Cover
Cover - shares | 3 Months Ended | |
Sep. 30, 2021 | Oct. 27, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | GLOBAL WHOLEHEALTH PARTNERS CORPORATION | |
Entity Central Index Key | 0001598308 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Sep. 30, 2021 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 | |
Entity Common Stock Shares Outstanding | 84,327,383 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-56035 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 46-2316220 | |
Entity Address Address Line 1 | 1130 Calle Cordillera | |
Entity Address City Or Town | San Clemente | |
Entity Address State Or Province | CA | |
Entity Address Postal Zip Code | 92673 | |
City Area Code | 714 | |
Local Phone Number | 392-9752 | |
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 |
Current assets: | ||
Cash | $ 303,986 | $ 74,702 |
Prepaid expenses and other current assets | 309,861 | 27,918 |
Inventory, net | 29,681 | 29,681 |
Deferred financing costs | 0 | 271,814 |
Total current assets | 643,528 | 404,115 |
Equipment, net of accumulated depreciation of $1,358 and $1,067 | 2,147 | 2,438 |
Investment in related party common stock | 5,000 | 5,000 |
Deposits | 32,621 | 0 |
Total assets | 683,296 | 411,553 |
Current liabilities: | ||
Related party note | 0 | 2,785 |
Convertible notes payable, net of discount of $545,781 and $27,460, respectively | 199,219 | 85,000 |
Notes payable | 0 | 43,320 |
Accounts payable and accrued liabilities | 150,405 | 148,946 |
Related party payables | 135,603 | 225,598 |
Total current liabilities | 485,227 | 508,649 |
Total liabilities | 485,227 | 508,649 |
Stockholders' equity (deficit): | ||
Preferred stock; $0.001 par value, 10,000,000 shares authorized, no shares issued or outstanding at September 30, 2021 and June 30, 2021, respectively | 0 | 0 |
Common stock; $0.001 par value, 400,000,000 shares authorized, 83,152,383 and 78,713,899 shares issued and outstanding at September 30, 2021 and June 30, 2021, respectively | 83,152 | 78,714 |
Additional paid-in capital | 15,298,620 | 13,529,861 |
Common stock payable | 129,000 | 77,061 |
Deferred compensation | (96,750) | 0 |
Retained deficit | (15,215,953) | (13,782,732) |
Total stockholders' equity (deficit) | 198,069 | (97,096) |
Total liabilities and stockholders' equity (deficit) | $ 683,296 | $ 411,553 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 |
Consolidated Balance Sheets | ||
Convertible note payable, net of debt discount | $ 545,781 | $ 27,460 |
Equipment, net of accumulated depreciation | $ 1,358 | $ 1,067 |
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 | 83,152,383 | 78,713,899 |
Common stock, shares outstanding | 83,152,383 | 78,713,899 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations - USD ($) | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Consolidated Statements Of Operations | ||
Revenue | $ 375 | $ 15,385 |
Cost of revenue | 0 | 10,544 |
Gross profit | 375 | 4,841 |
Operating expenses | ||
Professional fees | 57,250 | 33,775 |
Research and development - related party | 507,005 | 138,310 |
Research and development | 0 | 700 |
Selling, general and administrative - related party | 57,250 | 7,653 |
Selling, general and administrative | 584,048 | 25,610 |
Total operating expense | 1,205,553 | 206,048 |
Loss from operations | (1,205,178) | (201,207) |
Other income (expense) | ||
Interest expense | (86,364) | (4,906) |
Amortization of debt discount | (141,679) | (41,050) |
Total other income (expense) | (228,043) | (45,956) |
Net loss | $ (1,433,221) | $ (247,163) |
Basic and Diluted Loss per Common Share | $ (0.02) | $ 0 |
Weighted average number of common shares outstanding - basic and diluted | 81,486,898 | 59,979,728 |
Consolidated Statements Of Stoc
Consolidated Statements Of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Total | Common Stock | Additional Paid-In Capital | Common Stock Payable | Deferred Compensation [Member] | Retained Earnings |
Balance, shares at Jul. 01, 2020 | 59,966,358 | |||||
Balance, amount at Jul. 01, 2020 | $ (59,735) | $ 59,966 | $ 4,628,908 | $ 0 | $ 0 | $ (4,748,609) |
Common stock issued for cash | 340,000 | 0 | 0 | 340,000 | 0 | 0 |
Discount on convertible promissory notes due to beneficial conversion feature | 123,831 | 0 | 123,831 | 0 | 0 | 0 |
Net loss for the three months ended September 30, 2020 | (247,163) | $ 0 | 0 | 0 | 0 | (247,163) |
Balance, shares at Sep. 30, 2020 | 59,966,358 | |||||
Balance, amount at Sep. 30, 2020 | 156,933 | $ 59,966 | 4,752,739 | 340,000 | 0 | (4,995,772) |
Balance, shares at Jul. 01, 2021 | 78,713,899 | |||||
Balance, amount at Jul. 01, 2021 | (97,096) | $ 78,714 | 13,529,861 | 77,061 | 0 | (13,782,732) |
Discount on convertible promissory notes due to beneficial conversion feature | 538,200 | $ 0 | 538,200 | 0 | 0 | 0 |
Common stock sold pursuant to the EMC2 SPA, shares | 3,438,484 | |||||
Common stock sold pursuant to the EMC2 SPA, amount | 803,186 | $ 3,438 | 799,748 | 0 | 0 | 0 |
Common stock issued upon conversion of convertible promissory note, shares | 250,000 | |||||
Common stock issued upon conversion of convertible promissory note, amount | 0 | $ 250 | 76,811 | (77,061) | 0 | 0 |
Common issued stock related to services, shares | 750,000 | |||||
Common issued stock related to services, amount | 387,000 | $ 750 | 354,000 | 129,000 | (96,750) | 0 |
Net loss for the three months ended September 30, 2021 | (1,433,221) | $ 0 | 0 | 0 | 0 | (1,433,221) |
Balance, shares at Sep. 30, 2021 | 83,152,383 | |||||
Balance, amount at Sep. 30, 2021 | $ 198,069 | $ 83,152 | $ 15,298,620 | $ 129,000 | $ (96,750) | $ (15,215,953) |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (1,433,221) | $ (247,163) |
Adjustments to reconcile net loss to net cash flows used in operating activities: | ||
Common stock issued for services | 387,000 | 0 |
Amortization of debt discount | 141,679 | 41,050 |
Depreciation and amortization | 291 | 194 |
Changes in operating assets and liabilities: | ||
(Increase) decrease in prepaid expenses and other assets | (189,564) | 12,513 |
(Increase) decrease in inventory | (62,456) | |
Increase (decrease) in accounts payable and accrued expenses | 1,459 | (37,965) |
Increase (decrease) related party payables | (92,995) | (961) |
Net cash flows used in operating activities | (1,185,351) | (294,788) |
Cash flows used in investing activity | ||
Purchase of equipment | 0 | (3,505) |
Net cash flows used in investing activity | 0 | (3,505) |
Cash flows from financing activities | ||
Proceeds from sale of common stock | 950,000 | 340,000 |
Proceeds from convertible promissory notes | 538,200 | 162,000 |
Payments on promissory notes | (70,780) | 0 |
Proceeds from related party note, net | 0 | 24,410 |
Payments of related party note | (2,785) | (110,000) |
Net cash flows from financing activities | 1,414,635 | 416,410 |
Change in cash | 229,284 | 118,117 |
Cash at beginning of period | 74,702 | 14,497 |
Cash at end of period | 303,986 | 132,614 |
Supplemental disclosure of cash flow information: | ||
Interest paid in cash | 5,450 | 0 |
Income taxes paid in cash | 0 | 0 |
Supplemental disclosure of non-cash transactions: | ||
Debt discount recorded for beneficial conversion feature | $ 356,656 | $ 0 |
Organization and Going Concern
Organization and Going Concern | 3 Months Ended |
Sep. 30, 2021 | |
Organization and Going Concern | |
NOTE 1 - Organization 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 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. Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements of Global WholeHealth Partners Corporation and Subsidiary (the “ Company US GAAP 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, 2021. 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 September 30, 2021, results of operations for the three months ended September 30, 2021 and 2020, and stockholders’ equity and cash flows for the three months ended September 30, 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. COVID- 19 Pandemic and the Coronavirus Aid, Relief, and Economic Security ( “ CARES ) Act On January 30, 2020, the World Health Organization (“ WHO COVID-19 outbreak 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. 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 | 3 Months Ended |
Sep. 30, 2021 | |
Significant Accounting Policies | |
NOTE 2 - 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 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. We do not expect the adoption of ASU 2020-06 to have a material impact on our consolidated 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. We do not expect the adoption of ASU 2020-01 to have a material impact on our consolidated 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. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements, financial position, results of operations, or cash flows. 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. 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 months ended September 30, 2021, the Company did not recognize any adjustments to the value in 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. 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 one customer that represented 100% of revenue for the three months ended September 30, 2021. The Company had five customers that represented 91.1% of revenue (20.8%, 20.2%, 19.0%, 17.3% and 13.8%) for the three months ended September 30, 2020. Leases The Company recognizes leases with a term of greater than a year on the balance sheet by recording right-of-use assets and lease liabilities. Leases can be classified as either operating leases or finance leases. Operating leases will result in straight-line lease expense, while finance leases will result in front-loaded expense. The Company’s lease consists of an operating lease for office space. The Company does not recognize a lease liability or right-of-use asset on the balance sheet for short-term leases. Instead, the Company recognizes short-term lease payments as an expense on a straight-line basis over the lease term. A short-term lease is defined as a lease that, at the commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. Derivatives All derivatives are recorded at fair value on the balance sheet. The Company has determined fair values using market-based pricing models incorporating readily available prices and or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity) that requires judgment and estimates. Transactions with Related Parties Parties are considered to be related to the Company if the parties directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal stockholders of the Company, its management, members of the immediate families of principal stockholders of the Company and its management and other parties with which the Company may deal where one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all material related-party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. Property purchased from a related party is recorded at the cost to the related party and any payment to or on behalf of the related party in excess of the cost is reflected as compensation or distribution to related parties depending on the transaction. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with Accounting Standards Codification (“ ASC 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 and warrants to purchase common stock. 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. Three months Ended September 30, 2021 2020 Common stock warrants 2,546,975 - Convertible promissory notes 4,320,748 271,849 |
Equipment
Equipment | 3 Months Ended |
Sep. 30, 2021 | |
Equipment | |
NOTE 3 - Equipment | NOTE 3 – Equipment Equipment consists of the following: September 30, 2021 June 30, 2021 Computers, office equipment and software $ 3,505 $ 3,505 Total equipment 3,505 3,505 Accumulated depreciation (1,358 ) (1,067 ) Equipment, net $ 2,147 $ 2,438 During the three months ended September 30, 2021 and 2020, the Company recognized depreciation expense of $291 and $194. |
Stockholder's Equity
Stockholder's Equity | 3 Months Ended |
Sep. 30, 2021 | |
Stockholder's Equity | |
NOTE 4 - 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 83,152,383 and 78,713,899 shares were issued and outstanding as of September 30, 2021 and June 30, 2021, respectively. On April 20, 2021, the Company and 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 behalf of the 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 MMSA On July 22, 2020, the Company entered into a Common Stock Purchase Agreement (the “ EMC2 SPA EMC2 Capital Purchase Shares During the three months ended September 30, 2021, the Company issued 750,000 shares in exchange for services valued at $354,750. 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 exercisable as of September 30, 2021 and June 30, 2021 is as follows: Description Shares of Common Stock Issuable from Warrants Outstanding as of Weighted Average Exercise P rice Expiration September 30, 2021 June 30, 2021 Date of Issuance EMC2 Capital 2,000,000 2,000,000 variable July 22, 2020 July 22, 2025 Geneva 51,975 51,975 variable April 26, 2021 April 26, 2024 Firstfire Warrant 1 165,000 165,000 variable June 18, 2021 June 18, 2024 Firstfire Warrant 2 330,000 - variable August 27, 2021 August 27, 2024 Total 2,546,975 2,216,975 |
Transactions with Related Perso
Transactions with Related Persons | 3 Months Ended |
Sep. 30, 2021 | |
Transactions with Related Persons | |
NOTE 5 -Transactions with Related Persons | NOTE 5 –Transactions with Related Persons On July 10, 2021, the Company and LionsGate Funding Management LLC (“ LGFM MMSA On July 1, 2021, the Company paid LionsGate $24,000 or $21,215 in excess of the balance owing to LionsGate which the Company recorded as a receivable. Beginning in January 2020, the Company utilizes the R&D capabilities of Pan Probe Biotech to perform studies and perform work towards development of the Company’s COVID-19 tests. Dr. Shujie Cui is the Company’s Chief Science Officer and 100% owner of Pan Probe. During the three months ended September 30, 2021, the Company incurred R&D costs of $507,005 and paid Pan Probe $600,000 for R&D work. During the three months ended September 30, 2020, the Company incurred R&D costs of $135,000 and paid Pan Probe $135,000 for R&D work. As of September 30, 2021 and June 30, 2021 the balance due to Pan Probe was $135,485 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 months ended September 30, 2020, the Company recognized $7,653 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 Note Amendment Loan Agreement Promissory Note During the three months ended September 30, 2021 and 2020, the Company recognized $0 and $411 of interest expense related to the Note as amended. |
Convertible Promissory Notes
Convertible Promissory Notes | 3 Months Ended |
Sep. 30, 2021 | |
Convertible Promissory Notes | |
NOTE 6 - 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 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 Firstfire Note No. 1 Additionally, the Company entered into a Registration Rights Agreement with Firstfire whereby the Company agreed to file within 90 days and have declared effective within 120 days from June 18, 2021, a registration statement to cover the shares issuable under the Firstfire Note No. 1 and Firstfire Warrant No. 1. Failure to file within 90 days will result in a $2,500 in liquidated damages. Failure to have the registration declared effective before 120 days will result in a $2,500 in liquidated damages. As additional consideration, the Company granted Firstfire a warrant to purchase 165,000 shares of our common stock (the " Firstfire Warrant No. 1 As of September 30, 2021, the Firstfire Note No. 1 is convertible into 1,795,918 shares of common stock. Firstfire Note No. 2 On August 27, 2021, the Company entered into a Securities Purchase Agreement with Firstfire, for the sale of a secured, 12% senior secured convertible promissory note in the principle amount of $385,000 and 330,000 stock purchase warrants. The Company received $313,700 net of a $35,000 original issue discount and $36,300 of placement agent and legal fees, and issued a senior secured convertible promissory note (the " Firstfire Note No. 2 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 will result in a $3,500 in liquidated damages. Failure to have the registration declared effective before 120 days will result in a $3,500 in liquidated damages. As additional consideration, the Company granted Firstfire a warrant to purchase 330,000 shares of our common stock (the " Firstfire Warrant No. 2 As of September 30, 2021, the Firstfire Note No. 2 is convertible into 2,514,286 shares of common stock. Geneva Promissory Note dated April 26, 2021 On April 26, 2021, the Company and Geneva entered into a Securities Purchase Agreement (the " SPA Geneva Promissory Note Geneva Warrant During the three months ended September 30, 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 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 agreed to issue 250,000 to Empire Associates, Inc. in full satisfaction of the $77,061 paid to Geneva on behalf of the Company. On March 15, 2021, the Company issued 146,486 shares of common stock to Geneva upon their conversion, in-full, of $53,000 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 paid in full in fiscal 2021. During the three months ended September 30 2020, the Company recognized $4,495 of interest expense and $41,050 of accretion related to the debt discount. |
Leases
Leases | 3 Months Ended |
Sep. 30, 2021 | |
Leases | |
NOTE 7 - Leases | NOTE 7 - 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. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Sep. 30, 2021 | |
Leases | |
NOTE 8 - Subsequent Events | NOTE 8 – Subsequent Events Management has reviewed material events subsequent of the period ended September 30, 2021 and prior to the filing of our consolidated financial statements in accordance with FASB ASC 855 “Subsequent Events”. Subsequent to September 30, 2021 and through October 27, 2021, the Company sold 875,000 Purchase Shares to EMC2 Capital for $0.20 per share resulting in proceeds to the Company of $175,000. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Sep. 30, 2021 | |
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 | 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. We do not expect the adoption of ASU 2020-06 to have a material impact on our consolidated 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. We do not expect the adoption of ASU 2020-01 to have a material impact on our consolidated 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. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements, financial position, results of operations, or cash flows. |
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. 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 months ended September 30, 2021, the Company did not recognize any adjustments to the value in 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. 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 one customer that represented 100% of revenue for the three months ended September 30, 2021. The Company had five customers that represented 91.1% of revenue (20.8%, 20.2%, 19.0%, 17.3% and 13.8%) for the three months ended September 30, 2020. |
Leases | The Company recognizes leases with a term of greater than a year on the balance sheet by recording right-of-use assets and lease liabilities. Leases can be classified as either operating leases or finance leases. Operating leases will result in straight-line lease expense, while finance leases will result in front-loaded expense. The Company’s lease consists of an operating lease for office space. The Company does not recognize a lease liability or right-of-use asset on the balance sheet for short-term leases. Instead, the Company recognizes short-term lease payments as an expense on a straight-line basis over the lease term. A short-term lease is defined as a lease that, at the commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. |
Derivatives | All derivatives are recorded at fair value on the balance sheet. The Company has determined fair values using market-based pricing models incorporating readily available prices and or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity) that requires judgment and estimates. |
Transactions with Related Parties | Parties are considered to be related to the Company if the parties directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal stockholders of the Company, its management, members of the immediate families of principal stockholders of the Company and its management and other parties with which the Company may deal where one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all material related-party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. Property purchased from a related party is recorded at the cost to the related party and any payment to or on behalf of the related party in excess of the cost is reflected as compensation or distribution to related parties depending on the transaction. |
Stock-Based Compensation | The Company accounts for stock-based compensation in accordance with Accounting Standards Codification (“ ASC |
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 and warrants to purchase common stock. 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. Three months Ended September 30, 2021 2020 Common stock warrants 2,546,975 - Convertible promissory notes 4,320,748 271,849 |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
Significant Accounting Policies | |
Summary of Estimated Useful Lives of Depreciable Assets | 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 | Three months Ended September 30, 2021 2020 Common stock warrants 2,546,975 - Convertible promissory notes 4,320,748 271,849 |
Equipment (Tables)
Equipment (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
Equipment | |
Summary Of Equipment | September 30, 2021 June 30, 2021 Computers, office equipment and software $ 3,505 $ 3,505 Total equipment 3,505 3,505 Accumulated depreciation (1,358 ) (1,067 ) Equipment, net $ 2,147 $ 2,438 |
Stockholders Equity (Tables)
Stockholders Equity (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
Stockholder's Equity | |
Summary Of The Warrants | Description Shares of Common Stock Issuable from Warrants Outstanding as of Weighted Average Exercise P rice Expiration September 30, 2021 June 30, 2021 Date of Issuance EMC2 Capital 2,000,000 2,000,000 variable July 22, 2020 July 22, 2025 Geneva 51,975 51,975 variable April 26, 2021 April 26, 2024 Firstfire Warrant 1 165,000 165,000 variable June 18, 2021 June 18, 2024 Firstfire Warrant 2 330,000 - variable August 27, 2021 August 27, 2024 Total 2,546,975 2,216,975 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) | 3 Months Ended |
Sep. 30, 2021 | |
Leases | |
Equipment,Furniture And Fixtures [Member] | |
Estimated Economic Useful Lives of Assets | 5 years |
Computer, Office Equipment And Software [Member] | |
Estimated Economic Useful Lives of Assets | 3 years |
Significant Accounting Polici_5
Significant Accounting Policies (Details 1) - shares | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Convertible Promissory Notes [Member] | ||
Potentially dilutive securities in common stock equivalent shares | 4,320,748 | 271,849 |
Common Stock Warrants [Member] | ||
Potentially dilutive securities in common stock equivalent shares | 2,546,975 |
Significant Accounting Polici_6
Significant Accounting Policies (Details Narrative) | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Customer concentration percentage | 91.10% | |
Customer One [Member] | ||
Customer concentration percentage | 20.80% | |
Customer [Member] | ||
Customer concentration percentage | 100.00% | |
Customer Three [Member] | ||
Customer concentration percentage | 19.00% | |
Customer Two [Member] | ||
Customer concentration percentage | 20.20% | |
Customer Four [Member] | ||
Customer concentration percentage | 17.30% | |
Customer Five [Member] | ||
Customer concentration percentage | 13.80% |
Equipment (Details)
Equipment (Details) - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 |
Total Equipment | $ 3,505 | $ 3,505 |
Accumulated depreciation | (1,358) | (1,067) |
Equipment, Net | 2,147 | 2,438 |
Computer, Office Equipment And Software [Member] | ||
Total Equipment | $ 3,505 | $ 3,505 |
Equipment (Details Narrative)
Equipment (Details Narrative) - USD ($) | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Equipment | ||
Depreciation | $ 291 | $ 194 |
Stockholders Equity (Details)
Stockholders Equity (Details) | 3 Months Ended |
Sep. 30, 2021shares | |
Common Stock Issuable from Warrants Outstanding | 2,546,975 |
Warrant [Member] | EMC2 Capital [Member] | |
Common Stock Issuable from Warrants Outstanding | 2,000,000 |
Expiration | Jul. 22, 2025 |
Date of Issuance | Jul. 22, 2020 |
Weighted Average Exercise Price | variable |
Description | EMC2 Capital |
Warrant [Member] | Geneva [Member] | |
Common Stock Issuable from Warrants Outstanding | 51,975 |
Expiration | Apr. 26, 2024 |
Date of Issuance | Apr. 26, 2021 |
Weighted Average Exercise Price | variable |
Description | Geneva |
Warrant 1 [Member] | Firstfire [Member] | |
Common Stock Issuable from Warrants Outstanding | 165,000 |
Expiration | Jun. 18, 2024 |
Date of Issuance | Jun. 18, 2021 |
Weighted Average Exercise Price | variable |
Description | Firstfire Warrant 1 |
Warrant 2 [Member] | Firstfire [Member] | |
Common Stock Issuable from Warrants Outstanding | 330,000 |
Expiration | Aug. 27, 2024 |
Date of Issuance | Aug. 27, 2021 |
Weighted Average Exercise Price | variable |
Description | Firstfire Warrant 2 |
Stockholders Equity (Details Na
Stockholders Equity (Details Narrative) - USD ($) | Jul. 10, 2021 | Apr. 20, 2021 | Jul. 22, 2020 | Sep. 30, 2021 | Jun. 30, 2021 |
Preferred stock, par value per share | $ 0.001 | $ 0.001 | |||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||
Common stock, shares outstanding | 83,152,383 | 78,713,899 | |||
Common stock, shares issued | 83,152,383 | 78,713,899 | |||
Number of shares issue | 750,000 | ||||
Exchange for services valued | $ 354,750 | ||||
Common stock, shares authorized | 400,000,000 | 400,000,000 | |||
Number of common stock sold | 3,438,484 | ||||
Proceeds from sale of common stock | $ 1,075,001 | ||||
Minimum [Member] | |||||
Purchase price of stock | $ 0.22 | ||||
Maximum [Member] | |||||
Purchase price of stock | $ 0.34 | ||||
MMSA [Member] | Restricted Common Stock [Member] | |||||
Cash payment | $ 100,000 | ||||
Stock issued for purchase agreement | 300,000 | ||||
Restricted common stock valued | $ 129,000 | ||||
Common Stock Purchase Agreement (the EMC2 SPA) and a Registration Rights Agreement with EMC2 Capital, LLC [Member] | |||||
Amount agree to invest | $ 100,000,000 | ||||
Common Stock [Member] | Stock Purchase Agreement [Member] | |||||
Stock issued for purchase agreement | 250,000 | ||||
Common Stock [Member] | Empire Associates, Inc [Member] | |||||
Restricted common stock issued to entity | 250,000 | ||||
Cash payment | $ 77,060 |
Transactions with Related Per_2
Transactions with Related Persons (Details Narrative) - USD ($) | Sep. 14, 2021 | Jul. 10, 2021 | Jan. 27, 2021 | Apr. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jul. 01, 2021 | Jun. 30, 2021 | Feb. 21, 2021 | Jun. 30, 2020 |
Interest expenses | $ 0 | $ 411 | ||||||||
Research and developement cost | 507,005 | 135,000 | ||||||||
Advances from related party | 0 | 24,410 | ||||||||
Due to related party | 135,603 | $ 225,598 | ||||||||
Rent expenses | $ 9,696 | |||||||||
Restricted Common Stock [Member] | MMSA [Member] | ||||||||||
Stock issued for purchase agreement | 300,000 | |||||||||
Cash pay | $ 100,000 | |||||||||
Pan Probe [Member] | ||||||||||
Research and developement cost | 600,000 | 135,000 | ||||||||
Due to related party | 135,485 | $ 228,480 | ||||||||
Description of rent | 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. | |||||||||
Prepaid rent monthly | $ 2,551 | |||||||||
Rent expenses | 7,653 | |||||||||
LionsGate [Member] | ||||||||||
Advances from related party | 0 | 24,410 | ||||||||
Principal payment | $ 2,785 | $ 110,000 | ||||||||
Payment for advertising | $ 24,000 | |||||||||
Receivable from related party | $ 21,215 | |||||||||
LionsGate Funding Group LLC [Member] | Promissory Note [Member] | ||||||||||
Debt instrument face amount | $ 250,000 | $ 585,000 | ||||||||
Advances and accrued interest | $ 29,951 | |||||||||
Promissory note interest rate | 15.00% | 5.00% | ||||||||
Promissory notes maturity date | Dec. 31, 2021 |
Convertible Promissory Notes (D
Convertible Promissory Notes (Details Narrative) - USD ($) | Aug. 09, 2021 | Aug. 09, 2021 | Jul. 08, 2021 | Jun. 18, 2021 | Mar. 15, 2021 | Mar. 03, 2021 | Feb. 16, 2021 | Jan. 27, 2021 | Dec. 21, 2020 | Sep. 08, 2020 | Aug. 03, 2020 | Jul. 13, 2020 | Apr. 18, 2020 | Aug. 27, 2021 | Apr. 26, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 15, 2020 |
Interest payable | $ 33,000 | |||||||||||||||||||
Proceeds from convertible notes | $ 538,200 | $ 162,000 | ||||||||||||||||||
Convertible note payable | 0 | |||||||||||||||||||
Interest expenses | $ 86,364 | 4,906 | ||||||||||||||||||
Description of warrant | This resulted in allocating $48,849 to the Firstfire Warrant No. 1 and $226,151 to the Firstfire Note | |||||||||||||||||||
Exercise price | $ 0.001 | |||||||||||||||||||
Expected life | 4 years 3 months 29 days | |||||||||||||||||||
Repayment of notes | $ 57,173 | $ 70,780 | 0 | |||||||||||||||||
Professional fees | 57,250 | 33,775 | ||||||||||||||||||
Debt discount | $ 141,679 | 41,050 | ||||||||||||||||||
Common stock, shares issued | 83,152,383 | 78,713,899 | ||||||||||||||||||
Firstfire Note No. 2 [Member] | ||||||||||||||||||||
Proceeds from convertible notes | $ 313,700 | |||||||||||||||||||
Interest expenses | 46,200 | |||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 2,514,286 | |||||||||||||||||||
Debt Instrument, Principal Payment | 385,000 | |||||||||||||||||||
Convertible promissory note | 385,000 | |||||||||||||||||||
Liquidated damages | 3,500 | |||||||||||||||||||
Stock purchase warrants | 330,000 | |||||||||||||||||||
Original issue discount | 35,000 | |||||||||||||||||||
Placement agent and legal fees | 36,300 | |||||||||||||||||||
Firstfire Note No. 2 [Member] | Warrant [Member] | ||||||||||||||||||||
Proceeds from convertible notes | $ 82,870 | |||||||||||||||||||
Convertible note payable | $ 53,000 | |||||||||||||||||||
Interest expenses | $ 5,450 | |||||||||||||||||||
Exercise price | $ 0.50 | |||||||||||||||||||
Accretion related to the Convertible Notes | 76,230 | |||||||||||||||||||
Accrued Interest | 27,460 | |||||||||||||||||||
Fair value of beneficial conversion feature | $ 248,111 | |||||||||||||||||||
Debt Instrument, Principal Payment | 70,780 | |||||||||||||||||||
Promissory Note | $ 302,130 | |||||||||||||||||||
Share price | $ 0.37 | |||||||||||||||||||
Purchase shares of warrant | 330,000 | |||||||||||||||||||
Debt discount | $ 385,000 | |||||||||||||||||||
Expected life | 3 years | |||||||||||||||||||
Common stock, shares issued | 250,000 | |||||||||||||||||||
Firstfire Note No. 1 [Member] | ||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,795,918 | |||||||||||||||||||
Geneva Promissory Note [Member] | ||||||||||||||||||||
Convertible note payable | $ 57,173 | |||||||||||||||||||
Firstfire Note [Member] | ||||||||||||||||||||
Convertible note payable | $ 275,000 | |||||||||||||||||||
Description on note | all principal and interest due in twelve (12) months on June 18, 2022, with $33,000 of interest (i.e., $275,000 x 12%) earned as of June 18, 2021, interest due upon default of 20% annually, a prepayment penalty of 5% of all outstanding amounts due, and if the Company triggers and event of default which is not cured, then the total of all amounts owing will be increased by 25%, to be paid at the discretion of Firstfire, in the form of cash or conversion into common stock. The Firstfire Note No. 1 is convertible any time after June 18, 2021 into shares of common stock at a conversion price that is the lesser of $0.35 per share or seventy percent (70%) of the lowest traded price of our common stock during the ten (10) trading day period prior to conversion. Conversion of the Firstfire Note No. 1 and/or the Firstfire Warrant No. 1 is limited to Firstfire beneficially owning no more than 4.99% of the outstanding common stock of the Company. | |||||||||||||||||||
Amount of liquidated damage | $ 2,500 | |||||||||||||||||||
12% senior secured convertible promissory note [Member] | Firstfire [Member] | ||||||||||||||||||||
Convertible note principle | $ 275,000 | |||||||||||||||||||
Professional fees | 25,500 | |||||||||||||||||||
Convertible promissory note | $ 275,000 | |||||||||||||||||||
Stock to purchase warrants | 165,000 | |||||||||||||||||||
Firstfire Warrant [Member] | ||||||||||||||||||||
Exercise price | $ 0.50 | |||||||||||||||||||
Fair value of beneficial conversion feature | $ 264,372 | |||||||||||||||||||
Term period | 3 years | |||||||||||||||||||
Share price | $ 0.41 | |||||||||||||||||||
Debt discount | $ 275,000 | |||||||||||||||||||
Stock to purchase warrants | 165,000 | |||||||||||||||||||
Expected life | 1 year | |||||||||||||||||||
Restricted Common Stock [Member] | ||||||||||||||||||||
Share price | $ 0.36 | |||||||||||||||||||
SPA [Member] | Geneva Promissory Note [Member] | ||||||||||||||||||||
Proceeds from convertible notes | $ 75,000 | |||||||||||||||||||
Convertible note principle | $ 86,625 | $ 10,000 | ||||||||||||||||||
Warrant issued to purchase common stock | 51,975 | |||||||||||||||||||
Due diligence fee | $ 750 | |||||||||||||||||||
Professional fees | 3,000 | |||||||||||||||||||
Monthly payments | $ 9,529 | |||||||||||||||||||
Term period | 1 year | |||||||||||||||||||
ConvertibleNotePayableDated - July 13, 2020 [Member] | Separate And Identical Securities Purchase Agreements (the "Geneva SPAs") | ||||||||||||||||||||
Interest payable | $ 2,917 | |||||||||||||||||||
Proceeds from convertible notes | $ 60,000 | |||||||||||||||||||
Interest expenses | 24,570 | |||||||||||||||||||
Repayment of notes | 90,487 | |||||||||||||||||||
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 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%. Geneva 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 did not exceed 4.99% of the then issued and outstanding shares of common stock. The Geneva CPNs represented a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company. The Geneva CPNs include 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%. | |||||||||||||||||||
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. | |||||||||||||||||||
Five Separate Unsecured Convertible Promissory Notes [Member] | ||||||||||||||||||||
Interest expenses | 4,495 | |||||||||||||||||||
Accretion related to the Convertible Notes | 41,050 | |||||||||||||||||||
Five Separate Unsecured Convertible Promissory Notes [Member] | Restricted Common Stock [Member] | ||||||||||||||||||||
Interest payable | 500 | |||||||||||||||||||
Proceeds from convertible notes | $ 95,000 | $ 85,000 | ||||||||||||||||||
Accretion related to the Convertible Notes | 9,898 | |||||||||||||||||||
Convertible note principle | 85,000 | $ 10,000 | ||||||||||||||||||
Accrued Interest | 0 | 21,227 | ||||||||||||||||||
Fair value of beneficial conversion feature | $ 42,224 | |||||||||||||||||||
Interest expenses | $ 1,714 | $ 1,916 | ||||||||||||||||||
Debt instrument maturity date | Oct. 17, 2020 | |||||||||||||||||||
Debt instrument conversion price per share | $ 9 | |||||||||||||||||||
ConvertibleNotePayableDated - August 3, 2020 [Member] | Separate And Identical Securities Purchase Agreements (the "Geneva SPAs") | ||||||||||||||||||||
Proceeds from convertible notes | $ 52,000 | |||||||||||||||||||
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 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%. Geneva 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 did not exceed 4.99% of the then issued and outstanding shares of common stock. The Geneva CPNs represented a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company. The Geneva CPNs include 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") | ||||||||||||||||||||
Proceeds from convertible notes | $ 50,000 | |||||||||||||||||||
Convertible note payable | $ 18,805 | |||||||||||||||||||
Repayment of notes | 77,061 | |||||||||||||||||||
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 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%. Geneva 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 did not exceed 4.99% of the then issued and outstanding shares of common stock. The Geneva CPNs represented a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company. The Geneva CPNs include 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%. | |||||||||||||||||||
Convertible note principle | $ 53,000 | 55,000 | ||||||||||||||||||
Interest expenses | $ 2,650 | $ 3,256 | ||||||||||||||||||
Common stock, shares issued | 146,486 | |||||||||||||||||||
Convertible Debts [Member | Restricted Common Stock [Member] | ||||||||||||||||||||
Debt instrument maturity date | Dec. 31, 2021 |
Leases (Details Narrative)
Leases (Details Narrative) | Sep. 14, 2021USD ($) |
Leases | |
Lease term description | term is five years beginning on October 15, 2021 |
Description of lease | 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”). |
Security deposit | $ 32,621 |
Monthly base rent | $ 9,696 |
Annual increase percentage | 3.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - EMC2 Capital [Member] - Subsequent Event [Member] | 1 Months Ended |
Oct. 27, 2021USD ($)$ / sharesshares | |
Number of stock sold | shares | 875,000 |
Sale of stock, price per share | $ / shares | $ 0.20 |
Proceeds from sale of shares | $ | $ 175,000 |