2015.Operating Activities

 

Our working capital deficit decreased by $51,454 to a $ 57,889 as of March 31, 2015, from $109,343 at June 30, 2014.  Accounts payable and accrued expenses increased from $36,384 as of June 30, 2014 to $48,238 as of March 31, 2015.

Our notes payable decreased by $72,000 to $ 0 as of March 31, 2015, from $72,000 at June 30, 2014.


During the nine months ended March 31, 2015,Net cash used in operating activities totaled $ 120,059.Cash provided by financingincreased $39,821 due to increases in professional fees and SG&A costs.

Investing Activities

The Company had no investing activities during the ninethree and six months ended MarchDecember 31, 2015 was $114,200 and is attributable to $119,2002019 or 2018.

Financing Activities

During the three months ended December 31, 2019, the Company received in proceeds from$20,000 upon the issuancesale of 2,000,000 shares of common stock in a private placement, offset against $5,000 in payments on notes payable.

We continue to focus on conserving cash, setting prioritiesLionsGate for our most important obligations and seeking other means to pay or defer any obligations as necessary.$0.01 per share.

 

In July 2014, the Company began offering for sales shares of its $0.001 par value common stock at a price of $0.10 per share.  The maximum amount of this offering is $500,000.  The Company intends to use the proceeds of this financing for the lease of additional oil and gas properties, the acquisition of additional working interests, general and administrative expenses, legal and accounting costs, and working capital.Other Contractual Obligations

 

Property and equipmentNone.


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We do not have any property and equipment as of March 31, 2015 and June 30, 2014.


Capital commitments


We do not have any long term debt, capital lease obligations, operating or purchase obligations at March 31, 2015.


Off-Balance Sheet Arrangements




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We do not have any off-balance sheet arrangements that have or commitments thatare reasonably likely to have a current or future effect on itsour financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that isare material other than those which may be disclosed in this Management’s Discussion and Analysis of Financial Condition and the unauditedto investors.

Recently Issued Accounting Pronouncements

See Note 2 to our Financial Statements for more information regarding recent accounting pronouncements and related notes.their impact to our results of operations and financial position.

New Accounting Standards to be Adopted Subsequent to December 31, 2019

 

None.

Critical Accounting Policies and Significant Judgments’ and Use of Estimates


The preparation of unaudited condensedWe have prepared our consolidated financial statements in conformity with accounting principles generally accepted accounting principlesin the United States. Our preparation of these financial statements and related disclosures requires our managementus to make estimates and assumptions that affect the reported amountamounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, and the reported amounts of revenuesrevenue and expenses during the reporting period.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, we believe that our estimates and assumptions are reasonable, adhere to GAAP and are consistently applied. We evaluate our estimates and judgments on an ongoing basis. Actual results couldmay differ from those estimates.


Going Concern


Duringthese estimates under different assumptions or conditions. Our critical accounting policies are more fully described above under the nine months ended March 31, 2015, we generated no revenue and we had an accumulated deficitNotes to Financial Statements “NOTE 2 – Summary of $3311,223. We will need significant financing to implement our business plan. Our unaudited condensed financial statements have been prepared assuming that we will continue as a going concern.Significant Accounting Policies”.

 

The accompanying unaudited condensed financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from our possible inability to continue as a going concern.Related Party Transactions

 

For a discussion of our Related Party Transactions, refer to “Note 4 - Related Party Transactions” to our Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.

Item 4. CONTROLS AND PROCEDURESControls and Procedures


Evaluation of Disclosure Controls and Procedures


We maintain disclosure controls and procedures that are designed to ensure that material information required to be disclosed in our periodic reports filed under the Securities Exchange Act of 1934, as amended, or 1934 Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to ensure that such information is accumulated and communicated to our management, including our chief executive officer/chief financial officer (principal financial officer) as appropriate, to allow timely decisions regarding required disclosure. During the quarter ended March 31, 2015 we carried out an evaluation, underUnder the supervision and with the participation of our management, including the principal executive officerour Chief Executive Officer and the principal financial officer (principal financial officer),Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13(a)-15(e)Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 Act.(the “Exchange Act”), as of the end of the period covered by this quarterly report. Based on this evaluation, becauseour Chief Executive Officer and Chief Financial Officer concluded that as of the Company’s limited resources and limited number of employees, management concludedDecember 31, 2019, that our disclosure controls and procedures were ineffective as of March 31, 2015.


Limitations on Effectiveness of Controlseffective such that the information required to be disclosed in our SEC filings is recorded, processed, summarized and Procedures


Ourreported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, (principal financial officer), does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relativeas appropriate to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.allow timely decisions regarding required disclosure.

 

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate



14




because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.Internal Control over Financial Reporting

 

Internal Controls over Financial Reporting


During the quarter ended March 31, 2015, there have beenThere were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that haveoccurred during the period covered by this report that has materially affected, or areis reasonably likely to materially affect, our internal controlscontrol over financial reporting.

 

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PART II - OTHER INFORMATION


Item 1.  Legal Proceedings


From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.


Item 2.  Recent Sales of Unregistered Securities and Use of Proceeds

 

None.


Item 3.  Defaults on Senior Securities

None.


Item 4.  Mine Safety Disclosures

Not applicable.


Item 5.  Other Information

None.

Item 6. Exhibits


The following exhibits, required by Item 601 of Regulation S-K, are being filed as part of this quarterly report, or are incorporated by reference where indicated:

 

Exhibit No.

Description

of Exhibit

31.1

Exhibit 31.1

Section 302 Certification of Principal Executive Officer

Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

Exhibit 31.2

Section 302 Certification of Principal Financial/AccountingFinancial Officer

Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

Exhibit 32.1

Section 906 Certification of Principal Executive Officer

and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

Exhibit 32.2

101.INS

Section 906 Certification of Principal Financial/Accounting Officer

XBRL Instance Document**

101.INS

101.SCH

XBRL Instance Document

Taxonomy Extension Schema Document**

101.SCH

101.CAL

XBRL Schema Document

Taxonomy Extension Calculation Linkbase Document**

101.CAL

101.DEF

XBRL CalculationTaxonomy Extension Definition Linkbase

Document**

101.DEF

101.LAB

XBRL DefinitionTaxonomy Extension Label Linkbase Document

Document**

101.LAB

101.PRE

XBRL Label Linkbase Document

101.PRE

XBRLTaxonomy Extension Presentation Linkbase DocumentDocument**

___________________

 

SIGNATURES*Filed herewith

 

In accordance with** Furnished herewith. XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned in the capacities and the dates indicated, thereunto duly authorized.


Global WholeHealth Partners Corp.

 

By:/S/Charles Strongo

Charles Strongo

Chief Executive Officer and Director

(Principal Executive Officer)

Date: February 20, 2020

TEXAS JACK OIL & GAS CORPORATION

Date: May 20, 2015

By:

/s/ Seng Kok Wan

Name: Seng Kok Wan

Chief Executive Officer, President, Chief Financial Officer, and Secretary

(Principal Executive Officer and Principal Financial/Accounting Officer)

 

 

 




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