Item 1. Financial Statements

GLOBAL WHOLEHEALTH PARTNERS CORPORATION

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2021 AND 2020

NOTE 1 – Organization and Going Concern

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. The Company’s ticker symbol changed to GWHP.

The Company sells and develops 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.

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 $1,827,644 for the six months ended December 31, 2021 and has an accumulated deficit of $17,833,783 from inception through December 31, 2021. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable.

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

NOTE 2 – Interim Statement Presentation

Basis of Presentation

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

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

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 condensedinterim consolidated financial statements follows:

General

The interim condensed consolidated financial statements included hereinof Global Wholehealth Partners Corporation and its controlled subsidiary, Global WholeHealth Partners Corp, a private Wyoming corporation (collectively, the “Company”), as of December 31, 2021, and for the three and six months ended December 31, 2021 and 2020 have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”SEC”) as promulgated in Item 210for quarterly reports on Form 10-Q and do not include all of Regulation S-X. Certainthe information and footnotenote disclosures normally included in financial statements prepared in accordance withrequired by U.S. generally accepted accounting principles generally accepted in the United States of America (“US GAAP”U.S. 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 unauditedcomplete financial statementsstatements. These Consolidated Financial Statements should therefore be read in conjunction with the financial statementsConsolidated Financial Statements and footnotesNotes thereto for the fiscal year ended June 30, 2014,2021 included in the Company’sour Annual Report on Form 10-K filed with the SEC on September 30, 2014.27, 2021.

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 condensedinterim Consolidated Financial Statements have been prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect amounts reported in the Consolidated Financial Statements and accompanying disclosures. Actual results may differ from those estimates. The accompanying unaudited interim consolidated financial statements have been prepared assumingon the same basis as the audited financial statements and include all adjustments (including normal recurring adjustments) that are, in the Company will continueopinion of management, necessary for a fair presentation of the Company’s consolidated financial position as a going concernof December 31, 2021, results of operations, stockholders’ equity and do not include any adjustments that may result fromcash flows for the outcome of this uncertainty.

Revenue Recognition

three and six months ended December 31, 2021 and 2020. 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 evidencedid not record an income tax provision during the periods presented due to net taxable losses. The results 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)operations for any interim period are based on management's judgments regarding the fixed naturenot necessarily indicative of the selling pricesresults of operations for the products delivered and the collectability of those amounts.entire year.

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 condensedconsolidated financial statements in accordanceconformity with accounting principlesU.S. generally accepted in the United Statesaccounting principles 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 consolidated financial statements and the reported amounts of revenues and expenses during the accounting period. The Company considers its accounting policies relating to convertible debt to be the most significant accounting policy that involves management estimates and judgments. The Company has made accounting estimates based on the facts and circumstances available as of the reporting period.date. Actual resultsamounts could differ from those estimates.these estimates, and such differences could be material.

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

Accounting Pronouncements

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

New Accounting Pronouncements Not Yet Adopted

None.

Accounting Pronouncements Recently Adopted

In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for the Company for fiscal years beginning after December 31, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020 and adoption must be as of the beginning of the Company’s annual fiscal year. The Company adopted ASU 2020-06 beginning with our fiscal year starting on July 1, 2021 with no impact on its Financial Statements. 

In January 2020, the FASB issued ASU 2020-01 - Investments - Equity securities (Topic 321), Investments - Equity method and joint ventures (Topic 323), and Derivatives and hedging (Topic 815) - Clarifying the interactions between Topic 321, Topic 323, and Topic 815. The amendments in this Update improve the accounting for certain equity securities upon the application or discontinuation of the equity method of accounting and clarify the scope considerations for forward contracts and purchased options on certain securities. The amendments are effective for public entities in fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted. The Company adopted ASU 2020-01 beginning with our fiscal year starting on July 1, 2021 with no impact on its Financial Statements.

In December 2019, the FASB issued ASU 2019-12, Income Taxes – Simplifying the Accounting for Income Taxes. The guidance removes certain exceptions for recognizing deferred taxes for equity method investments, performing intra period allocation, and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for goodwill and allocating taxes to members of a consolidated group, among others. This guidance is effective for interim and annual reporting periods beginning after December 15, 2020. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued. The transition requirements are dependent upon each amendment within this update and will be applied either prospectively or retrospectively. The Company adopted ASU 2019-12 effective July 1, 2021 with no impact on its Financial Statements.

NOTE 3 - 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)method. The computation of diluted net income per share does not assume conversion, exercise or contingent issuance of securities that would have an antidilutive effect on earnings per share. Therefore, when calculating EPS if the Company experienced a loss, there is no inclusion of dilutive securities as their inclusion in the EPS calculation is antidilutive. Furthermore, options and warrants will have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options or warrants (they are in the money).

Following is the computation of basic and diluted net loss per share for the three and ninesix months ended MarchDecember 31, 2015; there were no common stock equivalents for the three2021 and nine months ended March 31, 2015.2020:

Reliance on Key Personnel and Consultants

NOTE 3 – Stockholder’s Equity

Preferred Stock

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

NOTE 2 – GOING CONCERN MATTERSCommon Stock

The accompanying unaudited condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities 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 business400,000,000 shares of Common Stock authorized of which 87,984,670 and has generated very little revenues since inception. These factors among others raise substantial doubt about the Company’s ability to continue78,713,899 shares were issued and outstanding as a going concern for a reasonable period of time.

The Company's existence is dependent upon management's ability 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 continue as a going concern.

NOTE 3 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

As of MarchDecember 31, 20152021 and June 30, 2014 accounts payable and accrued liabilities consisted of the following:

NOTE 4 – RELATED 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 - SHAREHOLDER2021, respectively.

On April 15, 2013,20, 2021, the Company received $71,000and Empire Associates, Inc. entered into a Stock Purchase Agreement whereby the Company agreed to issue 250,000 to Empire Associates, Inc. in full satisfaction of the $77,060 paid to Geneva by Empire Associates on issuancebehalf of 8% unsecured promissory note fromthe Company. The shares were issued on September 2, 2021, and are included in the calculation of EPS on an as-if issued basis.

On July 10, 2021, the Company and LionsGate Funding Management LLC (“LGFM”) entered into a shareholder,Media and Marketing Services Agreement (the “MMSA”). Pursuant to the MMSA, 1) LGFM will provide services designed to increase the awareness and visibility in the investment community and market product to distributors throughout the world for a period of 12 months; and 2) the Company will pay LGFM $100,000 and issue 300,000 shares of restricted common stock valued at $129,000. The shares were issued on October 11, 2021 and are included in the calculation of EPS on an as-if issued basis.

On July 22, 2020, the Company entered into a Common Stock Purchase Agreement (the “EMC2 SPA”) and a Registration Rights Agreement with EMC2 Capital, LLC (“EMC2 Capital”) pursuant to which was originally due on April 15, 2014;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 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 forCommon Stock Purchase Agreement (the "Purchase Shares"). During 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, 2013,2021, the Company sold 2,082,287 Purchase Shares to EMC2 Capital at prices ranging from $0.12 - $0.20 and received $40,000 on issuancetotal proceeds 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.$325,000. During the six months ended MarchDecember 31, 20142021, the company repaid $5,000Company sold 5,520,771 Purchase Shares to EMC2 Capital at prices ranging from $0.12 - $0.34 and received total proceeds of $1,400,000.

During the three months ended December 31, 2021, the Company issued 2,750,000 shares in principal on this note.  As of March 31, 2014 the balance on this note was $35,000.exchange for services valued at $690,350. During the six months ended MarchDecember 31, 20142021, the Company issued 3,500,000 shares in exchange for services valued at $1,045,100

Warrants

Each of the Company’s warrants outstanding entitles the holder to purchase one share of the Company’s common stock for each warrant share held. A summary of the Company’s warrants outstanding and 2013,exercisable as of December 31, 2021 and June 30, 2021 is as follows:

NOTE 4 –Transactions with Related Persons

On July 10, 2021, the Company and LionsGate Funding Management LLC (“LGFM”) entered into a Media and Marketing Services Agreement (the “MMSA”). Pursuant to the MMSA, 1) LGFM will provide services designed to increase the awareness and visibility in the investment community and market product to distributors throughout the world for a period of 12 months. Pursuant to the MMSA, during the six months ended December 31, 2021, the Company paid LGFM $100,000 and issued 300,000 shares of restricted common stock.

On July 1, 2021, the Company paid LionsGate Funding Group LLC (“LionsGate”) $24,000 or $21,215 in excess of the balance owing to LionsGate which the Company recorded interest expenseas a receivable. During the three and six months ended December 31, 2021, LionsGate made payments on behalf of $922the company totaling $950 leaving a receivable balance of $20,265.

Beginning in January 2020, the Company utilizes the R&D capabilities of Pan Probe Biotech to perform studies and $1,112, respectively;perform work towards development of the Company’s COVID-19 tests. Dr. Shujie Cui is the Company’s Chief Science Officer and during100% owner of Pan Probe. During the three months ended MarchDecember 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 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, 2013,2021, the Company received $5,000 on issuanceincurred R&D costs 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.$862,092 and paid Pan Probe $400,000 for R&D work. 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 MarchDecember 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, 2014,2020, the Company received $25,000 on issuanceincurred R&D costs 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$55,000 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.paid Pan Probe $55,000 for R&D work. During the six months ended MarchDecember 31, 2014 and 2013,

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2021, the Company recordedincurred R&D costs of $1,369,097 and paid Pan Probe $1,000,000 for R&D work. During the six months ended December 31, 2020, the Company incurred R&D costs of $190,000 and paid Pan Probe $190,000 for R&D work. As of December 31, 2021 and June 30, 2021 the balance due to Pan Probe was $597,577 and $228,480, respectively.

The Company paid rent to Pan Probe on a temporary basis, from April 21, 2020 through October 21, 2020, at a rate of $2,551 per month or $15,306 which was prepaid in full in April 2020. During the three and six months ended December 31, 2020, the Company recognized $2,551 and $10,204 of rent expense related to this arrangement.

Related Party Note

From time-to-time the Company receives shareholder advances from LionsGate to cover operating costs. On March 29, 2020, the Company issued a Promissory Note (the “Note”), and on June 30, 2020, amended the Note (the “Note Amendment”). Pursuant to the Note and Note Amendment, the terms provided for total funding of up to $585,000, interest expenseat the rate of $805% per annum with the principal and $0, respectively;interest due in-full on June 30, 2021. On January 27, 2021, the Company and duringLionsGate entered into a Loan Agreement (the “Loan Agreement”) and Promissory note (the “Promissory Note”) pursuant to which the Company may borrow up to $250,000 at an annual interest rate of 5% and default interest rate of 15%. The Loan Agreement supersedes the Note and Note Amendment and included a beginning balance of $29,951 which was the balance of advances and accrued interest owing under the Note as of January 27, 2021. The Promissory Note matured on December 31, 2021. During the three months ended MarchDecember 31, 20142021 and 2013, recorded2020, LionsGate provided advances totaling $950 and $14,012, respectively. During the six months ended December 31, 2021 and 2020, LionsGate provided advances totaling $950 and $38,422, respectively.

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

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

NOTE 5 – Convertible Promissory Notes

On April 18, 2020, the Company issued five separate unsecured convertible promissory notes in exchange for $95,000 (the "Convertible Notes"). Each Convertible Note contains the same terms and conditions. The Convertible Notes bear interest of $408%, matured in six months on October 17, 2020 and are convertible at any time into shares of restricted common stock at a conversion price of $9.00 per share. The notes are currently in default. The debt discount attributable to the fair value of the beneficial conversion feature amounted to $42,224 for the Convertible Notes and was accreted over the term of the Convertible Notes. In December of 2020, the Company repaid, in-full, two of the Convertible Notes with principal a balance totaling $10,000 and $500 of interest payable. In November of 2021, the Company repaid, in-full, one of the Convertible Notes with principal a balance totaling $50,000 and $6,425 of interest payable. During the three months ended December 31, 2021 and 2020, the Company recognized $1,243 and $1,855, respectively, of interest expense; and $0 and $3,922, respectively, on this note.  Totalof accretion. During the six months ended December 31, 2021 and 2020, the Company recognized $2,957 and $3,771, respectively, of interest expense; and $0 and $25,149, respectively, of accretion. As of December 31, 2021, the Convertible Notes principal balance is $35,000 and accrued interest balance is $4,716

Firstfire Global Opportunities Fund LLC

Firstfire Note No. 1

On June 18, 2021, the Company entered into a Securities Purchase Agreement with Firstfire Global Opportunities Fund LLC ("Firstfire"), for the sale of a secured, 12% senior secured convertible promissory note in the principle amount of $275,000 and 165,000 stock purchase warrants. On July 8, 2021, the Company received $224,500 net of a $25,000 original issue discount and $25,500 of placement agent and legal fees, and issued a senior secured convertible promissory note (the "Firstfire Note No. 1") in the amount of $275,000. The terms of the Firstfire Note No. 1 provide for all principal and interest due in twelve (12) months on June 18, 2022, with $33,000 of interest (i.e., $275,000 x 12%) earned as of March 31, 2014June 18, 2021, interest due upon default of 20% annually, a prepayment penalty of 5% of all outstanding amounts due, and June 30, 2014if the Company triggers and event of default which is $88 and $8, respectively. On February 6, 2015not cured, then the lender agreedtotal of all amounts owing will be increased by 25%, to convertbe paid at the principal balancediscretion of Firstfire, in the noteform of cash or conversion into 20,000 shares of the Company’s common stock. The note holder agreed to forgoFirstfire Note No. 1 is convertible any interest payments due.

On February 6, 2015 the Company agreed to convert the principal outstanding balance of five promissory notestime after June 18, 2021 into shares of common stock at a rateconversion price that is the lesser of $0.10$0.35 per share.  As partshare or seventy percent (70%) of the conversionlowest traded price of our common stock during the note holdersten (10) trading day period prior to conversion. Conversion of the Firstfire Note No. 1 and/or the Firstfire Warrant No. 1 is limited to Firstfire beneficially owning no more than 4.99% of the outstanding common stock of the Company.

Additionally, the Company entered into a Registration Rights Agreement with Firstfire whereby the Company agreed to forgo any interest paymentsfile within 90 days and have declared effective within 120 days from June 18, 2021, a registration statement to cover the shares issuable under the Firstfire Note No. 1 and Firstfire Warrant No. 1. Failure to file within 90 days and have the registration declared effective before 120 days will result in liquidated damages of 1% principal amount.

Due to the Company not filing a registration statement to cover the shares underlying a Firstfire Note No. 1 conversion by the dates specified in the Registration Rights Agreement, the Firstfire Note No. 1 fell into default resulting in the Firstfire Note No. 1 becoming immediately due and the Company recognizing liquidated damages of $2,750 and $77,000 increase in the amount due.

As additional consideration, the Company granted Firstfire a warrant to purchase 165,000 shares of our common stock (the "Firstfire Warrant No. 1") at an exercise price of $0.50 for a period of three (3) years. The Firstfire Warrant No. 1 contains provision for an anti-dilution adjustment and cashless exercise rights if a registration statement covering the resale of the Firstfire Warrant No. 1 shares is not available for the resale of such Firstfire Warrant No. 1 shares. The fair value of the Firstfire Warrant No. 1 was $0.36 per share and was calculated using the Black-Scholes option pricing model with the following assumptions: (1) Stock price of $0.41 per share; (2) exercise price of $0.50 per share; (3) discount rate 0.47% (4) expected life of 3 years, (5) expected volatility of 194.5%, and (6) zero expected dividends. This resulted in allocating $48,849 to the Firstfire Warrant No. 1 and $226,151 to the Firstfire Note No. 1. Then, we calculated the debt discount attributable to the beneficial conversion feature which amounted to $264,372. As a result of the original issue discount, fees, warrant and beneficial conversion feature of the Firstfire Note No. 1, the Company issued 1,380,000 recorded a debt discount of $275,000.

As of September 30, 2021, the Firstfire Note No. 1 is convertible into 1,795,918 shares of common stockstock.

Firstfire Note No. 2

On August 27, 2021, the Company entered into a Securities Purchase Agreement with Firstfire, for the extinguishmentsale of notes payablea secured, 12% senior secured convertible promissory note in the principle amount of $385,000 and 330,000 stock purchase warrants. The Company received $313,700 net of a $35,000 original issue discount and $36,300 of placement agent and legal fees, and issued a senior secured convertible promissory note (the "Firstfire Note No. 2") in the amount of $138,000.

NOTE 7 – STOCKHOLDERS EQUITY

Preferred stock

$385,000. The Company has authorized 10,000,000 sharesterms of preferred stock,the Firstfire Note No. 2 provide for all principal and interest due in twelve (12) months on August 27, 2022, with $46,200 of interest (i.e., $385,000 x 12%) earned as of August 27, 2021, interest due upon default of 20% annually, a par valueprepayment penalty of $0.001 per share. As March 31, 20155% of all outstanding amounts due, and June 30, 2014,if the Company has notriggers and event of default which is not cured, then the total of all amounts owing will be increased by 25%, to be paid at the discretion of Firstfire, in the form of cash or conversion into common stock. The Firstfire Note No. 2 is convertible any time after August 27, 2021 if the underlying shares have an effective registration statement, otherwise, the right of 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 Marchconversion commences after 180 days from August 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 notes2021 into shares of common stock at a rateconversion price that is the lesser of $0.10$0.35 per share.  As partshare or seventy percent (70%) of the lowest traded price of our common stock during the ten (10) trading day period prior to conversion. Conversion of the Firstfire Note No. 2 and/or the Firstfire Warrant No. 2 is limited to Firstfire beneficially owning no more than 4.99% of the outstanding common stock of the Company.

Additionally, the Company entered into a Registration Rights Agreement with Firstfire whereby the Company agreed to file within 90 days and have declared effective within 120 days from August 27, 2021, a registration statement to cover the shares issuable under the Firstfire Note No. 2 and Firstfire Warrant No. 2. Failure to file within 90 days and have the registration declared effective before 120 days will result in liquidated damages of 1% of the principal amount.

Due to the Company not filing a registration statement to cover the shares underlying a Firstfire Note No. 2 conversion by the dates specified in the Registration Rights Agreement, the Firstfire Note No. 2 fell into default resulting in the Firstfire Note No. 2 becoming immediately due and the Company recognizing liquidated damages of $3,850 and $107,800 increase in the amount due.

As additional consideration, the Company granted Firstfire a warrant to purchase 330,000 shares of our common stock (the "Firstfire Warrant No. 2") at an exercise price of $0.50 for a period of three (3) years. The Firstfire Warrant No. 2 contains provision for an anti-dilution adjustment and cashless exercise rights if a registration statement covering the resale of the Firstfire Warrant No. 2 shares is not available for the resale of such Firstfire Warrant No. 2 shares. The fair value of the Firstfire Warrant No. 2 was $0.32 per share and was calculated using the Black-Scholes option pricing model with the following assumptions: (1) Stock price of $0.37 per share; (2) exercise price of $0.50 per share; (3) discount rate 0.41% (4) expected life of 3 years, (5) expected volatility of 184.0%, and (6) zero expected dividends. This resulted in allocating $82,870 to the Firstfire Warrant No. 2 and $302,130 to the Firstfire Note No. 2. Then, we calculated the debt discount attributable to the beneficial conversion feature which amounted to $248,111. As a result of the original issue discount, fees, warrant and beneficial conversion feature of the Firstfire Note No. 2, the Company recorded a debt discount of $385,000.

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

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

Geneva Promissory Note dated April 26, 2021

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

During the six months ended December 31, 2021, the Company made payments totaling $76,230 including principal of $70,780 and interest of $5,450, and recognized accretion of the debt discount of $27,460.

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

On July 13, 2020, August 3, 2020 and September 8, 2020 (the “Issue Dates”), the Company and Geneva entered into separate and identical Securities Purchase Agreements (the "Geneva SPAs"). Pursuant to the Geneva SPAs, Geneva and the Company entered into separate and identical Convertible Promissory Notes also dated as of July 13, 2020, August 3, 2020 and September 8, 2020 for principal amounts of $63,000, $55,000 and $53,000, respectively (the "Geneva CPNs"). Pursuant to the terms of the Geneva CPNs, the Company received net proceeds of $60,000, $52,000 and $50,000 (the proceeds from each note were funded net of $3,000 in legal fees). The Geneva CPNs matured in one year, accrued interest of 10% and, after 180 days, were convertible into shares of common stock any time at a conversion price equal to 58% of the lowest trading price during the twenty-trading day period ending on the latest complete trading day prior to the conversion date. The Geneva CPN’s may be prepaid anytime up to 180 days from issuance with the following prepayment penalties: 1) The period beginning on the Issue Date and ending on the date which is ninety (90) days following the Issue Date, 125%; 2) The period beginning on the date that is ninety-one (91) day from the Issue Date and ending one hundred fifty (150) days following the Issue Date, 135%; and 3) The period beginning on the date that is one hundred fifty-one (151) day from the Issue Date and ending one hundred eighty (180) days following the Issue Date, 139%.

On December 21, 2020, the Company paid $90,487 as full payment of the Geneva CPN dated July 13, 2020. The payment included $63,000 of principal, $2,917 of interest related to the coupon and $24,570 as a prepayment penalty recorded as interest expense.

On February 16, 2021, Empire Associates, Inc., an unaffiliated company, paid off the balance, in-full, on the note holdersdated August 3, 2020. The payment totaled $77,061 and included $55,000 of principal, $3,256 of interest related to the coupon and $18,805 as a prepayment penalty recorded as interest expense. At the time of payoff, the Company and Empire Associates, Inc. had not entered into any agreements related to the payment of the Geneva CPN dated August 3, 2020. On April 20 the Company and Empire Associates, Inc. entered into a Stock Purchase Agreement whereby the Company agreed to forgo any interest payments due.  Theissue 250,000 to Empire Associates, Inc. in full satisfaction of the $77,061 paid to Geneva on behalf of the Company.

On March 15, 2021, the Company issued 1,380,000146,486 shares of common stock to Geneva upon their conversion, in-full, of $53,000 of Principal and $2,650 of unpaid interest owing under the Geneva CPN dated September 8, 2020.

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

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

NOTE 6 - Leases

On September 14, 2021, the Company leased 6,900 square feet of office and light industrial space located at 1130 Calle Cordillera, San Clemente, California and entered into a Standard Multi-Tenant Office Lease (the “Lease”). Pursuant to the Lease the term is five years beginning on October 15, 2021, the Company paid a security deposit of $32,621, and monthly base rent is $9,696 subject to an annual increase of 3% each year.

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

The components of lease expenses are as follows:

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

The Company’s future lease payments, which are presented as current maturities of operating leases and non-current operating lease liabilities on the Company’s balance sheets as of December 31, 2021 are as follows:

NOTE 7 – Commitments and Contingencies

On September 14, 2021, the Company leased 6,900 square feet of office and light industrial space located at 1130 Calle Cordillera, San Clemente, California. See “Note 6 - Leases” for additional information.

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

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

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

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

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

NOTE 8 – Subsequent Events

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

On January 13, 2022, the Board of Directors declared a dividend of two shares of common stock for each one share of common stock of the extinguishment of notesCompany. The record date will be March 31, 2022 and the payable in the amount of $138,000.

date will be April 1, 2022.

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.

ItemItem 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Texas Jack Oil & Gas

Forward-Looking Statements

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

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

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

Except where the context otherwise requires and for purposes of this Form 10-Q only, “we” “us“ “our“ “Company“ “our Company“ and “Global WholeHealth Partners” refer to Global WholeHealth Partners Corporation, is referreda 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 hereinafter as “we”, “our”develop and market in-vitro diagnostic (“IVD”) tests for over-the-counter (“OTC” or consumer), or “us”.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.

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

We have limited revenuessell products internationally which are not FDA approved to sell in the US. These products include an FDA Certificate of Exportability and operating history. Our independent auditor has issuedinclude tests such as Ebola, ZIKA, Dengue, Malaria, Influenza, Tuberculosis, Corona Viruses, and other vector borne diseases.

As a result of the COVID-19 pandemic, the Company became laser focused on developing and selling COVID tests beginning in the second half of fiscal 2020. The Company achieved sales of COVID tests in fiscal 2021 that were sourced from third parties. In addition, over the course of fiscal 2021, the Company continued its efforts to develop an audit opinionRDT, RT-PCR and antigen test. Due to the relatively quick commoditization of COVID-19 tests, the Company’s strategy of selling third party tests until it could complete a COVID test of its own proved ill-timed and caused a drop in sales in the latter part of fiscal 2021. As a result, the Company refocused its attention on marketing its core FDA OTC approved products which includes tests for pregnancy, ovulation, colorectal, drugs of abuse, glucose strips and glucose monitors through various platforms, including Walmart, Amazon and eBay, in addition to the development of a statement expressing substantial doubtCOVID antigen test being developed under a Memorandum of Understanding (“MOU”) dated September 15, 2021 between Global WholeHealth Partners, Avant Gen, Inc. and Pan Probe Biotech. Pursuant to the MOU, the parties thereto have developed a rapid Covid-19 antigen test. The work under the MOU has resulted in the filing of clinical studies with the NIH and we are hoping to receive an FDA EUA approval in fiscal Q3. In addition, the Company has developed a saliva based rapid COVID-19 test not subject to the MOU which the company plans to file with the NIH seeking an FDA EUA which the Company hopes to receive in fiscal Q4.

The Company’s consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and 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 to oura going concern.

The ability of the Company to continue as a going concern as filed in our June 30, 2014 10-K filedis dependent on September 30, 2014. We usedthe Company obtaining adequate capital to own a 3% working interest in one wellfund operating losses until it becomes profitable. If 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/interestCompany is unable to Axiom Group for the release the debts owedobtain adequate capital, it could be forced to Axiom Group.