The following Management's Discussion and Analysis ("MD&A") is intended to help the reader understand the consolidated results of operations and financial condition of Global WholeHealth Partners Corporation. The MD&A is provided as a supplement to, and should be read in conjunction with financial statements and the accompanying notes to the financial statements included in this Form 10-K.

Our discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.





Overview

We sell and develop in-vitro diagnostic products, including rapid diagnostic tests, such as the COVID-19 test, 6-minute rapid whole blood Ebola test, 6-minute whole blood Zika test, 8-minute whole blood rapid TB test and over 75 other tests more than 40 which are FDA approved.

The Company was founded to develop and market in-vitro diagnostic ("IVD") tests for over-the-counter ("OTC" or consumer), or consumer-use and point-of-care ("POC" or professional) which includes hospitals, physicians' offices and medical clinics, including those within penal systems throughout the US and abroad. The Company currently markets a range of diagnostic test kits for consumer use through OTC sales, and for use by health care professionals, generally located at medical clinics, physician offices and hospitals known POC, in the United States. These test kits are known as in-vitro diagnostic test kits or IVD products.






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

We sell products internationally which are not FDA approved to sell in the US. These products include an FDA Certificate of Exportability and include tests such as Ebola, ZIKA, Dengue, Malaria, Influenza, Tuberculosis, Corona Viruses, and other vector borne diseases.

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. 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. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

As of June 30, 2021, we had negative working capital of $104,534, a cash balance of $74,702 and inventory balance of $29,681. Management recognizes that in order for us to meet our capital requirements, and continue to operate, additional financing will be necessary. We expect to raise additional funds through private or public equity investment in order to expand the range and scope of our business operations. We will seek access to private or public equity but there is no assurance that such additional funds will be available for us to finance our operations on acceptable terms, if at all. If we are unable to raise additional capital or generate positive cash flow, it is unlikely that we will be able to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.





COVID-19

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





Results of Operations

Year ended June 30, 2021 compared with the year ended June 30, 2020





                                                 Year Ended June 30,
                                                                               Increase /
                                                2021             2020          (Decrease)
Revenue                                     $     40,196     $    241,624     $   (201,428 )
Cost of revenue                                  201,495          150,588           50,907
  Gross profit                                  (161,299 )         91,036         (252,335 )

Operating expenses
  Professional fees                               83,790           61,550           22,240
  Research and development                       481,740          513,003          (31,263 )
  Selling, general and administrative            317,062           82,078          234,984
  Stock compensation                           2,544,000        3,700,000       (1,156,000 )
Total operating expenses                       3,426,592        4,356,631         (930,039 )
Loss from operations                          (3,587,891 )     (4,265,595 )       (677,704 )
Other income (expense)
  Interest expense                               (64,732 )         (2,857 )         61,875
  Interest recorded on compensatory
warrants                                        (737,569 )              -          737,569
  Amortization of debt discount                 (163,931 )        (17,075 )        146,856
  Loss on related party transfer of
intangible assets                             (4,480,000 )              -        4,480,000
Total other income (expense)                  (5,446,232 )        (19,932 )      5,426,300
Net loss                                    $ (9,034,123 )   $ (4,285,527 )   $  4,748,596





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Revenue and Cost of Revenue

During fiscal 2021, the Company's sales decreased $201,428 from $241,624 in Fiscal 2020 to $40,196 in fiscal 2021. As a result of the COVID pandemic, the Company became laser focused on developing and selling COVID tests. The decrease in our revenue was due to our ability to sell unapproved COVID tests in fiscal 2020 compared to decreasing demand for unapproved tests beginning in fiscal 2021. Our attempts to develop our own FDA approved COVID test proved unsuccessful as was our ability to resell third party COVID tests primarily due to their high-cost relative to our competitors. The Company is currently in the process of refocusing its attention on marketing its core FDA OTC approved products which includes tests for pregnancy, ovulation, colorectal, drugs of abuse, glucose strips and glucose monitors through various platforms, including Walmart, Amazon and eBay. The Company estimates sales of non-COVID-19 tests to begin in fiscal Q2.

Cost of revenue increased in fiscal 2021 resulting in negative gross profit due primarily to fair value adjustments to inventory totaling $171,811 as a result of shelf-life expiration for some products.





Professional Fees

Professional fees relate to expenditures incurred primarily for legal, accounting and financing services. During fiscal 2021 professional fees increased $22,240 due to an $18,000 increase in accounting costs $12,240 increase in financing costs offset by an $8,000 decrease in legal fees.

Research and Product Development

Research and Product Development ("R&D") costs represent costs incurred to develop our tests and are incurred pursuant to certain internal R&D cost allocations, when applicable, and agreements with third-party providers, but primarily with Pan Probe Biotech, owned by Dr. Shujie Cui, our Chief Science Officer. R&D costs are expensed when incurred. During fiscal 2021, R&D costs decreased $31,263 to $481,740 compared to $513,003 in fiscal 2020 primarily due to the timing of costs incurred related to COVID-19 test development.

Selling, General and Administrative

Selling, general and administrative ("SG&A") costs include all expenditures related to personnel, travel and entertainment, public company compliance and communication costs, sales related costs, insurance and other office related costs. SG&A costs increased by $234,984 to $311,062 during fiscal 2021 compared to $82,078 during fiscal 2020. The increase is due to an increase in personnel costs ($162,500), public company related costs ($21,446), rent ($38,639), and marketing ($28,053) offset by a decrease in sales commissions ($13,920) and other G&A costs ($1,734).





Stock Compensation

Stock compensation represents the expense associated with the issuance of stock in exchange for services and is non-cash in nature. Stock compensation is based on our stock price at the measurement date and can fluctuate significantly as a result. Stock compensation expense in fiscal 2021 consisted of the issuance of 2,950,000 shares of restricted common stock at a weighted average price of $0.86 per share compared to the fiscal 2020 issuance of 1,850,000 shares of restricted common stock at a weighted average price of $2.00 per share. All shares were issued free of obligation and are valued at the close price of our common stock on the date of grant.






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Other Income and (Expense)

Other expense includes "interest expense" relates to the stated interest of our outstanding promissory notes, "interest recorded on compensatory warrants" relates to the relative value of warrants issued in conjunction with common stock as an inducement to enter into a stock purchase agreement with EMC2 Capital, "amortization of debt discount" represents the accretion of the discount applied to our notes as a result of the issuance and modification of detachable warrants and the beneficial conversion feature contained certain notes.

The loss on related party transfer of intangible assets represents value of two separate, exclusive, five-year, license agreements between the Company and Charles Strongo, our CEO, one for the manufacture of Biodegradable plastic for medical devices under provisional patent 63/054,139 and the second license agreement for the use of the intellectual property described as "a Rapid, Micro-Well or Later flow test for Parkinson's, Dementia, or Alzheimer or ASD" (collectively, the "License Agreements"). The License Agreements were both executed on January 12, 2021 and March 30, 2021. In exchange for entering into the License Agreements, the Company issued a total of 8 million shares of restricted common stock with a market value of $4,480,000. Due to this being a related party transfer with no available historical cost records, the full value of the stock issued was recorded as a loss.

Liquidity and Capital Resources

As of June 30, 2021, our cash totaled $74,702, compared to current liabilities of $508,649. From inception to June 30, 2021, we have incurred an accumulated deficit of $13,782,732. This loss has been incurred through a combination of professional fees, R&D, SG&A and non-cash stock related costs of $11,493,569 to support our plans to develop our business. During fiscal 2021, the Company had revenue of $40,196, gross profit of negative $161,299 and used cash in operations of $642,802. The Company has incurred losses since inception and may not be able to generate sufficient net revenue from its business in the future to achieve or sustain profitability. The Company currently has insufficient funds to operate over the next twelve months. To finance our operations, we have entered into a Common Stock Purchase Agreement with EMC2 Capital LLC, which provided us with $250,000 (upon the sale of 721,663 shares of common stock) during the fourth quarter of fiscal 2021 and $800,000 (upon the sale of 2,343,986 shares of common stock) thus far in fiscal 2022. Additionally, we entered into a Securities Purchase Agreement and related 12% senior secured convertible promissory note on June 18, 2021, under which the Company received funding of $224,500 on July 8, 2021.We are currently pursuing additional funds through equity or debt financing or a combination thereof. However, aside from the EMC2 SPA, the Company has no commitments to obtain any such financing, and there can be no assurance that financing will be available in amounts or on terms acceptable to the Company, if at all.





Summary of Cash Flows

Presented below is a table that summarizes the cash provided or used in our activities and the amount of the respective increases or decreases in cash provided by (used in) those activities between the fiscal periods:





                                     Year Ended June 30,        Increase / (Decrease)
                                     2021           2020
Operating activities              $ (642,802 )   $ (685,136 )   $               42,334
Investing activities                  (3,505 )            -                     (3,505 )
Financing activities                 706,512        679,715                     26,797
Net increase (decrease) in cash   $   60,205     $   (5,421 )   $               65,626




Operating Activities

Net cash used in operating activities increased $42,334 or 6% during fiscal 2021 compared to fiscal 2020.





Investing Activities



        The Company purchased computer equipment totaling $3,505 in fiscal 2021.




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Financing Activities

During fiscal 2021, the Company financed its operations from the sale of common stock ($680,051) and net issuance of promissory notes ($26,461). During fiscal 2020, the Company received 1) $20,000 upon the sale of 2,000,000 shares of common stock to LionsGate for $0.01 per share; 2) $564,715 from related party notes and advances; and 3) 95,000 from the sale of convertible promissory notes.





Contractual Obligations



None.

Off-Balance Sheet Arrangements





        We have no off-balance sheet arrangements.



Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses, and the related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates based on its historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Due to the level of activity and lack of complex transactions, we believe there are currently no critical accounting policies and estimates that affect the preparation of our financial statements.

Recently Issued Accounting Pronouncements

For a discussion of new accounting pronouncements see Note 2, Summary of Significant Accounting Policies, of the consolidated financial statements appearing elsewhere in this Form 10-K.





Related Party Transactions

For a discussion of our Related Party Transactions, see "Note 5 - Transactions With Related Persons" to our Financial Statements included under Item 8 in this Annual Report on Form 10-K.

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