Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Mar. 31, 2021 | May 05, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --06-30 | |
Entity File Number | 000-56035 | |
Entity Registrant Name | Global Wholehealth Partners Corp | |
Entity Central Index Key | 0001598308 | |
Entity Tax Identification Number | 46-2316220 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 1402 N El Camino Real | |
Entity Address, Address Line Two | San Clemente, California | |
Entity Address, City or Town | California | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 92672 | |
City Area Code | (714) | |
Local Phone Number | 392-9752 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 77,992,236 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2021 | Jun. 30, 2020 |
Current assets: | ||
Cash | $ 829 | $ 14,497 |
Accounts receivable | 651 | |
Prepaid expenses and other current assets | 30,133 | 15,064 |
Inventory, net | 155,058 | 152,147 |
Deferred financing costs | 521,865 | |
Total current assets | 708,536 | 181,708 |
Equipment, net of accumulated depreciation of $776 | 2,729 | |
Total assets | 711,265 | 181,708 |
Current liabilities: | ||
Related party note | 92,177 | 120,965 |
Convertible notes payable, net of discount of $0 and $25,149, respectively | 85,000 | 69,851 |
Notes payable | 77,061 | |
Accounts payable and accrued liabilities | 17,650 | 46,321 |
Related party payables | 631 | 4,306 |
Total current liabilities | 272,519 | 241,443 |
Total liabilities | 272,519 | 241,443 |
Stockholders' equity (deficit): | ||
Preferred stock; $0.001 par value, 10,000,000 shares authorized, no shares issued or outstanding at March 31, 2021 and June 30, 2020 | ||
Common stock; $0.001 par value, 400,000,000 shares authorized, 72,992,236 and 59,966,358 shares issued and outstanding at March 31, 2021 and June 30, 2020, respectively | 72,992 | 59,966 |
Additional paid-in capital | 13,508,797 | 4,628,908 |
Retained deficit | (13,143,043) | (4,748,609) |
Total stockholders' equity (deficit) | 438,746 | (59,735) |
Total liabilities and stockholders' equity (deficit) | $ 711,265 | $ 181,708 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2021 | Jun. 30, 2020 |
Statement of Financial Position [Abstract] | ||
Convertible note payable, net of debt discount | $ 0 | $ 25,149 |
Equipment, net of accumulated depreciation | $ 776 | |
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 72,992,236 | 59,966,358 |
Common stock, shares outstanding | 72,992,236 | 59,966,358 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 2,460 | $ 39,920 | ||
Cost of revenue | 54,540 | 82,671 | ||
Gross profit | (52,080) | (42,751) | ||
Operating expenses: | ||||
Professional fees | 14,400 | 9,000 | 61,625 | 44,900 |
Research and development - related party | 20,000 | 213,310 | ||
Research and development | 10,000 | 443,750 | 20,700 | 443,750 |
Selling, general and administrative - related party | 2,544,000 | 2,582,381 | ||
Selling, general and administrative | 22,980 | 2,629 | 39,260 | 36,625 |
Total operating expense | 2,611,380 | 455,379 | 2,917,276 | 525,275 |
Loss from operations | (2,663,460) | (455,379) | (2,960,027) | (525,275) |
Other income (expense) | ||||
Interest expense | 760,553 | 796,427 | ||
Accretion of debt discount | 57,604 | 157,980 | ||
Loss on related party transfer of intangible assets | 4,480,000 | 4,480,000 | ||
Total other income (expense) | (5,298,157) | (5,434,407) | ||
Net loss | $ (7,961,617) | $ (455,379) | $ (8,394,434) | $ (525,275) |
Basic and Diluted Loss per Common Share | $ (0.12) | $ (0.01) | $ (0.14) | $ (0.01) |
Weighted average number of common shares outstanding - basic and diluted | 65,856,044 | 58,116,358 | 62,047,517 | 57,343,755 |
Consolidated Statements Of Stoc
Consolidated Statements Of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Common Stock Payable [Member] | Retained Deficit [Member] | Total |
Balance, common shares at Jun. 30, 2019 | 56,116,358 | ||||
Balance, amount at Jun. 30, 2019 | $ 56,116 | $ 426,784 | $ (463,082) | $ 19,818 | |
Net loss | (18,798) | (18,798) | |||
Balance, common shares at Sep. 30, 2019 | 56,116,358 | ||||
Balance, amount at Sep. 30, 2019 | $ 56,116 | 426,784 | (481,880) | 1,020 | |
Balance, common shares at Jun. 30, 2019 | 56,116,358 | ||||
Balance, amount at Jun. 30, 2019 | $ 56,116 | 426,784 | (463,082) | 19,818 | |
Net loss | (525,275) | ||||
Balance, common shares at Mar. 31, 2020 | 58,116,358 | ||||
Balance, amount at Mar. 31, 2020 | $ 58,116 | 888,534 | (988,357) | (41,707) | |
Balance, common shares at Sep. 30, 2019 | 56,116,358 | ||||
Balance, amount at Sep. 30, 2019 | $ 56,116 | 426,784 | (481,880) | 1,020 | |
Common stock issued to related party for cash at $0.01 per share, shares | 2,000,000 | ||||
Common stock issued to related party for cash at $0.01 per share, amount | $ 2,000 | 18,000 | 20,000 | ||
Net loss | (51,098) | (51,098) | |||
Balance, common shares at Dec. 31, 2019 | 58,116,358 | ||||
Balance, amount at Dec. 31, 2019 | $ 58,116 | 444,784 | (532,978) | (30,078) | |
Forgivness of related party advances | 443,750 | 443,750 | |||
Net loss | (455,379) | (455,379) | |||
Balance, common shares at Mar. 31, 2020 | 58,116,358 | ||||
Balance, amount at Mar. 31, 2020 | $ 58,116 | 888,534 | (988,357) | $ (41,707) | |
Balance, common shares at Jun. 30, 2020 | 59,966,358 | 59,966,358 | |||
Balance, amount at Jun. 30, 2020 | $ 59,966 | 4,628,908 | (4,748,609) | $ (59,735) | |
Common stock issued for cash, value | 340,000 | 340,000 | |||
Discount on convertible promissory notes due to beneficial conversion feature | 123,831 | 123,831 | |||
Net loss | (247,163) | (247,163) | |||
Balance, common shares at Sep. 30, 2020 | 59,966,358 | ||||
Balance, amount at Sep. 30, 2020 | $ 59,966 | 4,752,739 | 340,000 | (4,995,772) | $ 156,933 |
Balance, common shares at Jun. 30, 2020 | 59,966,358 | 59,966,358 | |||
Balance, amount at Jun. 30, 2020 | $ 59,966 | 4,628,908 | (4,748,609) | $ (59,735) | |
Net loss | $ (8,394,434) | ||||
Balance, common shares at Mar. 31, 2021 | 72,992,236 | 72,992,236 | |||
Balance, amount at Mar. 31, 2021 | $ 72,992 | 13,508,797 | (13,143,043) | $ 438,746 | |
Balance, common shares at Sep. 30, 2020 | 59,966,358 | ||||
Balance, amount at Sep. 30, 2020 | $ 59,966 | 4,752,739 | 340,000 | (4,995,772) | 156,933 |
Common stock issued for cash, value | 90,000 | 90,000 | |||
Net loss | (185,654) | (185,654) | |||
Balance, common shares at Dec. 31, 2020 | 59,966,358 | ||||
Balance, amount at Dec. 31, 2020 | $ 59,966 | 4,752,739 | 430,000 | (5,181,426) | 61,279 |
Common stock issued for cash, shares | 514,298 | ||||
Common stock issued for cash, value | $ 514 | 429,486 | (430,000) | ||
Common stock issued upon conversion of convertible promissory note, shares | 146,486 | ||||
Common stock issued upon conversion of convertible promissory note, value | $ 147 | 55,503 | 55,650 | ||
Common stock issued for services, shares | 2,950,000 | ||||
Common stock issued for services, value | $ 2,950 | 2,541,050 | 2,544,000 | ||
Common stock issued for license agreements with Charles Strongo, shares | 8,000,000 | ||||
Common stock issued for license agreements with Charles Strongo, value | $ 8,000 | 4,472,000 | 4,480,000 | ||
Common stock issued as compensation for financings, shares | 1,415,094 | ||||
Common stock issued as compensation for financings, value | $ 1,415 | 1,258,019 | 1,259,434 | ||
Net loss | (7,961,617) | $ (7,961,617) | |||
Balance, common shares at Mar. 31, 2021 | 72,992,236 | 72,992,236 | |||
Balance, amount at Mar. 31, 2021 | $ 72,992 | $ 13,508,797 | $ (13,143,043) | $ 438,746 |
Consolidated Statements Of St_2
Consolidated Statements Of Stockholders' Equity (Deficit) (Parenthetical) | Dec. 31, 2019$ / shares |
Statement of Stockholders' Equity [Abstract] | |
Stock issued to related party price per share | $ 0.01 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (8,394,434) | $ (525,275) |
Adjustments to reconcile net loss to net cash flows used in operating activities: | ||
Depreciation and amortization | 776 | |
Amortization of debt discount | 157,980 | |
Interest recorded on compensatory warrants | 737,569 | |
Common stock issued for services | 2,544,000 | |
Loss on related party transfer of intangible assets | 4,480,000 | |
Changes in operating assets and liabilities: | ||
(Increase) decrease in accounts receivable | 651 | |
(Increase) decrease in prepaid expenses and other current assets | 15,069 | |
(Increase) decrease in inventory | 2,911 | 23,372 |
Increase (decrease) in accounts payable and accrued expenses | (3,960) | 1,272 |
Increase (decrease) related party payables | (161) | 1,500 |
Net cash flows used in operating activities | (496,861) | (102,125) |
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 | 430,000 | 20,000 |
Proceeds from convertible promissory notes | 162,000 | |
Payments on convertible promissory notes | (73,000) | |
Proceeds from related party note, net | 105,198 | 62,875 |
Payments of related party note | (137,500) | |
Net cash flows from financing activities | 486,698 | 82,875 |
Change in cash, cash equivalents, and restricted cash | (13,668) | (19,250) |
Cash, cash equivalents, and restricted cash at beginning of period | 14,497 | 19,918 |
Cash, cash equivalents, and restricted cash at end of period | 829 | 668 |
Supplemental disclosure of cash flow information: | ||
Interest paid in cash | 27,987 | |
Income taxes paid in cash | ||
Supplemental disclosure of non-cash transactions: | ||
Common stock issued for conversion of note payable | 55,650 | |
Debt discount recorded for beneficial conversion feature | $ 123,831 |
Organization, Basis Of Presenta
Organization, Basis Of Presentation And Going Concern | 9 Months Ended |
Mar. 31, 2021 | |
Organization Basis Of Presentation And Going Concern | |
Organization, Basis of Presentation and Going Concern | 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 unaudited interim condensed consolidated financial statements of Global WholeHealth Partners Corporation and Subsidiary (the “ Company The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting periods. Actual results may differ from those estimates. The interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2020. In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments (including normal recurring adjustments) necessary for the fair presentation of the Company’s financial position as of March 31, 2021, results of operations for the three and nine months ended March 31, 2021 and 2020, and stockholders’ equity and cash flows for the three and nine months ended March 31, 2021 and 2020. The Company did not record an income tax provision during the periods presented due to net taxable losses. The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year. Risks and Uncertainties In December 2019, an outbreak of the COVID-19 virus was reported in Wuhan, China. On March 11, 2020, the World Health Organization declared the COVID-19 virus a global pandemic and on March 13, 2020, President Donald J. Trump declared the virus a national emergency in the United States. This highly contagious disease has spread to most of the countries in the world and throughout the United States, creating a serious impact on customers, workforces and suppliers, disrupting economies and financial markets, and potentially leading to a world-wide economic downturn. It has caused a disruption of the normal operations of many businesses, including the temporary closure or scale-back of business operations and/or the imposition of either quarantine or remote work or meeting requirements for employees, either by government order or on a voluntary basis. The pandemic may adversely affect our operations, our employees and our employee productivity. It may also impact the ability of our subcontractors, partners, and suppliers to operate and fulfill their contractual obligations, and result in an increase in costs, delays or disruptions in performance. Our employees are working remotely and using various technologies to perform their functions. In reaction to the spread of COVID-19 in the United States, many businesses have instituted social distancing policies, including the closure of offices and worksites and deferring planned business activity. The disruption and volatility in the global and domestic capital markets may increase the cost of capital and limit our ability to access capital. Both the health and economic aspects of the COVID-19 virus are highly fluid and the future course of each is uncertain. For these reasons and other reasons that may come to light if the coronavirus pandemic and associated protective or preventative measures expand, we may experience a material adverse effect on our business operations, revenues and financial condition; however, its ultimate impact is highly uncertain and subject to change. Going Concern The Company’s consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs to allow it to continue as a going concern. 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. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Mar. 31, 2021 | |
Significant Accounting Policies | |
Significant Accounting Policies | NOTE 2 – Significant Accounting Policies New Accounting Pronouncements Not Yet Adopted We evaluate all Accounting Standards Updates (ASUs) issued by the Financial Accounting Standards Board (FASB) for consideration of their applicability. ASUs not included in our disclosures were assessed and determined to be either not applicable or are not expected to have a material impact on our Consolidated Financial Statements. Accounting 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. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure 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. The estimates made by management primarily relate to accounts receivable, inventories, deferred income tax valuation allowances, and identifiable intangible assets. 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. During the three and nine months ended March 31, 2021, the Company recognized a $51,615 and $51,615 adjustment to reduce the value of inventory due primarily to the reduction in selling prices of COVID-19 test inventory. Equipment Fixed assets are carried at cost, less accumulated depreciation. Major improvements are capitalized, while repair and maintenance are expensed when incurred. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in that period. Depreciation is computed on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are: Estimated Useful Lives Computer equipment and software 3 years Equipment, furniture and fixtures 5 years Intangible assets Other definite-lived intangible assets are amortized over their useful lives. The Company reviews the recoverability of long-lived assets whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. Revenue Recognition The Company recognizes revenue from operations through the sale of products. Product revenue is comprised of the sale of consumables. To date, all products sold have been fully paid for in advance of shipment. Revenue is recognized when control of products and services is transferred to the customer in an amount that reflects the consideration that the Company expects to receive from the customer in exchange for those products and services. This process involves identifying the contract with the customer, determining the performance obligations in the contract, determining the contract price, allocating the contract price to the distinct performance obligations in the contract, if applicable, and recognizing revenue when the performance obligations have been satisfied. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. The Company considers a performance obligation satisfied once it has transferred control of a good or service to the customer, meaning the customer has the ability to use and obtain the benefit of the good or service. The Company recognizes revenue for satisfied performance obligations only when it determines there are no uncertainties regarding payment terms or transfer of control. Revenue from product sales is generally recognized upon shipment to the end customer, which is when control of the product is deemed to be transferred. Invoicing typically occurs prior to shipment and the term between invoicing and when payment is due is not significant. Revenue is recorded net of discounts, and sales taxes collected on behalf of governmental authorities. Sales commissions are recorded as selling and marketing expenses when incurred. The Company records any payments received from customers prior to the Company fulfilling its performance obligation(s) as deferred revenue. The Company had a total of three sales totaling $2,460 during the three months ended march 31, 2021 with each customer representing greater than 10% of sales. The Company had one customer that represented 56.9% of revenue for the nine months ended March 31, 2021. No other customers accounted for more than 10% of sales during the nine months ended March 31, 2021. Net Income (Loss) Per Share Basic net loss per common share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted net loss per common share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common share equivalents outstanding for the period determined using the treasury-stock method. Dilutive common stock equivalents are comprised of convertible notes. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position. The potentially dilutive securities that would be anti-dilutive due to the Company’s net loss are not included in the calculation of diluted net loss per share attributable to common stockholders. The anti-dilutive securities are as follows (in common stock equivalent shares): March 31, 2021 2020 Convertible promissory notes 10,221 — Warrants 2,000,000 — |
Equipment
Equipment | 9 Months Ended |
Mar. 31, 2021 | |
Equipment | |
Equipment | NOTE 3 – Equipment Equipment consists of the following: March 31, June 30, 2021 2020 Computers, office equipment and software $ 3,505 $ — Total equipment 3,505 — Accumulated depreciation (776 ) — Equipment, net $ 2,729 $ — During the nine months ended March 31, 2021, the Company purchased $3,505 of computer equipment. During the three and nine months ended March 31, 2021, the Company recognized depreciation expense of $291 and $776, respectively. |
Stockholder's Equity
Stockholder's Equity | 9 Months Ended |
Mar. 31, 2021 | |
Stockholders Equity | |
Stockholder’s Equity | NOTE 4 – Stockholder’s Equity Preferred Stock The Company has Preferred stock: $0.001 par value; 10,000,000 shares authorized with no shares issued and outstanding. Common Stock The Company has 400,000,000 shares of Common Stock authorized of which 72,992,236 shares were issued and outstanding as of March 31, 2021 and 59,966,358 as of June 30, 2020. On March 30, 2021, the Company entered into a License Agreement (the “ IP License Agreement On March 15, 2021, the Company issued 146,486 shares to Geneva Roth Remark Holdings, Inc. For additional information see “NOTE 6 – Convertible Promissory Notes” below. On February 21, the Company agreed to issue and on February 25, issued 1,750,000 shares to LionsGate. The Company recorded compensation expense of $1,680,000. On January 12, 2021, the Company entered into a License Agreement (the “ Patent License Agreement On January 5, 2021, the Board appointed a new member, Dr. Miriam Lisbeth Paez De La Cerda and issued 200,000 shares of restricted common stock to each of the six Directors for a total issuance of 1,200,000 shares valued at $0.72 per share, the closing price of our common stock on January 5, 2020. On December 15, 2020, the Company sold 250,000 shares of restricted common stock for $0.36 per share and received $90,000. These shares were issued on February 5, 2021, and are included in the earnings per share calculation on an as-if-issued basis. On September 24, 2020, the Company and Dr. Scott Ford, Director, entered into a subscription agreement for the purchase 219,298 shares of restricted common stock at a price of $1.14 per share which represents a 50% discount to the share price due to the lack of marketability and the thinly traded nature of our common stock on the OTC. These shares were issued on February 5, 2021, and are included in the earnings per share calculation on an as-if-issued basis. On July 22, 2020, the Company entered into a Common Stock Purchase Agreement (the “ EMC2 SPA EMC2 Capital Purchase Shares Commitment Shares Commitment Warrant The value of the Commitment Shares on the Measurement Date was $0.89 per share or $1,259,000. The value of the Commitment Warrant on the Measurement Date was $1,780,000 as calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) Stock price of $0.89 per share; (2) exercise price of $0.001 per share; (3) discount rate 0.73% (4) expected life of 4.33 years, (5) expected volatility of 227%, and (6) zero expected dividends. As a result of the Securities and Exchange Commission (“ SEC On July 9, 2020, the Company and Dr. Scott Ford, Director, entered into a subscription agreement for the purchase 45,000 shares of restricted common stock at a price of $2.00 per share which represents a 50% discount to the share price due to the lack of marketability and the thinly traded nature of our common stock on the OTC. These shares were issued on February 5, 2021, and are included in the earnings per share calculation on an as-if-issued basis. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions | |
Related Party Transactions | NOTE 5 – Related Party Transactions On March 30, 2021, the Company entered into a five-year License Agreement with Charles Strongo and issued 5,000,000 shares of restricted common stock. For additional information, see “NOTE 4 – Stockholder’s Equity.” On February 21, the Company agreed to issue and on February 25, issued 1,750,000 shares to LionsGate. The Company recorded compensation expense of $1,680,000. On January 12, 2021, the Company entered into a five-year License Agreement with Charles Strongo and issued 3,000,000 shares of restricted common stock. For additional information, see “NOTE 4 – Stockholder’s Equity.” On January 5, 2021, the Board appointed a new member, Dr. Miriam Lisbeth Paez De La Cerda and issued 200,000 shares of restricted common stock to each of the six Directors for a total issuance of 1,200,000 shares valued at $0.72 per share. On July 9, 2020 and September 24, 2020, 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 4 – Stockholders’ Equity” above for additional information. Beginning in January 2020, the Company utilizes the R&D capabilities of Pan Probe Biotech to perform studies in validation of the Company’s COVID-19 tests. Additionally, the Company is renting space at Pan Probe on a temporary basis, from April 21, 2020 through October 21, 2020, at a rate of $2,551 per month and which was prepaid in full in April 2020. Dr. Shujie Cui is the Company’s Chief Science Officer and 100% owner of Pan Probe. During the three and nine months ended March 31, 2021, the Company paid a total of $0 and $190,000 to Pan Probe and recognized $0 and $10,204 of rent expense. Related Party Note From time-to-time the Company receives shareholder advances from LionsGate Funding Group LLC (“ LionsGate Note Note Amendment Loan Agreement Promissory Note LionsGate provided non interest bearing advances during the three and nine months ended March 31, 2020 of $455,950 and $506,625, respectively. During the three and nine months ended March 31, 2021, the Company recognized $584 and $1,212, respectively, of interest expense related to the Note and Loan Agreement. As of March 31, 2021, the Note principal balance is $92,177 and accrued interest balance is $514. |
Convertible Promissory Notes
Convertible Promissory Notes | 9 Months Ended |
Mar. 31, 2021 | |
Convertible Promissory Notes | |
Convertible Promissory Notes | 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 Related to the Convertible Notes, during the three and nine months ended March 31, 2021, the Company recognized $1,677 and $5,448, respectively, of interest expense; and $3,922 and $42,224, respectively, of accretion. As of March 31, 2021, the Convertible Notes principal balance is $85,000 and accrued interest balance is $6,489. On July 13, 2020 and August 3, 2020 and September 8, 2020 (the “ Issue Dates Geneva Geneva SPAs Geneva CPNs On December 21, 2020, the Company paid $90,487 as full payment of the Geneva CPN dated July 13, 2020. The payment included $63,000 of principal, $2,917 of interest related to the coupon and $24,570 as a prepayment penalty recorded as interest expense. On February 16, 2021, Empire Associates, Inc., an unaffiliated company, paid off the balance, in-full, on the note dated August 3, 2020. The payment totaled $77,061 and included $55,000 of principal, $3,256 of interest related to the coupon and $18,805 as a prepayment penalty recorded as interest expense. At the time of payoff, the Company and Empire Associates, Inc. had not entered into any agreements related to the payment of the Geneva CPN dated August 3, 2020. On April 20 the Company and Empire Associates, Inc. entered into a Stock Purchase Agreement whereby the Company issued 250,000 to Empire Associates, Inc. in full satisfaction of the $77,061 paid to Geneva on behalf of the Company. On March 15, 2021, the Company issued 146,486 shares of common stock to Geneva upon their conversion, in-full, of $53,000 of Principal and $2,650 of unpaid interest owing under the Geneva CPN dated September 8, 2020. The debt discount attributable to the legal fees paid in originating and fair value of the beneficial conversion feature contained in the Geneva CPNs amounted to $132,831 and is being accreted over the term of the Geneva CPNs. In the event a Geneva CPN is paid in advance of its maturity date, the future accretion is recorded in the period the related Geneva CPN is repaid. Related to the Geneva CPNs, during the three and nine months ended March 31, 2021, the Company recognized $20,723 and $52,754, respectively, of interest expense; and $53,682 and $132,831, respectively, of accretion. As of March 31, 2021, a balance of $77,061 is recorded to current liabilities. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Mar. 31, 2021 | |
Subsequent Events | |
Subsequent Events | NOTE 7 – Subsequent Events Management has reviewed material events subsequent of the period ended March 31, 2021 and prior to the filing of our consolidated financial statements in accordance with FASB ASC 855 “Subsequent Events”. On April 12, 2021, the Company and Nunzia Pharmaceutical, Inc. entered into a Mutual Sales and Marketing Agreement (the “MSMA”). Pursuant to the terms of the MSMA, each company has mutual abilities to share their products for sale under nonexclusive but favorable conditions and prices. The duration of the agreement is for an initial period of five years commencing on April 12, 2021. The Company agreed to issue 5,000,000 shares of its restricted common stock to Nunzia and Nunzia agreed to issue 5,000,000 shares of its restricted common stock to the Company as consideration for the MSMA. On April 20, 2021, the Company and Empire Associates, Inc. entered into a Stock Purchase Agreement whereby the Company issued 250,000 to Empire Associates, Inc. in full satisfaction of the $77,060 paid to Geneva on behalf of the Company. On April 26, 2021, the Company and Geneva entered into a Securities Purchase Agreement (the " SPA Geneva Promissory Note Geneva Warrant As a condition to the Creditor’s entry into the Geneva Promissory Note, the Company issued Geneva a Stock Purchase Warrant (the “ Geneva Warrant |
Organization, Basis Of Presen_2
Organization, Basis Of Presentation And Going Concern (Policies) | 9 Months Ended |
Mar. 31, 2021 | |
Disclosure Basis Of Presentation Organization And Going Concern Policies Abstract | |
Organization | 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 | Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements of Global WholeHealth Partners Corporation and Subsidiary (the “ Company The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting periods. Actual results may differ from those estimates. The interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2020. In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments (including normal recurring adjustments) necessary for the fair presentation of the Company’s financial position as of March 31, 2021, results of operations for the three and nine months ended March 31, 2021 and 2020, and stockholders’ equity and cash flows for the three and nine months ended March 31, 2021 and 2020. The Company did not record an income tax provision during the periods presented due to net taxable losses. The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year. |
Risks and Uncertainties | Risks and Uncertainties In December 2019, an outbreak of the COVID-19 virus was reported in Wuhan, China. On March 11, 2020, the World Health Organization declared the COVID-19 virus a global pandemic and on March 13, 2020, President Donald J. Trump declared the virus a national emergency in the United States. This highly contagious disease has spread to most of the countries in the world and throughout the United States, creating a serious impact on customers, workforces and suppliers, disrupting economies and financial markets, and potentially leading to a world-wide economic downturn. It has caused a disruption of the normal operations of many businesses, including the temporary closure or scale-back of business operations and/or the imposition of either quarantine or remote work or meeting requirements for employees, either by government order or on a voluntary basis. The pandemic may adversely affect our operations, our employees and our employee productivity. It may also impact the ability of our subcontractors, partners, and suppliers to operate and fulfill their contractual obligations, and result in an increase in costs, delays or disruptions in performance. Our employees are working remotely and using various technologies to perform their functions. In reaction to the spread of COVID-19 in the United States, many businesses have instituted social distancing policies, including the closure of offices and worksites and deferring planned business activity. The disruption and volatility in the global and domestic capital markets may increase the cost of capital and limit our ability to access capital. Both the health and economic aspects of the COVID-19 virus are highly fluid and the future course of each is uncertain. For these reasons and other reasons that may come to light if the coronavirus pandemic and associated protective or preventative measures expand, we may experience a material adverse effect on our business operations, revenues and financial condition; however, its ultimate impact is highly uncertain and subject to change. |
Going Concern | 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. 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. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2021 | |
Disclosure Summary Of Significant Accounting Policies Policies Abstract | |
New Accounting Pronouncements Not Yet Adopted | New Accounting Pronouncements Not Yet Adopted We evaluate all Accounting Standards Updates (ASUs) issued by the Financial Accounting Standards Board (FASB) for consideration of their applicability. ASUs not included in our disclosures were assessed and determined to be either not applicable or are not expected to have a material impact on our Consolidated Financial Statements. |
Accounting Pronouncements Recently Adopted | Accounting Pronouncements Recently Adopted None. |
Principles of Consolidation | 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. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure 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. The estimates made by management primarily relate to accounts receivable, inventories, deferred income tax valuation allowances, and identifiable intangible assets. |
Inventory | 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. During the three and nine months ended March 31, 2021, the Company recognized a $51,615 and $51,615 adjustment to reduce the value of inventory due primarily to the reduction in selling prices of COVID-19 test inventory. |
Equipment | 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 software 3 years Equipment, furniture and fixtures 5 years |
Intangible assets | Intangible assets Other definite-lived intangible assets are amortized over their useful lives. The Company reviews the recoverability of long-lived assets whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue from operations through the sale of products. Product revenue is comprised of the sale of consumables. To date, all products sold have been fully paid for in advance of shipment. Revenue is recognized when control of products and services is transferred to the customer in an amount that reflects the consideration that the Company expects to receive from the customer in exchange for those products and services. This process involves identifying the contract with the customer, determining the performance obligations in the contract, determining the contract price, allocating the contract price to the distinct performance obligations in the contract, if applicable, and recognizing revenue when the performance obligations have been satisfied. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. The Company considers a performance obligation satisfied once it has transferred control of a good or service to the customer, meaning the customer has the ability to use and obtain the benefit of the good or service. The Company recognizes revenue for satisfied performance obligations only when it determines there are no uncertainties regarding payment terms or transfer of control. Revenue from product sales is generally recognized upon shipment to the end customer, which is when control of the product is deemed to be transferred. Invoicing typically occurs prior to shipment and the term between invoicing and when payment is due is not significant. Revenue is recorded net of discounts, and sales taxes collected on behalf of governmental authorities. Sales commissions are recorded as selling and marketing expenses when incurred. The Company records any payments received from customers prior to the Company fulfilling its performance obligation(s) as deferred revenue. The Company had a total of three sales totaling $2,460 during the three months ended march 31, 2021 with each customer representing greater than 10% of sales. The Company had one customer that represented 56.9% of revenue for the nine months ended March 31, 2021. No other customers accounted for more than 10% of sales during the nine months ended March 31, 2021. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Basic net loss per common share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted net loss per common share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common share equivalents outstanding for the period determined using the treasury-stock method. Dilutive common stock equivalents are comprised of convertible notes. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position. The potentially dilutive securities that would be anti-dilutive due to the Company’s net loss are not included in the calculation of diluted net loss per share attributable to common stockholders. The anti-dilutive securities are as follows (in common stock equivalent shares): March 31, 2021 2020 Convertible promissory notes 10,221 — Warrants 2,000,000 — |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Disclosure Summary Of Significant Accounting Policies Tables Abstract | |
Summary of Estimated Useful Lives of Depreciable Assets | The estimated useful lives of depreciable assets are: Estimated Useful Lives Computer equipment and software 3 years Equipment, furniture and fixtures 5 years |
Schedule of Potentially Dilutive Securities in common stock equivalent shares | The anti-dilutive securities are as follows (in common stock equivalent shares): March 31, 2021 2020 Convertible promissory notes 10,221 — Warrants 2,000,000 — |
Equipment (Tables)
Equipment (Tables) | 9 Months Ended |
Mar. 31, 2021 | |
Disclosure Equipment Tables Abstract | |
Summary Of Equipment | Equipment consists of the following: March 31, June 30, 2021 2020 Computers, office equipment and software $ 3,505 $ — Total equipment 3,505 — Accumulated depreciation (776 ) — Equipment, net $ 2,729 $ — |
Significant Accounting Polici_4
Significant Accounting Policies (Estimated Economic Useful Lives of Depreciable Assets) (Details) | 9 Months Ended |
Mar. 31, 2021 | |
Computer, Office Equipment And Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Economic Useful Lives of Assets | 3 years |
Equipment,Furniture And Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Economic Useful Lives of Assets | 5 years |
Significant Accounting Polici_5
Significant Accounting Policies (Convertible Promissory Notes) (Details) - shares | 9 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Convertible Promissory Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities in common stock equivalent shares | 10,221 | |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities in common stock equivalent shares | 2,000,000 |
Equipment (Details)
Equipment (Details) - USD ($) | Mar. 31, 2021 | Jun. 30, 2020 |
Total Equipment | $ 3,505 | |
Accumulated depreciation | 776 | |
Equipment, Net | 2,729 | |
Computer, Office Equipment And Software [Member] | ||
Total Equipment | $ 3,505 |
Significant Accounting Polici_6
Significant Accounting Policies (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Mar. 31, 2021 | Mar. 31, 2021 | |
Inventory reverse | $ 51,615 | $ 51,615 |
Customer One [Member] | ||
Customer concentration percentage | 56.90% |
Equipment (Narrative) (Details)
Equipment (Narrative) (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Equipment Narrative | |
Depreciation | $ 291 |
Stockholder's Equity (Narrative
Stockholder's Equity (Narrative) (Details) - USD ($) | Mar. 30, 2021 | Mar. 03, 2021 | Feb. 25, 2021 | Jan. 12, 2021 | Jan. 05, 2021 | Dec. 15, 2020 | Sep. 24, 2020 | Jul. 22, 2020 | Jul. 09, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Jun. 30, 2020 |
Loss on related party transfer of intangible assets | $ 4,480,000 | $ 4,480,000 | |||||||||||||
Sale of restricted common stock | 72,992,236 | 72,992,236 | 59,966,358 | ||||||||||||
Proceeds from sale of common stock | $ 430,000 | $ 20,000 | |||||||||||||
Restricted Common Stock [Member] | |||||||||||||||
Stock price per share | $ 0.36 | ||||||||||||||
Sale of restricted common stock | 250,000 | ||||||||||||||
Proceeds from sale of common stock | $ 90,000 | ||||||||||||||
Subscription Agreement [Member] | Dr. Scott Ford [Member] | Restricted Common Stock [Member] | |||||||||||||||
Purchase of common stock shares | 219,298 | ||||||||||||||
Agreement description | The Company and Dr. Scott Ford, Director, entered into a subscription agreement for the purchase 219,298 shares of common stock at a price of $1.14 per share which represents a 50% discount to the share price due to the lack of marketability and the thinly traded nature of our common stock on the OTC. These shares were issued on February 5, 2021, and are included in the earnings per share calculation on an as-if-issued basis. | ||||||||||||||
Stock issued for purchase agreement | 340,000 | ||||||||||||||
Common Stock Purchase Agreement (the EMC2 SPA) and a Registration Rights Agreement with EMC2 Capital, LLC [Member] | |||||||||||||||
Agreement description | On July 22, 2020, the Company entered into a Common Stock Purchase Agreement (the “EMC2 SPA”) and a Registration Rights Agreement with EMC2 Capital, LLC (“EMC2 Capital”) pursuant to which EMC2 Capital agreed to invest up to One Hundred Million Dollars ($100,000,000) to purchase the Company’s common stock at a purchase price as defined in the Common Stock Purchase Agreement (the "Purchase Shares"). As consideration for entry into the EMC2 SPA, the Company agreed to issue 1,415,094 shares of common stock (the "Commitment Shares") and a warrant to purchase up roto two million (2,000,000) shares of common stock (the “Commitment Warrant”). The Commitment Warrant vests upon issuance, expires on its fifth anniversary and had an initial exercise price of $1.59 per share subject to adjustment whereby in the event that the bid price drops below the exercise price, at any time, the exercise price will decease by a prescribed amonut. If the bid price drops below $0.59 per share, the exercise price would be adjusted to par value, or $0.001 per share. Additionally, the Company agreed to file a Registration Rights Agreement as an inducement to EMC2 Capital to execute and deliver the Common Stock Purchase Agreement, whereby the Company agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, and applicable state securities laws, with respect to the shares of common stock issuable for EMC2 Capital’s investment pursuant to the Common Stock Purchase Agreement | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Restricted common stock issued | 1,750,000 | ||||||||||||||
Purchase of common stock shares | 2,000,000 | ||||||||||||||
Compensation expense | $ 1,680,000 | ||||||||||||||
Stock issued for purchase agreement | 514,298 | ||||||||||||||
Common Stock [Member] | Each Director [Member] | |||||||||||||||
Restricted common stock issued | 200,000 | ||||||||||||||
Stock price per share | $ 0.72 | ||||||||||||||
Common Stock [Member] | Six Director [Member] | |||||||||||||||
Restricted common stock issued | 1,200,000 | ||||||||||||||
Common Stock [Member] | Dr. Scott Ford [Member] | |||||||||||||||
Purchase of common stock shares | 45,000 | ||||||||||||||
Stock price per share | $ 1.14 | $ 2 | |||||||||||||
Agreement description | The Company and Dr. Scott Ford, Director, entered into a subscription agreement for the purchase 45,000 shares of common stock at a price of $2.00 per share which represents a 50% discount to the share price due to the lack of marketability and the thinly traded nature of our common stock on the OTC. These shares were issued on February 5, 2021, and are included in the earnings per share calculation on an as-if-issued basis. | ||||||||||||||
Common Stock [Member] | IP License Agreement [Member] | |||||||||||||||
Restricted common stock issued | 5,000,000 | ||||||||||||||
Stock price per share | $ 0.62 | ||||||||||||||
Agreement description | The Company entered into a License Agreement (the “IP License Agreement”) with Charles Strongo. Under the terms of the IP License Agreement, the Company has the exclusive license to use the intellectual property, “A Rapid, Micro-Welt or Later flow text for Parkinson’s, Dementia, or Alzheimer or ASD.” The Company agreed to issue 5,000,000 shares of common stock and pay a 2% fee of gross sales from use of the intellectual property. The duration of the IP License Agreement is for an initial period of five years. The IP License Agreement was initially valued at $0.62 per share or $3,100,000. Due to the related party nature of the transfer and the absence of historical cost records, the full $3,100,000 was expensed within “Loss on related party transfer of intangible assets.” | ||||||||||||||
Loss on related party transfer of intangible assets | $ 3,100,000 | ||||||||||||||
Common Stock [Member] | Patent License Agreement [Member] | |||||||||||||||
Restricted common stock issued | 3,000,000 | ||||||||||||||
Stock price per share | $ 0.46 | ||||||||||||||
Agreement description | The Company entered into a License Agreement (the “Patent License Agreement”) with Charles Strongo. Under the terms of the Patent License Agreement, the Company has the exclusive license to manufacture, sell and license to be manufactured the only Biodegradable plastic for medical devices. The devices include cassettes, midstream, small buffer bottles, urine cups, and any other plastic type of medical device used in testing or for medical services under provisional patent number 63/054,139. The Company agreed to issue 3,000,000 shares of restricted common stock and pay a 2% fee of gross sales from use of the patent. The duration of the Patent License Agreement is for an initial period of five years. The Patent License Agreement was valued at $0.46 per share or $1,380,000. Due to the related party nature of the transfer and the absence of historical cost records, the full $1,380,000 was expensed within “Loss on related party transfer of intangible assets.” | ||||||||||||||
Compensation expense | $ 1,380,000 | ||||||||||||||
Common Stock [Member] | Common Stock Purchase Agreement (the EMC2 SPA) and a Registration Rights Agreement with EMC2 Capital, LLC [Member] | |||||||||||||||
Stock issued for purchase agreement | 1,415,094 | ||||||||||||||
Common Stock [Member] | Measurement Date [Member] | |||||||||||||||
Agreement description | The value of the Commitment Shares on the Measurement Date was $0.89 per share or $1,259,000. The value of the Commitment Warrant on the Measurement Date was $1,780,000 as calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) Stock price of $0.89 per share; (2) exercise price of $0.001 per share; (3) discount rate 0.73% (4) expected life of 4.33 years, (5) expected volatility of 227%, and (6) zero expected dividends.As a result of the Securities and Exchange Commission (“SEC”) declaring our Registration on Form S-1 effective, the pre conditions necessary for the Company to begin selling Purchase Shares to EMC2 Capital have been removed. As a result, the Company determined the relative fair value of the Commitment Warrants and Commitment Shares to be $737,569 and $521,865, respectively and recorded a deferred financing asset of $521,865 and interest expense of $737,569. Subsequent cash receipts from the sale of Purchase Shares will first be allocated to the deferred financing cost asset. | ||||||||||||||
Warrant [Member] | Common Stock Purchase Agreement (the EMC2 SPA) and a Registration Rights Agreement with EMC2 Capital, LLC [Member] | |||||||||||||||
Stock issued for purchase agreement | 2,000,000 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - USD ($) | Jan. 27, 2021 | Sep. 24, 2020 | Apr. 30, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Jun. 30, 2020 |
Related Party Transaction [Line Items] | |||||||||
Advances from related party | $ 105,198 | $ 62,875 | |||||||
Payments of related party note | (137,500) | ||||||||
Interest expenses | $ 760,553 | 796,427 | |||||||
Dr. Shujie Cui Is The Company's Chief Science Officer And Owner Of Pan Probe Biotech [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Prepaid rent monthly | $ 2,551 | ||||||||
Related party description | The Company utilizes the R&D capabilities of Pan Probe Biotech to perform studies in validation of the Company’s COVID-19 tests. Additionally, the Company is renting space at Pan Probe on a temporary basis, from April 21, 2020 through October 21, 2020, at a rate of $2,551 per month and which was prepaid in full in April 2020. Dr. Shujie Cui is the Company’s Chief Science Officer and 100% owner of Pan Probe. During the three and six months ended December 30, 2020 the Company paid a total of $55,000 and $190,000 to Pan Probe and recognized $$2,551 and $10,204 of rent expense. | ||||||||
Rent expenses | 0 | 10,204 | |||||||
Paid to related party to perform studies | 0 | 190,000 | |||||||
LionsGate Funding Group LLC [Member] | Promissory Note [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Payments of related party note | 0 | 137,500 | |||||||
Debt instrument face amount | $ 250,000 | $ 585,000 | |||||||
Note payable | 66,776 | 106,698 | |||||||
Promissory notes description | The Company and LionsGate entered into a Loan Agreement (the “Loan Agreement”) and Promissory note (the “Promissory Note”) pursuant to which the Company may borrow up to $250,000 at an annual interest rate of 5% and default interest rate of 15%. The Loan Agreement supersedes the Note and Note Amendment and includes a beginning balance of $29,951.04 which was the balance of advances and accrued interest owed under the Note as of January 27, 2021. The Promissory Note matures on December 31, 2021. | ||||||||
Advances and accrued interest | $ 29,951 | ||||||||
Promissory note interest rate | 15.00% | 5.00% | |||||||
Promissory notes maturity date | Dec. 31, 2021 | ||||||||
Interest expenses | 584 | 1,212 | |||||||
Principle balance | 92,177 | ||||||||
Interest | 514 | ||||||||
LionsGate Funding Group LLC [Member] | Non Interest Bearing Advances [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Advances from related party | $ 455,950 | $ 506,625 | |||||||
Subscription Agreement [Member] | Dr. Scott Ford [Member] | Restricted Common Stock [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock issued for purchase agreement | 340,000 |
Convertible Promissory Notes (N
Convertible Promissory Notes (Narrative) (Details) - USD ($) | Mar. 15, 2021 | Feb. 16, 2021 | Dec. 21, 2020 | Sep. 08, 2020 | Aug. 03, 2020 | Jul. 13, 2020 | Apr. 18, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||||||||||||
Proceeds from convertible notes | $ 162,000 | |||||||||||
Convertible note payable | (73,000) | |||||||||||
Interest expenses | $ 760,553 | 796,427 | ||||||||||
Accretion related to the Convertible Notes | 57,604 | 157,980 | ||||||||||
Five Separate Unsecured Convertible Promissory Notes [Member | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Fair value of beneficial conversion feature | 132,831 | |||||||||||
Interest expenses | 52,754 | 20,723 | ||||||||||
Accretion related to the Convertible Notes | 132,831 | 53,682 | ||||||||||
Five Separate Unsecured Convertible Promissory Notes [Member | Restricted Common Stock [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Proceeds from convertible notes | $ 95,000 | 85,000 | ||||||||||
Convertible note principle | $ 10,000 | |||||||||||
Convertible note payable | 1,677 | 5,448 | ||||||||||
Interest expenses | 3,922 | 42,224 | ||||||||||
Interest payable | $ 6,489 | $ 6,489 | $ 500 | |||||||||
Debt instrument interest rate | 8.00% | |||||||||||
Debt instrument maturity date | Oct. 17, 2020 | |||||||||||
Debt instrument conversion price per share | $ 9 | |||||||||||
Fair value of beneficial conversion feature | $ 42,224 | |||||||||||
ConvertibleNotePayableDated - July 13, 2020 [Member] | Separate And Identical Securities Purchase Agreements (the "Geneva SPAs") | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Proceeds from convertible notes | $ 60,000 | |||||||||||
Interest payable | $ 2,917 | |||||||||||
Debt instrument interest rate | 10.00% | |||||||||||
Debt instrument face value | 63,000 | $ 63,000 | ||||||||||
Legal fees | $ 3,000 | |||||||||||
Debt instrument maturity description | CPNs mature in one year | |||||||||||
Convertible note debt description | 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 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 upto 180 days from issuance with the following prepayment penalties: 1) The period beginning on the Issue Date and ending on the date which is ninety (90) days following the Issue Date, 125%; 2) The period beginning on the date that is ninety-one (91) day from the Issue Date and ending one hundred fifty (150) days following the Issue Date, 135%; and 3) The period beginning on the date that is one hundred fifty-one (151) day from the Issue Date and ending one hundred eighty (180) days following the Issue Date, 139%. Geneva has agreed to restrict its ability to convert the Geneva CPNs and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock. The Geneva CPNs represent a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company. The Geneva CPNs also provide for penalties and rescission rights if the Company does not deliver shares of our common stock upon conversion within the required timeframes. In the event of default, the note interest rate increases to 22%. | |||||||||||
Interest expenses | 24,570 | |||||||||||
Repayment of notes | $ 90,487 | |||||||||||
Payment description | 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. | |||||||||||
ConvertibleNotePayableDated - August 3, 2020 [Member] | Separate And Identical Securities Purchase Agreements (the "Geneva SPAs") | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Proceeds from convertible notes | $ 52,000 | |||||||||||
Debt instrument interest rate | 10.00% | |||||||||||
Debt instrument face value | $ 55,000 | |||||||||||
Legal fees | $ 3,000 | |||||||||||
Debt instrument maturity description | CPNs mature in one year | |||||||||||
Convertible note debt description | 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 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 upto 180 days from issuance with the following prepayment penalties: 1) The period beginning on the Issue Date and ending on the date which is ninety (90) days following the Issue Date, 125%; 2) The period beginning on the date that is ninety-one (91) day from the Issue Date and ending one hundred fifty (150) days following the Issue Date, 135%; and 3) The period beginning on the date that is one hundred fifty-one (151) day from the Issue Date and ending one hundred eighty (180) days following the Issue Date, 139%. Geneva has agreed to restrict its ability to convert the Geneva CPNs and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock. The Geneva CPNs represent a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company. The Geneva CPNs also provide for penalties and rescission rights if the Company does not deliver shares of our common stock upon conversion within the required timeframes. In the event of default, the note interest rate increases to 22%. | |||||||||||
ConvertibleNotePayableDated - September 8, 2020 [Member] | Separate And Identical Securities Purchase Agreements (the "Geneva SPAs") | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Proceeds from convertible notes | $ 50,000 | |||||||||||
Convertible note principle | $ 53,000 | $ 55,000 | ||||||||||
Convertible note payable | 18,805 | |||||||||||
Interest expenses | $ 2,650 | 3,256 | ||||||||||
Debt instrument interest rate | 10.00% | |||||||||||
Debt instrument face value | $ 53,000 | |||||||||||
Legal fees | $ 3,000 | |||||||||||
Debt instrument maturity description | CPNs mature in one year | |||||||||||
Convertible note debt description | 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 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 upto 180 days from issuance with the following prepayment penalties: 1) The period beginning on the Issue Date and ending on the date which is ninety (90) days following the Issue Date, 125%; 2) The period beginning on the date that is ninety-one (91) day from the Issue Date and ending one hundred fifty (150) days following the Issue Date, 135%; and 3) The period beginning on the date that is one hundred fifty-one (151) day from the Issue Date and ending one hundred eighty (180) days following the Issue Date, 139%. Geneva has agreed to restrict its ability to convert the Geneva CPNs and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock. The Geneva CPNs represent a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company. The Geneva CPNs also provide for penalties and rescission rights if the Company does not deliver shares of our common stock upon conversion within the required timeframes. In the event of default, the note interest rate increases to 22%. | |||||||||||
Repayment of notes | $ 77,061 |
Subsequent Event (Narrative) (D
Subsequent Event (Narrative) (Details) - USD ($) | Apr. 26, 2021 | Apr. 21, 2021 | Apr. 20, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Apr. 26, 2024 | Dec. 15, 2020 |
Subsequent Event [Line Items] | |||||||||
Stock issued, value | $ 90,000 | $ 340,000 | |||||||
Common Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock issued, shares | 514,298 | ||||||||
Stock issued, value | $ 514 | ||||||||
Purchase of common stock shares | 2,000,000 | ||||||||
Restricted Common Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock price per share | $ 0.36 | ||||||||
Mutual Sales And Marketing Agreement [Member] | Restricted Common Stock [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Agreement description | The Company and Nunzia Pharmaceutical, Inc. entered into a Mutual Sales and Marketing Agreement (the “MSMA”). Pursuant to the terms of the MSMA, each company has mutual abilities to share their products for sale under nonexclusive but favorable conditions and prices. The duration of the agreement is for an initial period of five years commencing on April 12, 2021. The Company agreed to issue 5,000,000 shares of its restricted common stock to Nunzia and Nunzia agreed to issue 5,000,000 shares of its restricted common stock to the Company as consideration for the MSMA. | ||||||||
Stock issued, shares | 5,000,000 | ||||||||
Stock Purchase Agreement [Member] | Subsequent Event [Member] | Common Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Agreement description | The Company and Empire Associates, Inc. entered into a Stock Purchase Agreement whereby the Company issued 250,000 to Empire Associates, Inc. in full satisfaction of the $77,060 paid to Geneva on behalf of the Company. | ||||||||
Stock issued, shares | 250,000 | ||||||||
Stock issued, value | $ 77,060 | ||||||||
Securities Purchase Agreement [Member] | Subsequent Event [Member] | Common Stock [Member] | Geneva Promissory Note [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Agreement description | The Company and Geneva entered into a Securities Purchase Agreement (the "SPA"). Pursuant to the SPA, The Company sold to Geneva a Promissory Note for the principal amount of $86,625 (the "Geneva Promissory Note ") and issued a warrant to purchase up to 51,975 shares of common stock (the “Geneva Warrant”). Under the Geneva Promissory Note the Company received net proceeds of $75,000 which included deductions for a 10% original issue discount, $3,000 for legal fees and $750 as a due diligence fee. The Geneva Promissory Note matures in one (1) year, requires ten (10) monthly payments of $9,529 beginning June 1, 2021, and is unsecured. Upon an event of default, the Geneva Promissory Note will increase to 150% times the sum of the then outstanding principal, become immediately due, accrue interest at 22% per year, and become convertible into shares of common stock at an exercise price of 75% multiplied by the lowest trading price of our common stock during the five (5) trading day period prior to conversion. Geneva has agreed to restrict its ability to convert the Geneva Promissory Note and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock. The Geneva Promissory Note represents a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company | ||||||||
Stock price per share | $ 0.50 | ||||||||
Note payable | $ 86,625 | ||||||||
Warrant issued | 51,975 | ||||||||
Proceeds from promissory note | $ 75,000 | ||||||||
Original issue discount | 10.00% | ||||||||
Legal fee | $ 3,000 | ||||||||
Diligence fee | $ 750 | ||||||||
Purchase of common stock shares | 51,975 |