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 March 31, 2015September 30, 2020

 

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 000-56035

 

333-193599

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]   x No [   ]  

 

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]   x No [   ]  


 

1

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

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

 

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

Yes [   ] No [ X ]  


x

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 26,172,00059,966,358 shares of common stock, par value $0.001, were outstanding as of May 17, 2015on November 12, 2020.

 



 

TEXAS JACK OIL & GAS CORPORATION

 

TABLE OF CONTENTS

 

2

GLOBAL WHOLEHEALTH PARTNERS CORPORATION

FORM 10-Q

For the Quarterly Period Ended September 30, 2020

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

14
Item 4.Controls and Procedures18
PART II.OTHER INFORMATION
Item 1A.Risk Factors19
Item 6.Exhibits20

  

Signatures
21

Item 4.

Controls and Procedures

Certifications

PART II.

OTHER INFORMATION

Item 1.

Legal Proceedings

Item 2.

Recent Sales of Unregistered Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

Mine Safety Disclosures

Item 5.

Other Information

Item 6.

Exhibits

Signatures


 

3



3




PART I - FINANCIAL INFORMATION

Item 1. Financial Statements


TEXAS JACK OIL & GAS CORPORATION (Unaudited)

CONDENSED BALANCE SHEETS

 

 

 

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 BALANCE SHEETS
     
  September 30, June 30,
  2020 2020
ASSETS    
Current assets:        
Cash $132,614  $14,497 
Prepaid expenses and other current assets  2,551   15,064 
Inventory  214,603   152,147 
Total current assets  349,768   181,708 
         
Equipment, net of accumulated depreciation of $194  3,311   —   
Total assets $353,079  $181,708 
         
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)        
         
Current liabilities:        
Related party note $36,875  $120,965 
Convertible notes payable, net of discount of $116,930  149,070   69,851 
Accounts payable and accrued liabilities  8,356   46,321 
Related party payables  1,845   4,306 
Total current liabilities  196,146   241,443 
Total liabilities  196,146   241,443 
         
Commitments and contingencies        
         
Stockholders' equity (deficit):        
Preferred stock; $0.001 par value, 10,000,000 shares authorized, no shares issued or outstanding at September 30, 2020 and June 30, 2020  —     —   
Common stock; $0.001 par value, 400,000,000 shares authorized, 59,966,358 shares issued and outstanding at September 30, 2020 and June 30, 2020  59,966   59,966 
Additional paid-in capital  4,752,739   4,628,908 
Common stock payable  340,000     
Retained deficit  (4,995,772)  (4,748,609)
Total stockholders' equity (deficit)  156,933   (59,735)
Total liabilities and stockholders' equity (deficit) $353,079  $181,708 
         
(The accompanying notes are an integral part of these consolidated financial statements)
GLOBAL WHOLEHEALTH PARTNERS CORPORATION    
CONSOLIDATED STATEMENTS OF OPERATIONS
         
   Three Months Ended September 30, 
   2020   2019 
         
Revenue $15,385  $—   
Cost of revenue  10,544   —   
Gross profit  4,841   —   
         
Operating expenses:        
Professional fees  33,775   14,500 
Research and development - related party  138,310   —   
Research and development  700   —   
Selling, general and administrative - related party  7,653   —   
Selling, general and administrative  25,610   4,298 
Total operating expense  206,048   18,798 
Loss from operations  (201,207)  (18,798)
Other income (expense)        
Interest expense  (4,906)  —   
Accretion of debt discount  (41,050)  —   
Total other income (expense)  (45,956)  —   
Net loss $(247,163) $(18,798)
         
Basic and Diluted Loss per Common Share $(0.00) $(0.00)
         
Weighted average number of common shares outstanding - basic and diluted  59,979,728   56,116,358 
         
(The accompanying notes are an integral part of these consolidated financial statements)

GLOBAL WHOLEHEALTH PARTNERS CORPORATION     
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                        
    Common Stock    

Additional

Paid-in

   Common Stock   Retained   

Total

Stockholders’

 
    Shares     Amount    Capital   Payable   Deficit   Equity 
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2020            
BALANCE JULY 1, 2020  59,966,358  $59,966  $4,628,908  $—    $(4,748,609) $(59,735)
Common stock issued for cash  —     —     —     340,000   —     340,000 
Discount on convertible promissory notes due to beneficial conversion feature  —     —     123,831   —     —     123,831 
   Net loss for the three months ended September 30, 2020  —     —     —     —     (247,163)  (247,163)
Balance, September 30, 2020  59,966,358  $59,966  $4,752,739  $340,000  $(4,995,772) $156,933 
                         
                         
                         
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2019            
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 
                         
                         
(The accompanying notes are an integral part of these consolidated financial statements)

GLOBAL WHOLEHEALTH PARTNERS CORPORATION    
CONSOLIDATED STATEMENTS OF CASH FLOWS
         
   Three Months Ended September 30, 
   2020   2019 
Cash flows from operating activities        
Net loss $(247,163) $(18,798)
Adjustments to reconcile net loss to net cash flows used in operating activities:        
Depreciation  194   —   
Accretion of debt discount  41,050   —   
Changes in operating assets and liabilities:        
(Increase) decrease in prepaid expenses and other current assets  12,513   —   
(Increase) decrease in inventory  (62,456)  (20,085)
Increase (decrease) in accounts payable and accrued expenses  (37,965)  4,585 
Increase (decrease) related party payables  (961)  14,500 
Net cash flows from operating activities  (294,788)  (19,798)
         
Cash flows used in investing activity        
Purchase of equipment  (3,505)  —   
Net cash flows used in investing activity  (3,505)  —   
         
Cash flows from financing activities        
Proceeds from sale of common stock  340,000   —   
Proceeds from convertible promissory notes  162,000   —   
Proceeds from related party note, net  24,410   —   
Payments of related party note  (110,000)  —   
Net cash flows from  financing activities  416,410   —   
         
Change in cash  118,117   (19,798)
         
Cash at beginning of period  14,497   19,918 
         
Cash at end of period $132,614  $120 
         
Supplemental disclosure of cash flow information:        
Interest paid in cash $—    $—   
Income taxes paid in cash $—    $—   
         
(The accompanying notes are an integral part of these consolidated financial statements)

GLOBAL WHOLEHEALTH PARTNERS CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019

NOTE 1 – Organization, Basis of Presentation and Going Concern

Organization

Global WholeHealth Partners Corporation was incorporated on March 7, 2013 in the State of Nevada. 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 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.

Basis of Presentation

 

The accompanying notes are an integral partunaudited interim condensed consolidated financial statements of these unauditedGlobal WholeHealth Partners Corporation and Subsidiary (the “Company”) as of September 30, 2020, and for the three months ended September 30, 2020 and 2019, 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 financial statementsor omitted.







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 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 notesunaudited 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 September, 2020, results of operations for the three months ended September 30, 2020 and 2019, and stockholders’ equity and cash flows for the three months ended September 30, 2020 and 2019. 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 integral partoutbreak 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 $294,788 for the three months ended September 30, 2020 and has an accumulated deficit of $4,995,772 from inception through September 30, 2020. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable.

In view of these unaudited condensedconditions, 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.




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 12SIGNIFICANT ACCOUNTING POLICIESSignificant Accounting Policies


A summary of the significant accounting policies applied in the presentation of the accompanying unaudited condensed consolidated financial statements follows:New Accounting Pronouncements Not Yet Adopted


General


The interim condensed consolidated financial statements included herein have been preparedWe evaluate all Accounting Standards Updates (ASUs) issued by the Company, without audit, pursuant to the rules and regulationsFinancial Accounting Standards Board (FASB) for consideration of the Securities and Exchange Commission (“SEC”) as promulgated in Item 210 of Regulation S-X. Certain information and footnote disclosures normallytheir applicability. ASUs not included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensedour disclosures were assessed and determined to be either not applicable 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.

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




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The preparation of unaudited condensed financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Net Income (Loss) per Share


The Company computes earnings per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Net earnings (losses) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding during the period. Dilutive common stock equivalents consisted of shares issuable upon the exercise of the Company's 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


The Company has 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 participation 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.our Consolidated Financial Statements.

 

NOTE 2 – GOING CONCERN MATTERSAccounting Pronouncements Recently Adopted

None.

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.

Inventory

Inventory 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.

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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:

Estimated
Useful Lives
Computer equipment and software3 years
Equipment, furniture and fixtures5 years

Revenue Recognition

 

The accompanying unaudited condensed financial statementsCompany 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 preparedfully paid for in advance of shipment.

Revenue is recognized when control of products and services is transferred to the customer in an amount that reflects the consideration that the Company expects to receive from the customer in exchange for those products and services. This process involves identifying the contract with the customer, determining the performance obligations in the contract, determining the contract price, allocating the contract price to the distinct performance obligations in the contract, if applicable, and recognizing revenue when the performance obligations have been satisfied. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. The Company considers a going concern basis,performance obligation satisfied once it has transferred control of a good or service to the customer, meaning the customer has the ability to use and obtain the benefit of the good or service. The Company recognizes revenue for satisfied performance obligations only when it determines there are no uncertainties regarding payment terms or transfer of control.

Revenue from product sales is generally recognized upon shipment to the end customer, which contemplatesis when control of the realization of assetsproduct is deemed to be transferred. Invoicing typically occurs prior to shipment and the satisfactionterm between invoicing and when payment is due is not significant.

Revenue is recorded net of liabilities in the normal coursediscounts, and sales taxes collected on behalf 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 businessgovernmental authorities. Sales commissions are recorded as selling 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.marketing expenses when incurred.

 

The Company's existence is dependent upon management's abilityCompany records any payments received from customers prior to develop profitable operations. Additional capital 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 condensed financial statements do not include any adjustments that might result should the Company be unable to continuefulfilling its performance obligation(s) as a going concern.


NOTE 3 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

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

 

 

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 4 – RELATED PARTY TRANSACTIONSdeferred revenue.

 

The Company’s former officerCompany had five customers that represented 91.1% of revenue (20.8%, 20.2%, 19.0%, 17.3% 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; and13.8%) for the three months ended March 31, 2014September 30, 2020.

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 2013 was $1,432 and $1,432, respectively.  Total accrued interestdiluted shares outstanding due to the Company’s net loss position.

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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 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 balancefollows (in common stock equivalent shares):

  September 30,
  2020 2019
Convertible promissory notes  271,849   10,727 

NOTE 3 – Equipment

Equipment consists of the note into 710,000 shares of the Company’s common stock.  The note holder agreed to forgo any interest payments due.following:

 

NOTE 6 – PROMISSORY NOTE

  September 30, June 30,
  2020 2019
Computers, office equipment and software $3,505  $—   
      Total equipment  3,505   —   
Accumulated depreciation  (194)  —   
Equipment, net $3,311  $—   
         

 

On June 7, 2013, the Company received $40,000 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.  During the six months ended March 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 JuneSeptember 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 balance of the note into 350,000 shares of the Company’s common stock.  The note holder agreed to forgo any interest payments due.

On September 5, 2013,2020, the Company received $5,000 on issuancepurchased $3,505 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.computer equipment. 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 interestSeptember 30, 2020, the Company recognized depreciation expense of $101$194.

NOTE 4 – Stockholder’s Equity

Preferred Stock

The Company has Preferred stock: $0.001 par value; 10,000,000 shares authorized with no shares issued and $101, respectively, on this note.  Total accrued interestoutstanding.

Common Stock

The Company has 400,000,000 shares of Common Stock authorized of which 59,966,358 shares were issued and outstanding as of March 31, 2014September 30, 2020 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.2020.

 

On June 12, 2014,July 9, 2020, 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.  Duringand Dr. Scott Ford, Director, entered into a subscription agreement for the six months ended March 31, 2014 and 2013,



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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 intopurchase 45,000 shares of common stock at a rateprice of $0.10$2.00 per share.  As partshare which represents a 50% discount to the share price due to the lack of marketability and the conversionthinly traded nature of our common stock on the note holders agreed to forgo any interest payments due.  TheOTC.

On September 24, 2020, the Company issued 1,380,000and Dr. Scott Ford, Director, entered into a subscription agreement for the purchase 219,298 shares of common stock forat a price of $1.14 per share which represents a 50% discount to the extinguishmentshare price due to the lack of notes payablemarketability and the thinly traded nature of our common stock on the OTC.

On July 22, 2020, the Company entered into a Common Stock Purchase Agreement (the “EMC2 SPA”) and a Registration Rights Agreement with EMC2 Capital, LLC (“EMC2 Capital”) pursuant to which EMC2 Capital agreed to invest up to One Hundred Million Dollars ($100,000,000) to purchase the Company’s common stock at a purchase price as defined in the amountCommon Stock Purchase Agreement (the "Purchase Shares"). As consideration for entry into the EMC2 SPA, the Company agreed to issue 1,415,094 shares of $138,000.common stock (the "Commitment Shares") and a warrant to purchase up ro two million (2,000,000) shares of common stock (the “Commitment Warrant”). 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 sell Purchase Shares to EMC2 Capital is dependent on the Company satisfying certain conditions, including notice of effectivness of the shelf registration statement registering the Purchase Shares, issuance of the Commitment Shares and Commitment Warrant. As of the date of this quarterly report, the Company has not filed a registration statement registering the Puchase Shares. The company is currently in negotiations with EMC2 Capital to modify or cancel the EMC2 SPA in order to better align the financing needs of the Company with the terms of the EMC2 SPA.


NOTE 5 – Related Party Transactions

 

NOTE 7On July 9, 2020 and September 24, 2020, the Company and Dr. Scott Ford entered into a subscription agreement for the purchase of restricted common stock resulting in the payment of $340,000 to the Company, See “Note 3STOCKHOLDERS EQUITYStockholders’ Equity” above for additional information.

 

Preferred stockFrom time-to-time the Company receives shareholder advances to cover operating costs. During the three months ended September 30, 2020, LionsGate provided advances totaling $24,110 which was used to pay professional fees and general costs. See Related Party Note below for additional information.

 

The Company has authorized 10,000,000 sharesutilizes the R&D capabilities of preferred stock, with a par valuePan Probe Biotech to perform studies in validation of $0.001 per share. As March 31, 2015 and June 30, 2014,the Company’s COVID-19 tests. Additionally, the Company has no sharesis renting space at Pan Probe on a temporary basis, from April 21, 2020 through October 21, 2020, at a rate of preferred stock issued$2,551 per month and outstanding.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 months ended September 30, 2020 the Company paid a total of $135,000 to Pan Probe and recognized $7,653 of rent expense.

 

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.Related Party Note

 

On January 15, 2014March 29, 2020, the Company sold 400,000 sharesissued a Promissory Note (the “Note”) to LionsGate in the amount of common stock$506,625 which was equivalent to the advances made to the Company up to March 29, 2020. On March 30, 2020, LionsGate decided it would be in the best interests of the Company to forgive the portion of the Note related to testing costs which totaled $443,750 as of March 30, 2020. As a result, the Company recognized an increase to additional paid-in capital of $443,750 leaving a Note balance of $62,875. During the three months ended June 30, 2020, LionsGate made payments totaling $58,090 on behalf of the Company with said funds added to the balance of the Note bringing the note balance to $120,965. The Note was amended on June 30, 2020 (“Note Amendment”). Pursuant to the Note and Note Amendment, the terms provide for $400.total funding of up to $585,000. During the three months ended September 30, 2020, 1) LionsGate made payments totaling $24,410 on behalf of the Company with said funds added to the balance of the Note; and 2) the Company made payments against the Note totaling $110,000 resulting in a Note balance of $36,875. The Note bears interest at the rate of 5% per annum and the principal and interest is due and payable in full on June 30, 2021 (the “Maturity Date”). If not paid by the Maturity Date, a 5% penalty will be added to the Note and the term will extend for an additional 90 days.


During the ninethree months ended March 31, 2015, as part of a private placement,September 30, 2020, the Company received proceedsrecognized $411 of $119,200interest expense related to the Note.

NOTE 6 – Convertible Promissory Notes

On April 18, 2020, the Company issued five separate unsecured convertible promissory notes in exchange for $95,000 (the "Convertible Notes"). Each Convertible Note contains the salesame terms and conditions. The Convertible Notes bear interest of 1,192,0008%, mature in six months on October 17, 2020 and are convertible at any time into shares of restricted common stock at a conversion price of $0.10$9.00 per share. The debt discount attributable to the fair value of the beneficial conversion feature amounted to $42,224 for the Convertible Notes and is being accreted over the term of the Convertible Notes.


On February 6, 2015July 13, 2020 and August 3, 2020 and September 8, 2020, the Company agreedand Geneva Roth Remark Holdings, Inc. ("Geneva") entered into separate and identical Securities Purchase Agreements (the "Geneva SPAs") Pursuant to convert the Geneva SPAs, Geneva and the Company entered into separate and identical Convertible Promissory Notes also dated as of July 13, 2020 and August 3, 2020 and September 8, 2020 for principal outstanding balanceamounts of five promissory notes$63,000, $55,000 and $53,000, respectively (the "Geneva CPNs"). Pursunt to the terms of the Geneva CPNs, the Company received net proceeds of $60,000, $52,000 and $50,000 (the proceeds from each note was funded net of $3,000 in legal fees). The Geneva CPNs mature in one year, accrue interest of 10% and, after 180 days, are convertible into shares of common stock any time at a rate of $0.10 per share.  As partconversion price equal to 58% of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion the note holdersdate. Geneva has agreed to forgo any interest payments due.  The Company issued 1,380,000restrict its ability to convert the Geneva CPNs and receive shares of common stock forsuch that the extinguishmentnumber of notes payableshares of common stock held by them in the amountaggregate and their affiliates after such conversion or exercise does not exceed 4.99% of $138,000.


NOTE 8 – COMMITMENTS AND CONTINGENCIES

Leases Obligations

Asthe then issued and outstanding shares of March 31, 2015,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 lease space for offices or operations.deliver shares of our common stock upon conversion within the required timeframes. In the event of default, the note interest rate increases to 22%.


Consulting AgreementThe debt discount attributable to the fair value of the beneficial conversion feature contained in the Geneva CPNs amounted to $123,831 and is being accreted over the term of the Geneva CPNs.

 

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 sixthree months ended March 31, 2014September 30, 2020, the Company recognized $27,500 in$4,495 of interest expense and $41,050 of accretion related to this agreementthe Convertible Notes and has included $26,258 and $33,758 in accrued liabilities as of March 31, 2014 and June 30, 2014, respectively.Geneva CPNs.


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 7 – Subsequent Events

Management has reviewed material events subsequent of the period ended September 30, 2020 and prior to the filing of our consolidated financial statements in accordance with FASB ASC 855 “Subsequent Events”.

 

NOTE 9 – SUBSEQUENT EVENTSI



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.




Itemtem 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 revenuesForward-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 dependentgenerally 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 uponfinancing 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”) 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 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.

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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:


·

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 discussionfactors can be attributed to the increase in overall need and analysis should be readuse of IVD test kits: an aging baby-boomer population; increasing healthcare costs; the ever-growing number of uninsured and under-insured in conjunction with our Financial Statementsthe U.S. and notes thereto.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 products we sell which are not FDA approved to sell in the US are for export only.

COVID-19 Activities

In response to the novel strain of coronavirus (“COVID-19”) pandemic, in early January 2020, the Company set out to test and perform the studies necessary to develop a Rapid Diagnostic Test (“RDT”) and Real Time Polymerase Chain Reaction Test (“RT-PCR”). During the quarter ended March 31, 2020, the Company completed the testing necessary to develop both the RDT and RT-PCR tests. RDT test results are available in 10 minutes with an overall accuracy rate of 98%. The RT-PCR test looks for the E-Gene and RdRq-Gene markers and has proven to be 97% accurate. The test is able to be processed in any PCR machine and each test kit includes the required reagents.

On March 15, 2020, the 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.

15

COVID-19

In late 2019, COVID-19 was reported to have surfaced in Wuhan, China, which has since spread globally. In March 2020, the World Health Organization declared COVID-19 a global pandemic. The COVID-19 outbreak has resulted in government authorities in the United States and around the world implementing numerous measures to try to reduce the spread of COVID-19, such as travel bans and restrictions, social distancing, quarantines, shelter in place or total lock-down orders and business limitations and shutdowns. While some of these measures were relaxed or rolled back, we continue to monitor the situation as various government authorities have begun to pause the relaxation of restrictions or re-implement or modify certain restrictive measures.

Results of Operations for

Three months ended September 30, 2020 compared with the Three Months Ended March 31, 2015 as Compared to the Three Months Ended March 31, 2014three months ended September 30, 2019


The following sets forth certain information regardingOperating Expenses

A summary of our results of operationsoperating expense for the three months ended March 31, 2014 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


ForSeptember 30, 2020 compared with the three months ended March 31, 2015 our revenue was $0 asSeptember 30, 2019 follows:

   

Three Months Ended

September 30,

   

Three Months Ended

September 30,

   

Increase/

 
   2020   2019   (Decrease) 
Operating expenses:            
   Professional fees $33,775  $14,500  $19,275 
   Research and development  139,010   —     139,010 
   Selling, general and administrative  33,263   4,298   28,965 
Total operating expenses $206,048  $18,798  $187,250 
             

Professional Fees

Professional fees relate to expenditures incurred primarily for legal and accounting services. During the three and nine months ended September 30, 2020 compared to $386 for the three months ended March 31, 2014.September 30, 2019, professional fees increased $19,275. The decrease in revenue isincrease was due to increased professional and management fees incurred in furtherance of the well in Jack County, TX changing operators.  Company’s business plan and the administration of the public entity.




Research and Product Development

 

Research and Product Development (“R&D”) costs represent costs incurred to develop our tests and are incurred pursuant to agreements with other third-party providers and certain internal R&D cost allocations when applicable. R&D costs are expensed when incurred. During the three months ended September 30, 2020 compared to the three months ended September 30, 2019, R&D costs increased $139,010 as a result of a study costs related to COVID-19 rapid diagnostic tests we plan to sell in the future.

Selling, General and Administrative

Selling, general and administrative expenses


For(“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 months ended March 31, 2015 our selling, general and administrative costs were $1,770 asSeptember 30, 2020 compared to $5,331 for the three months ended March 31, 2014.September 30, 2019, SG&A increased $28,965. The decrease in selling, general and administrative expensesincrease was primarily due to a decrease in professional fees, officer compensationincreased cost incurred for rent, customer samples and travel related expenses.the administration of the public entity.

 

Other Income and (Expense)

Other expense increased $45,956 as a result of interest on debt and accretion of the debt discount related to the beneficial conversion feature contained in certain debt securities.

16

Liquidity and Capital Resources


ForAs of September 30, 2020, our assets consisted of $132,614 in cash, $214,603 in inventory and $2,551 of prepaid rent, compared to current liabilities of $196,146. From inception to September 30, 2020, we have incurred an accumulated deficit of $4,995,772. This loss has been incurred through a combination of professional fees, R&D and SG&A costs to support our plans to develop our business and includes $3,700,000 of expense related to the issuance of 1.85 million shares in exchange for services. During the three months ended March 31, 2015 our other expenses were $0 as comparedSeptember 30, 2020, the Company had revenue of $15,385, gross profit of $4,841 and incurred a loss from operations of $201,207. The Company has incurred losses since inception and may not be able to $1,993 forgenerate sufficient net revenue from its business in the three months ended March 31, 2014.future to achieve or sustain profitability. The decrease in our other expenses was dueCompany currently has insufficient funds to a decrease in interest expense attributable to an increase on borrowed debt.


Net loss


Foroperate over 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 tonext twelve months. To finance our continuing operating losses. Our current lack of production further complicates our abilityoperations, we are currently pursuing additional funds through equity or debt financing or a combination thereof. The Company currently has no commitments to raise cash from these sources. Thereobtain any such financing, and there can be no assurance that wefinancing will be ableavailable in amounts or on terms acceptable to continue to finance our operating losses in such a manner. We have, however, been able to raise additional funds in the past and we believe that we will be able to do so in the future.Company, if at all.


Liquidity and Capital ResourcesSummary of Cash Flows

 

Continuing working capital deficitPresented 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:

  Three Months Ended September 30, Increase /
  2020 2019 (Decrease)
Operating activities $(294,788) $(19,798) $(274,990)
Investing activities  (3,505)  —     (3,505)
Financing activities  416,410   —     416,410 
Net increase (decrease) in cash and cash equivalents $118,117  $(19,798) $137,915 
             

Operating Activities

 

Our working capital deficit has limited our ability to expand our operations and pursue our business plan. The following table sets forth our continuing working capital (deficit) at March 31, 2015 and June 30, 2014:

 

 

March 31, 2015

 

 

June 30, 2014

 

Current Assets

 

$

15

 

 

$

5,874

 

Current Liabilities

 

 

57,904

 

 

 

115,217

 

 

 

 

 

 

 

 

 

 

Working Capital (Deficit)

 

$

(57,889

)

 

$

(109,343


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

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.increased $274,990 primarily due to increases in professional fees and SG&A costs.

Investing ActivitiesCash provided by financing

Net cash used in investing activities duringincreased $3,505 due to the ninepurchase of computer equipment.

Financing Activities

During the three months ended March 31, 2015 was $114,200 and is attributable to $119,200September 30, 2020, the Company received in proceeds from$340,000 upon the issuancesale of 264,298 shares of common stock into Dr. Scott Ford, Director, $162,000 from the sale of convertible promissory notes, and $24,410 from advances under a private placement, offset against $5,000 in payments on notes payable.

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

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.related party. The Company intendsmade payments totaling $110,000 in repayment towards the related party note due 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.LionsGate.

 

Property and equipmentOther Contractual Obligations


We do not have any property and equipment as of March 31, 2015 and June 30, 2014.None.


Capital commitments


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


17

Off-Balance Sheet Arrangements




13




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 September 30, 2020

 

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 adjustmentsRelated Party Transactions

For a discussion of our Related Party Transactions, refer to reflect the possible future effects“Note 5 - Related Party Transactions” to our Financial Statements included elsewhere in this Quarterly Report 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.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 concludedSeptember 30, 2020, 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.

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.allow timely decisions regarding required disclosure.

 

Internal ControlsControl 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.

 

18

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 Proceeds1A. Risk Factors

 

None.


Item 3.  Defaults on Senior SecuritiesCOVID-19 Pandemic Impact and Risk

 

None.


Item 4.  Mine Safety DisclosuresAt this time, it is not possible to fully assess the impact of the COVID-19 pandemic on the Company’s operations and capital requirements. Should the COVID-19 pandemic continue, it may adversely affect the Company’s ability to (i) retain employees and consultants; (ii) obtain additional financing on terms acceptable to the Company, if at all; (iii) delay regulatory submissions and approvals; (iv) delay, limit or preclude the Company from securing manufacturing sites or partnerships; (v) delay, limit or preclude the Company from achieving technology or product development goals, milestones, or objectives; and (vi) preclude or delay entry into joint venture or partnership arrangements. The occurrence of any one or more of such events may affect the Company’s ability to execute on its business plan.

 

Not applicable.The Company’s priority and commitment is to the health and security of its team members, their families and its partners through this unprecedented event.


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 NoDescription of Exhibit

Exhibit2.1

Notice of Entry of Order, Eight Judicial District Court, Clark County, Nevada, Case No.

: A-19-787038-P (Incorporated by reference to Form 10 filed on December 19, 2019)
3.1Articles of Incorporation (Incorporated by reference to Form S-1 filed on January 28, 2014)
3.2By-Laws (Incorporated by reference to Form S-1 filed on January 28, 2014)
3.3Certificate of Change dated May 9, 2019 (Incorporated by reference to Form 10 filed on December 19, 2019)
3.4Certificate of Amendment dated May 9, 2019 (Incorporated by reference to Form 10 filed on December 19, 2019)
3.5Certificate of Change dated August 30, 2019 (Incorporated by reference to Form 10 filed on December 19, 2019)
4.1Stock Purchase and Sale Agreement between the Company and Lionsgate Funding Group, LLC dated May 23, 2019 (Incorporated by reference to Form 10 filed on December 19, 2019)
4.2

DescriptionMedia and Marketing Services Agreement between Global WholeHealth Partners Corp and Empire Associates, Inc. dated August 18, 2020 (Incorporated by reference to the Form 8-K filed on August 21, 2020) 

4.3

Form of Common Stock Purchase Agreement between Global WholeHealth Partners Corp and EMC2 Capital, LLC dated July 22, 2020 (Incorporated by reference to the Form 8-K filed on July 23, 2020) 

Exhibit 31.1

4.4

Form of Common Stock Purchase Warrant between Global WholeHealth Partners Corp and EMC2 Capital, LLC dated July 22, 2020 (Incorporated by reference to the Form 8-K filed on July 23, 2020) 

4.5Registration Rights Agreement between Global WholeHealth Partners Corp and EMC2 Capital, LLC dated July 22, 2020 (Incorporated by reference to the Form 8-K filed on July 23, 2020)
4.6

Section 302 Form of Stock Purchase Agreement between Global WholeHealth Partners Corp and Geneva Roth Remark Holdings, Inc. dated July 13, 2020 (Incorporated by reference to the Form 10-K filed on September 28, 2020)

4.7Form of Convertible Promissory Note between Global WholeHealth Partners Corp and Geneva Roth Remark Holdings, Inc. dated July 13, 2020 (Incorporated by reference to the Form 10-K filed on September 28, 2020)
4.8Form of Stock Purchase Agreement between Global WholeHealth Partners Corp and Geneva Roth Remark Holdings, Inc. dated August 3, 2020 (Incorporated by reference to the Form 10-K filed on September 28, 2020)
4.9Form of Convertible Promissory Note between Global WholeHealth Partners Corp and Geneva Roth Remark Holdings, Inc. dated August 3, 2020 (Incorporated by reference to the Form 10-K filed on September 28, 2020)
10.1Distribution Agreement and Letter of Exclusivity (Incorporated by reference to Form 10 filed on March 20, 2020)
10.2Form of Promissory Note between LionsGate Funding Group LLC and Global WholeHealth Partners Corp. dated March 29, 2020 (Incorporated by reference to the Form 10-Q filed on May 7, 2020)
10.3Form of convertible promissory Note dated April 18, 2020 (Incorporated by reference to the Form 10-K filed on September 28, 2020)
31.1Certification of Principal Executive Officer

and Principal Financial 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

32.1

Section 302 Certification of Principal Financial/Accounting Officer

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 Document

Document**

*Filed herewith

** 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.

20

SIGNATURESSIGNATURE

 

In accordance withPursuant 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, Chief Financial Officer and Director

(Principal Executive Officer and Principal Financial Officer)

Date: November 12, 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)

 

 

 




16



21