NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2021
AND 2020
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”) as of March 31, 2021,
and for the three and nine months ended March 31, 2021 and 2020, include the accounts of the Company and its wholly-owned and controlled
subsidiary, Global WholeHealth Partners Corp, a private Wyoming corporation, and have been prepared in accordance with generally accepted
accounting principles in the United States of America (“US GAAP”), for interim financial information and with the instructions
to Form 10-Q and Article 8 of Regulation S-X. Certain information or footnote disclosures normally included in financial statements prepared
in accordance with GAAP have been condensed or omitted.
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.
As shown in the accompanying financial statements, the Company incurred negative operating cash flows of $496,861 for the nine months
ended March 31, 2021 and has an accumulated deficit of $13,143,043 from inception through March 31, 2021. The ability of the Company
to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable.
In view of these conditions, the ability of the Company
to continue as a going concern is in doubt and dependent upon achieving a profitable level of operations and on the ability of the Company
to obtain necessary financing to fund ongoing operations. Historically, the Company has relied upon internally generated funds, and funds
from the sale of stock, issuance of promissory notes and loans from its shareholders and private investors to finance its operations and
growth. Management is planning to raise necessary additional funds for working capital through loans and/or additional sales of its common
stock. However, there is no assurance that the Company will be successful in raising additional capital or that such additional funds
will be available on acceptable terms, if at all. Should the Company be unable to raise this amount of capital its operating plans will
be limited to the amount of capital that it can access. These consolidated financial statements do not give effect to any adjustments
which will be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and
discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying
consolidated financial statements.
NOTE 2 – 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:
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Estimated
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|
|
Useful Lives
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Computer equipment and software
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3 years
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|
Equipment, furniture and fixtures
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5 years
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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):
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March 31,
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2021
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2020
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Convertible promissory notes
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10,221
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—
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Warrants
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2,000,000
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—
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NOTE 3 – Equipment
Equipment consists of the following:
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March 31,
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June 30,
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2021
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2020
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Computers, office equipment and software
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$
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3,505
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$
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—
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Total equipment
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3,505
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—
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Accumulated depreciation
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(776
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)
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—
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Equipment, net
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$
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2,729
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$
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—
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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.
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”) 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.”
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”) 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.”
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”) 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 to 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. The right of the Company to sell Purchase Shares to EMC2 Capital is dependent
on the Company satisfying certain conditions, including notice of effectiveness of the shelf registration statement registering the Purchase
Shares, issuance of the Commitment Shares and Commitment Warrant. Fom S-1 registering 11,993,271 shares of common stock related to the
EMC2 SPA was filed on January 28, 2021 and declared effective on March 3, 2021 (the “Measurement Date”).
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.
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.
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”) to cover operating costs. On March 29, 2020, the Company issued
a Promissory Note (the “Note”), and on June 30, 2020, amended the Note (the “Note Amendment”). Pursuant
to the Note and Note Amendment, the terms provided for total funding of up to $585,000, interest at the rate of 5% per annum with the
principal and interest due in-full on June 30, 2021. On January 27, 2021, 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 included a beginning balance of $29,951 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. During the three and nine months ended March 31, 2021, LionsGate provided
advances under the Note, as amended and the Loan Agreement totaling $66,776 and $106,698, respectively. Also, during the three and nine
months ended March 31, 2021, the Company repaid LionsGate $0 and $137,500, respectively.
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.
NOTE 6 – Convertible Promissory Notes
On April 18, 2020, the Company issued five separate
unsecured convertible promissory notes in exchange for $95,000 (the "Convertible Notes"). Each Convertible Note contains
the same terms and conditions. The Convertible Notes bear interest of 8%, matured in six months on October 17, 2020 and are convertible
at any time into shares of restricted common stock at a conversion price of $9.00 per share. The notes are currently in default. The debt
discount attributable to the fair value of the beneficial conversion feature amounted to $42,224 for the Convertible Notes and was accreted
over the term of the Convertible Notes. In December of 2020, the Company repaid, in-full, two of the Convertible Notes with principal
a balance totaling $10,000 and $500 in interest payable.
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”), the Company and Geneva Roth Remark Holdings, Inc. ("Geneva") entered
into separate and identical Securities Purchase Agreements (the "Geneva SPAs"). Pursuant to the Geneva SPAs, Geneva and
the Company entered into separate and identical Convertible Promissory Notes also dated as of July 13, 2020, August 3, 2020 and September
8, 2020 for principal amounts of $63,000, $55,000 and $53,000, respectively (the "Geneva CPNs"). Pursuant to the terms
of the Geneva CPNs, the Company received net proceeds of $60,000, $52,000 and $50,000 (the proceeds from each note were funded net of
$3,000 in legal fees). The Geneva CPNs 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 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 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%.
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.
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"). 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.
As a condition to the Creditor’s entry into
the Geneva Promissory Note, the Company issued Geneva a Stock Purchase Warrant (the “Geneva Warrant”) to purchase up
to 51,975 shares of the Company’s common stock, which are exercisable from October 23, 2021 to April 26, 2024, at an exercise price
of $0.50.