As filed with the Securities and Exchange Commission on May 30 , 2014

January 27, 2021

Registration No. 333-193599



333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM S-1/A

AMENDMENT NO. 4

S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

TEXAS JACK OIL & GAS

GLOBAL WHOLEHEALTH PARTNERS CORPORATION

(Exact Namename of Small Business Issuerregistrant as specified in its Charter)

charter)

Nevada1382283546-2316220

(State or other Jurisdictionjurisdiction of Incorporation)

incorporation or organization)

(Primary Standard Industrial

Classification Code)Code Number)

(IRSI.R.S. Employer

Identification No.)Number)

TEXAS JACK OIL & GAS CORPORATION
15 Belfort, Newport Coast, CA 92657
Phone: (949) 706-3628

2227 Avenida Oliva

San Clemente, California 92673

(714) 392-9752

(Address, including zip code and Telephone Numbertelephone number, including area code, of Registrant’s Principal

registrant’s principal executive offices)

Charles Strongo

Chief Executive Offices and Principal Place of Business)

Paracorp Incorporated
318 North Carson Street, Suite 208
Carson City, Nevada 89032
Phone: (775) 883-0104
Officer

Global Wholehealth Partners Corporation

2227 Avenida Oliva

San Clemente, California 92673

(714) 392-9752

(Name, Addressaddress, including zip code and Telephone Numbertelephone number, including area code, of Agentagent for Service)

service)

Copies of communications to:

Leo J. Moriarty,

Stephen Mills, Esq.

LAW OFFICE OF LEO J. MORIARTY
3020 Old Ranch Parkway, Suite 300
Seal Beach, CA 90740
Phone: (714) 305-5783
Fax:  (714) 316-1306
E-Mail: ljmlegal@aol.com

PO Box 281077

Nashville, TN 37228

(615) 476-1151

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statementregistration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.       x

box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, of 1933, please check the following box and list the Securities Act registration Statement number of the earlier effective registration statement for the same offering.        o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d)462(c) under the Securities Act, of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o

” ☐

If delivery of the prospectusthis Form is expected to be madea post-effective amendment filed pursuant to Rule 434, please462(d) under the Securities Act, check the following box.      o

box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨ ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company,” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated fileroAccelerated filero
Non-accelerated fileroSmaller reporting companyx
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐


CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities
to be Registered
 
Amount to be
Registered
  
Proposed Maximum
Aggregate Offering
Price per Security
  
Proposed Maximum
Aggregate
Offering Price
  
Amount of
Registration
Fee(3)
 
             
Common Stock, $0.001 par value
  
8,400,000
 (5)
 
$
0.001
  
$
8,400
  
$
1.08
 
Common Stock, $0.001 par value
  
5,000,000
 (4)
 
$
0.10
  
$
500,000
     
TOTAL
  
13,400,000
          
$
1.08
 
(1) In accordance with Rule 416(a),

Title of Each Class of Securities to be RegisteredNumber of shares to be RegisteredProposed Offering Price
Per Share
Proposed Maximum Aggregate Offering Price(1)Amount of Registration Fee(2)
Common stock, $0.001 par value per share11,993,271 $5.00$59,966,355$6,542.33

(1)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(2)Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant is also registering hereunder an indeterminate number of sharesshall file a further amendment which specifically states that may be issued and resold resulting from stock splits, stock dividends or similar transactions.

(2) Estimatedthis registration statement shall thereafter become effective in accordance with Rule 457(o)section 8(a) of the Securities Act of 1933 solely for the purpose of computing the amount ofor until the registration fee. statement shall become effective on such date as the Commission, acting pursuant to said section 8(a), may determine.

The offering price has been arbitrarily determined by Texas Jack Oil & Gas Corporationinformation in this prospectus is not complete and bears no relationship to assets, earnings, or any other valuation criteria. No assurance can be given that the shares offered hereby will have a market value or that they may be sold at this, or at any price.

(3) Thechanged. We may not sell these securities until the registration fee for securitiesstatement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to be offered to the public is based on an estimate of the Proposed Maximum Aggregate Offering Price of thesell these securities and such estimateit is solely fornot soliciting offers to buy these securities in any jurisdiction where the purpose of calculating the registration fee pursuant to Rule 457(o).offer or sale is not permitted.

(4) Represents shares of the registrant’s common stock (Primary Offering) 5,000,000 shares to be sold in the future.
(5) This amount covers the resale by our selling shareholders (Secondary Offering) of up to 8,400,000 shares of common stock previously issued to such selling shareholders.
EXPLANATORY NOTE
This registration statement covers two separate amounts of the company’s common shares.
Public Offering:  The primary offering by the registrant of up to 5,000,000 shares of common stock for an offering price of $0.10 per share, (Primary Offering)
Selling Stockholders: The registration by certain selling stockholders of up to an aggregate of 8,400,000 shares of the registrant’s common stock. (Selling Stockholders).
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT ALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SUCH SECTION 8(a), MAY DETERMINE.

The information in this preliminary prospectus is not complete and Maymay be changed. TheseWe may not sell these securities May not be sold until the registration statement filed with the U.S. Securities and Exchange Commission (“SEC”) is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdictionstate where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

Subject to completion,Completion

Preliminary Prospectus dated ___________________

TEXAS JACK OIL & GAS CORPORATION
8,400,000 SHARES OF COMMON STOCK (Selling Stockholders) AT $0.001 AND
(Primary Offering) 5,000,000 SHARES OF COMMON STOCK AT $0.1 PER SHARE
Prior to this registration, there has been no public trading market for theJanuary 27, 2021

PROSPECTUS

11,993,271 Shares

A close up of a logo

Description automatically generated

Common Stock

Our common stock is listed on The OTC Markets under the symbol “GWHP.” The last reported sale price of Texas Jack Oil & Gas Corporation ("Texas Jack", the "Company", "us", "we", "our") and it is not presently traded on any market or securities exchange. We are offering in the (Primary Offering) up to 5,000,000 shares ofour common stock for sale by us to the public and also registering (Selling Stockholders) 8,400,000 shares of existing stock held by existing shareholders.

Primary Offering
We are offering for sale in the (Primary Offering) a minimum of 2,000,000 and a maximum of 5,000,000 shares of common stock at a price of $0.10 per share (the "Offering"). The Primary Offering is being conducted on a self-underwritten, best effort basis, which means our officer and director will attempt to sell the shares and we will not be able to spend any of the proceeds unless a minimum of 2,000,000 shares are sold. This Primary Offering will continue for the earlier of: (i) 180 days after this registration statement becomes effective with the Securities and Exchange Commission, or (ii) the date on which all 5,000,000 shares registered hereunder have been sold. We may at our discretion extend the Primary Offering for an additional 90 days. Proceeds from the sale of the Primary Offering shares will be used to fund the initial stages of our business development. There have been no arrangements to place the Primary Offering funds in escrow. We intend to open a standard, non-interest bearing, bank account to be used only for the deposit of funds received from the sale of the shares in this Primary Offering. When at least 2,000,000 shares of the Primary Offering are sold and the Primary Offering has expired the funds will be transferred to our business account for use in the implementation of our business plan. If the minimum number of shares are not sold by the expiration date of the Primary Offering, the funds will be promptly returned to the investors (within 3 business days), without interest or deduction. However; since the funds will not be placed into an escrow account, any third party creditor who may obtain a judgment or lien against us could satisfy the judgment or lien by executing on the bank account where the Primary Offering proceeds are being held, resulting in a loss of any investment you make in our securities.
There can be no assurance that all or any shares being offered in this Primary Offering are going to be sold and that we will be able to raise any funds from this Offering.
Primary Offering
Shares Offered by Company
 Price to Public Selling Agent Commissions Proceeds to the Company 
Per Share $0.10 Not applicable $0.10 
Minimum  (2,000,000 shares) $200,000 Not applicable $200,000 
Maximum (5,000,000 shares) $500,000 Not applicable $500,000 
Neither the Securities and Exchange Commission nor any state regulatory authority has approved or disapproved of these securities, endorsed the merits of this Primary Offering, or determined that this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Selling Security Holders
December 10, 2020 was $1.13per share.

This prospectus also relates to the resaleoffer and sale of an aggregate of an additional 8,400,000up to 11,993,271 shares of common stock, par value $0.001, sold to ten investors pursuant toof Global Wholehealth Partners Corporation, a 506 commencing in May and ending in January 2014 , see “theNevada corporation, by EMC2 Capital, LLC, or EMC2 or the Selling Security Holders” under this prospectus. These securities will beStockholder.

The shares of common stock being offered for sale by the Selling Security Holder identifiedStockholder have been or may be issued pursuant to the purchase agreement dated July 22, 2020 that we entered into with EMC2. See “The EMC2 Transaction” on page 17 for a description of that agreement and “Selling Stockholder” on page 27 for additional information regarding EMC2. The prices at which EMC2 may sell the shares will be determined by the prevailing market price for the shares or in negotiated transactions.

We are not selling any securities under this prospectus in accordance with the methods and terms described in the section of this prospectus entitled “Plan of Distribution."

We will not receive any of the proceeds from the sale of these 8,400,000 shares. We will pay all expenses, except for the brokerage expenses, fees, discounts and commissions, which will all be paidshares by the Selling Security Holders, incurred in connection withStockholder.

The Selling Stockholder may sell the offeringshares of common stock described in this prospectus. Our common stock isprospectus in a number of different ways and at varying prices. See “Plan of Distribution” on page 34 for more fully described ininformation about how the section of this prospectus entitled “Description of Securities."

Our common stock is presently not traded on any market or securities exchange. The Selling Security Holders have not engaged any underwriter in connection withStockholder may sell the sale of their shares of common stock.

stock being registered pursuant to this prospectus. The Selling Shareholders 8,400,000 may sell some or all of their shares at a fixed price of $0.001 per share until our shares are quoted on the OTCBB and thereafter at prevailing market prices.  Prior to being quoted on the OTC Bulletin Board, shareholders may sell their shares in private transactions to other individuals.
We intend to apply to have our common stock quoted on the Over-the-Counter Bulletin Board (“OTCBB”). There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority ("FINRA") to facilitate such quotation, nor can there be any assurance that such an application for quotation will be approved. We have agreed to bear the expenses relating to the registration of the shares of the Selling Security Holder.
The President of the company Robert SchwarzStockholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended with respectamended.

We will pay the expenses incurred in registering the shares, including legal and accounting fees. See “Plan of Distribution”.

Investing in our common stock involves a high degree of risk. See “Risk Factors” on page 15 in this prospectus to allread about the factors you should consider before buying shares being offered hereby.

of our common stock.

We are an “emerging growth company” undermay amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the Jumpstart Our Business Startups Act (“JOBS Act”)entire prospectus and are eligible for reduced public company reporting requirements.

We do not consider our-self a blank check company. We have no plansany amendments or intentions to be acquired by or to merge with an operating company, nor do we,supplements carefully before you make your investment decision.

Neither the Securities and Exchange Commission nor any other state securities commission has approved or disapproved of our shareholders, have plansthese securities or passed upon the accuracy or adequacy of this prospectus. Any representation to enter into a change of control or similar transaction or to change our management.

Our management consisting of Robert Schwarz has never been previously involved in the management or ownership of a development stage company that has not implemented fully its business plan, engaged in a change of control or similar transaction, or generated no or minimal revenues to date.
Texas Jack Oil & Gas Corporationcontrary is a development stage company and has a limited history of development stage operations. We presently do not have the funding to execute our business plan.  As of thecriminal offense.

The date of this prospectus is January 27, 2021

TABLE OF CONTENTS

Page
Prospectus Summary1
The Offering14
Risk Factors15
Cautionary Note Regarding Forward-Looking Statements22
Use of Proceeds23
Selling Stockholder23
Price Range of Common Stock24
Capitalization25
Dividend Policy26
Description of Capital Stock26
Equity Purchase Agreement28
Plan for Distribution31
Legal Matters32
Experts32
Where You Can Find More Information32
Market and Industry Data and Forecasts32
Index to Consolidated Financial Statements 32
Incorporation of Certain Information by Reference53

You should rely only on the information contained in this prospectus or in any free writing prospectus we file with the Securities and Exchange Commission. We have not authorized anyone to provide you with information different from that contained in this prospectus or any free writing prospectus. We take no responsibility for, and can provide no assurance, as to the reliability of any other information that others may give you. The information contained in this prospectus is accurate only as of the date on the front cover of this prospectus, or other earlier date stated in this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock. Our business, financial condition, results of operations and prospects may have changed since such date.

For investors outside of the United States: we have generated nominal revenues ($ 4,083 ) from our development stage business operations.

AN INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. See "Risk Factors” beginning on page 9 for risksnot done anything that would permit this offering outside the United States or to permit the possession or distribution of an investment in the securities offered by this prospectus which you should consider before you purchaseoutside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any shares.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Daterestrictions relating to, the offering of This Prospectus is:  _____________, 2014
This prospectus is not an offer to sell any securities other than the shares of common stock offered hereby. This prospectus is not an offer to sell securities in any circumstances in which such an offer is unlawful.
We have not authorized anyone, including any salesperson or broker, to give oral or written information about this offering,and the Company, or the shares of common stock offered hereby that is different from the information included in this prospectus. You should not assume that the information in this prospectus, or any supplement to this prospectus, is accurate at any date other than the date indicated on the cover Schwarzdistribution of this prospectus or any supplement to it.
outside of the United States.

TABLE OF CONTENTS
This summary highlights selected information contained elsewhere in this prospectus.

This summary does not contain all of the information that you should consider before investing in the common stock.making your investment decision. You should carefully read the entire prospectus includingcarefully, especially the “Risk Factors” and our financial statements and the related notes from our Report on Form 10-K for the year ended June 30, 2020, filed with the SEC on September 28, 2020, our Report on Form 10-Q for the quarter ended September 30, 2020, filed with the SEC on November 12, 2020, and our Registration on Form 10-12G/A which covers the fiscal years ended June 30, 2018 and June 30, 2019, filed with the SEC on April 2, 2020, before deciding to invest in shares of our common stock.

PRoSPECTUS SUMMARY

Global WholeHealth Partners Corporation, and its subsidiaries, (collectively, “we,” “us,” “our,” the “Company” or “Global”) was founded to develop, manufacture and market in vitro diagnostic (“IVD”) tests for over-the-counter (“OTC” or consumer), “Management’sor 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 manufactures and 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 as POC, in the United States. These test kits are known as in vitro diagnostic test kits or “IVD” products.

The Company believes, according to publicly available sources, that the IVD industry is a multi-billion-dollar industry that is increasing each year. This assessment includes all laboratory hospital-based products, OTC devices, and rapid tests performed at the point-of-care. The Company believes that the following factors can be attributed to the increase in overall need and use of IVD test kits: an aging baby-boomer population; increasing healthcare costs; the ever-growing number of uninsured and under-insured in the U.S. and abroad; and a general increase in consumer awareness, in part due to the wealth of information available on the internet.

The concepts that distinguish POC technology - operation simple enough for non-laboratory users; little or no maintenance requirement; and rapid, reliable results - mean that it can be applied equally well in many non-clinical settings, such as the OTC market. As advances in medical technology increasingly make it possible to diagnose diseases and physiological conditions from ever-smaller amounts of body fluids, certain diseases and conditions that once required diagnosis by physicians and/or medical technicians inside hospital emergency rooms, exam rooms/bedside studies, or private clinics, can now also be done by inexpensive, easy-to-use diagnostic devices that consumers can use in the comfort and anonymity of their home. Today, the average pharmacy, whether a privately-owned neighborhood store, or chain owned, has become an outlet for selling IVD test kits for in-home use.

Business

All the products we sell are manufactured in an FDA Approved Facility in the USA. An FDA Approved facility is a facility that meets Good Manufacturing Practices (“GMP”) with the FDA. The products that are not FDA approved to sell in the US are for export only and cannot be sold in the US. We are not presently looking to file for FDA 510K for the non-FDA approved products.

The following are tests that we offer for sale:

We list 56 unique tests for FDA Approved Over The Counter Tests (OTC).

1Pregnancy Cassette 7mm (Large)20Amphetamine (AMP) Dipstick39Opiate (OPI) Cassette
2Pregnancy Cassette 5mm (Small)21Barbiturate (BAR) Dipstick40Phencyclidine (PCP) Cassette
3Pregnancy Combo Cassette22Benzodiazepine (BZD) Dipstick41Ecstasy (MDMA) Cassette
4Pregnancy Serum Cassette23Cocaine (COC) Dipstick42Tricyclic Antidepressant (TCA) Cassette
5Pregnancy Strip / Dipstick 3.5mm24Marijuana (THC) Dipstick432 Panel Multi-Drug Dipstick
6Pregnancy Strip 5mm25Methadone (MTD) Dipstick443 Panel Multi-Drug Dipstick
7Pregnancy Combo Strip26Methamphetamine (MET) Dipstick454 Panel Multi-Drug Dipstick
8Pregnancy Midstream27Opiate (OPI) Dipstick465 Panel Multi-Drug Dipstick
9Menopause Cassette28Phencyclidine (PCP) Dipstick476 Panel Multi-Drug Dipstick
10Menopause Strip29Ecstasy (MDMA) Dipstick488 Panel Multi-Drug Dipstick
11Menopause Midstream30Tricyclic Antidepressant (TCA) Dipstick4910 Panel Multi-Drug Dipstick
12Ovulation Cassette31Oxycodone (OXY) Dipstick502 Panel Multi-Drug Cassette
13Ovulation Strip32Amphetamine (AMP) Cassette515 Panel Multi-Drug Cassette
14Ovulation Midstream33Barbiturate (BAR) Cassette526 Panel Multi-Drug Cassette
15Colorectal Cancer Test34Benzodiazepine (BZD) Cassette5310 Panel Multi-Drug Cassette
16Cholesterol35Cocaine (COC) Cassette545 Panel Multi-Drug Cup
17Glucose Rapid No machine Required36Marijuana (THC) Cassette556 Panel Multi-Drug Cup
18Blood Alcohol Test37Methadone (MTD) Cassette5610 Panel Multi-Drug Cup
19ALL DRUG TESTS38Methamphetamine (MET) Cassette  

1

We list 8 tests that are FDA CLIA WAIVED and Professional Approved.

Professional Approved means that only physicians and medical professionals can administer the test and the test is generally not covered by insurance. Clinical Laboratory Improvement Amendments (“CLIA”) which is defined as a test that can be carried out by medical professionals and has a low risk of an incorrect result and is generally covered by insurance.

1H-Pylori5Fecal Occult Blood (FOB) Cassette
2Influenza A Cassette6Strep A Cassette
3Influenza B Cassette7Strep A Strip
4Influenza A & B Combo Cassette8Mononucleosis Cassette

We list 9 tests that are FDA Approved for POC (Point Of Care) Professional Approval from FDA.

1Urinalysis Reagent Strip 1 Test: 1 - Parameter4Urinalysis Reagent Strip 10 Test:
  URS-1A | Ascorbic Acid  Any 10 combination
  URS-1K | Ketone  URS-11 Tests | Leu - Nit - Uro - Pro - pH - Blo - SG - Ket - Bil - Glu - Asc Acid
  URS-1P | Protein5Urinalysis Reagent Strip 11 Test:
  URS-1B | Blood  All 11 tests
  URS-1G | Glucose  URS-11 Tests | Leu - Nit - Uro - Pro - pH - Blo - SG - Ket - Bil - Glu - Asc Acid
2Urinalysis Reagent Strip 6 Test:6Cholesterol PROFESSIONAL FDA
  6-Parameter.Any combination7Troponin I Cassette (S) FDA
  Blood - Ketone - Glucose - Protein - pH8Troponin I Cassette (WB) FDA
  URS-OBGYN | Leukocyte - Nitrite - Blood - Protein - Glucose9HIV 1/2 Cassette FDA APPROVED
3Urinalysis Reagent Strip 8 Test:   
  Any 8 combination   
  URS-11Tests | Leu - Nit - Uro - Pro - pH - Blo - SG - Ket - Bil - Glu - Asc Acid   

There are several different types of combinations of testing that can be done with the Urinalysis Reagent Strips. Urinalysis is a test of your urine. A urinalysis is used to detect and manage a wide range of disorders, such as urinary tract infections, kidney disease and diabetes. A urinalysis involves checking the appearance, concentration and content of urine. Mayo Clinic Oct 23, 2019.

Urinalysis tests include the following: 1.Glucose: This test is based on a double sequential enzyme reaction. One enzyme, glucose oxidase, catalyzes the formation of gluconic acid and hydrogen peroxide from the oxidation of glucose. A second enzyme, peroxidase, catalyzes the reaction of hydrogen peroxide with potassium iodide chromogen to oxidize the chromogen to colors ranging from blue-green to greenish-brown through brown and dark brown. 2.Bilirubin: This test is based on the coupling of bilirubin with a diazotized dichloroaniline in a strongly acid medium. The colors range from light tan to reddish-brown. 3.Ketone: This test is based on the reaction of acetoacetic acid with sodium nitroprusside in a strongly basic medium. The colors range from beige or buff-pink color for a “Negative” reading to pink and pink-purple for a “Positive” reading. 4.Specific Gravity: This test is based on the apparent pKa change of certain pretreated polyelectrolytes in relation to the ionic concentration. In the presence of an indicator, the colors range from dark blue or blue-green in urine of low ionic concentration to green and yellow-green in urine of higher ionic concentration. 5.Blood: This test is based on the pseudo peroxidase action of hemoglobin and erythrocytes which catalyzes the reaction of 3,3’,5, 5’-tetramethyl-benzidine and buffered organic peroxide. The resulting colors range from orange to yellow-green and dark green. Very high blood concentration may cause the color development to continue to dark blue.6. pH: This test is based on the well known double pH indicator method, where bromothymol blue and methyl red give distinguishable colors over the pH range of 5-9. The colors range from red-orange to yellow and yellow-green to blue-green.7. Protein: This test is based on the protein error-of-indicator principle. At a constant pH, the development of any green color is due to the presence of protein. Colors range from yellow for a “Negative” reaction to yellow-green and green to blue-green for a “Positive” reaction. 8.Urobilinogen: This test is based on a modified Ehrlich reaction in which p-diethylamino benzaldehyde reacts with urobilinogen in a strongly acid medium. Colors range from light pink to bright magenta. 9.Nitrite: This test depends on the conversion of nitrate to nitrite by the action of Gram-negative bacteria in the urine. The nitrite reacts with p-arsanilic acid to form a diazonium compound in an acid medium. The diazonium compound in turn couples with 1,2,3,4- tetrahydro benzo(h) quinoline to produce a pink color.10. Leukocytes: This test is based on the action of esterase present in leukocytes, which catalyzes the hydrolysis of an indoxyl ester derivative. The indoxyl ester liberated reacts with a diazonium salt to produce a beige-pink to purple color. 11.Ascorbic Acid: This test is based on the action of a complex chelating agent with a polyvalent metal ion in its higher state and an indicator dye that can react with the metal ion.

2

We list over 20 tests are NOT FDA Approved to sell in the US but can be sold for export only.

ØTB Cassette (tuberculosis)
ØDengue Cassette
ØMalaria Cassette
ØHIV 1/2 Cassette.
ØRAPID EBOLA TEST
ØEbola PCR tests 6 tests per pack
ØZika Rapid Anti-Body Test (10,000 tests minimum order)
ØHBsAG (Hepatitis B Antigen) Cassette
ØHep B Antibody Cassette
ØHCV (Hepatitis C) Cassette
ØH-Pylori
ØSyphilis Cassette
ØAnti-Syphilis Cassette
ØSyphilis Strip
ØHSV-1 (Herpes Simplex Virus 1) Cassette
ØHSV-2 (Herpes Simplex Virus 2) Cassette
ØHSV 1 & 2 Cassette
ØGonorrhea Cassette
ØGonorrhea Strip
ØChlamydia Cassette SWAB TEST M or F
ØStrep A Cassette
ØStrep A Strip
ØCholera Cassette
ØMononucleosis Cassette

CANCER MARKERS: NOT FDA APPROVED

ØPSA 1ng
ØPSA 4ng
ØPSA 1 & 4
ØFecal Occult Blood (FOB) Cassette
ØCEA Cassette
ØAFP Cassette

HEART MAKERS: NOT FDA APPROVED

ØMyoglobin Cassette
ØMyoglobin/Troponin Combo Cassette
ØCRP: C Reactive Protein Cassette
ØMy/CRP Combo Cassette
ØMy/CK-MB/Tri Combo Cassette

OTHER: NOT FDA APPROVED

ØTSH Adult Cassette (thyroid)
ØTSH Neonatal Cassette (thyroid)
ØIgE Allergy

Industry

The use of diagnostics in quality measures often is supported by clinical practice guidelines. Of all quality measures in HEDIS (The Healthcare Effectiveness Data and Information Set (“HEDIS”) is a widely used set of performance measures in the managed care industry, developed and maintained by the National Committee for Quality Assurance (“NCQA”) and NQMC (The National Quality Measures Clearinghouse (“NQMC”), we identified guidelines specifically recommending diagnostic use in the NGC for 61.5% of those in HEDIS and 78.5% of those in the NQMC.

Of course, the development of measures for HEDIS, NQMC and other quality assessment initiatives is a relatively new process and represents only a sample of evidence-based use of diagnostics. Nevertheless, this analysis conveys the essential role of diagnostics in health care quality. Further, the incorporation of diagnostics into quality measures serves as a benchmark for assessing underuse of diagnostics and the health and economic impact of such underuse.

3

In its annual report on the state of health care quality in the US, NCQA assessed the impact of under-compliance with HEDIS measures, including those pertaining to diagnostics, on avoidable adverse health events, deaths and costs. Table 1 below shows these impacts for measures pertaining to diagnostics used in breast cancer detection, cholesterol management, colorectal cancer screening and diabetes management.

Table 1: Relationship between Application of Selected HEDIS Diagnostic Quality Measures and Avoidable Adverse Health Events, Deaths and Costs

Percent National Under-use in HEDIS Compliant Health Plans
HEDIS Quality MeasureEstimated Annual Avoidable Adverse Health EventsEstimated Annual Avoidable DeathsEstimated Annual Avoidable Costs
Breast cancer screening19.30%7,600 breast cancer600–1,000$ 48 million
(biopsy, needlecases treated in Stage
aspiration orIV due to late
mammography)diagnosis
Cholesterol management48.914,600 major coronary events6,900–17,000$ 87 million
Colorectal cancer51.920,000 cases of4,200–6,300$191 million
screeningcolorectal cancer
(FOBT or colonoscopy)diagnosed/treated at a
later stage
Diabetes management20.214,000 heart attacks, strokes, or amputations4,300–9,600$573 million
(HbA1c control)

549 State of health care quality: industry trends and analysis. Washington, DC: National Committee for Quality Trance, 2004.

These and other findings of the 2004 NCQA report on the state of health care quality demonstrate the potential for evidence-based use of diagnostics to improve health care quality and to avoid unnecessary adverse health events, deaths and costs. These studies are the most recent and as time has passed, we all understand that the cost of Health Care has gone up dramatically and therefore the savings to the health care industry is even greater than the studies show (See Table 1 above).

Health care increasingly is subject to demands for improved health and quality of life and constraints on the spending required to deliver these improvements. In vitro diagnostics, henceforth in this report referred to as diagnostics, aid in responding to such demands by enabling accurate detection of health risks and disease at earlier stages and improving treatment and disease management, while diminishing subsequent health problems and their associated costs. Diagnostics serve a key role in the health value chain by influencing the quality of patient care, health outcomes, and downstream resource requirements.

From consumer-friendly at-home pregnancy and glucose monitoring tests to more complex automated laboratory-based systems, these tests are often first-line health decision tools. While diagnostics comprise less than 5% of hospital costs and about 1.6% of all Medicare costs, their findings influence as much as 60-70% of health care decision-making. The value of diagnostics accrues to not only clinicians and patients, but to health care managers, third-party payers, and quality assurance organizations that use diagnostic performance to measure and improve health care quality.

The following data have been culled from various publicly available sources that the Company believes to be accurate but cannot guarantee it. The Company has attempted to provide conservative statistics and believe that it is generally known that the market for IVD products is significant and is continuing to grow.

The pregnancy test is one of the primary home tests used in the world. The Company believes that approximately, 85,000 retail drug stores in the U.S. are selling over $900 million of pregnancy tests alone and continues to increase annually. Presently, it knows of five major manufacturers of this product.

The ovulation test market is generally estimated at $51 million annually and is growing annually. Presently, the Company is aware of four major brand companies that offer this test.

The glucose (diabetes) whole blood test is used to test for abnormal glucose blood levels. A significant number of individuals are affected in the United States with non-insulin dependent diabetes (Type II), many of whom are without knowledge of the disease. This disease, left untreated, can cause cardiovascular disorders and cataracts. With the explosive growth of childhood obesity and general poorer health on Americans, this test can save thousands of lives.

4

As mentioned in the Table 1: Diabetes management: There are 14,000 heart attacks, strokes, or amputations; 4,300–9,600 Deaths, but with Rapid Diagnostic Testing an annual avoidable cost of $573 million per year, and lives saved.

The Company’s most recent OTC product is its colorectal test (colon disorders). The Company estimates the demand for this test to increase with awareness of availability. It knows of only one other company that is currently offering this product. The colorectal Cancer screening tests helps detect the possibility of cancer early and can saves thousands of lives and millions of dollars. Colorectal cancer screening (FOBT) Fecal Occult Blood Test: 20,000 cases of colorectal cancer diagnosed/treated at a later stage and 4,200–6,300 deaths, but with Rapid Diagnostic Testing an annual avoidable cost of $191 million per year and lives saved.

The Company’s cholesterol OTC test and its cholesterol colorimetric POC test are available to test for abnormal levels of cholesterol in whole blood. There is evidence that a high blood cholesterol level increases the risk of developing arteriosclerosis, and with it the risk of coronary heart disease or stroke. This heart disease is the leading cause of death in the United States, as reported by the American Heart Association. Estimated Annual Avoidable Adverse Health Events are estimated to be approximately 14,600 with estimated annual avoidable deaths of approximately 6,900–17,000 from high Cholesterol. Rapid Diagnostic Tests taken by this populations would save an estimated $87 million per year and lives saved.

The market for drugs-of-abuse tests for the over-the-counter market is generally estimated to be one of the fastest growing markets of all IVD test products. At present, the Company believes that many law enforcement and governmental agencies are using laboratory testing facilities and must wait for results, often taking one week to ten days. The Company’s tests are completed onsite within ten minutes.

A significant number of people are infected by the H-Pylori bacteria, which are associated with ulcers. The Company’s H-Pylori test for the POC is one of its newest products.

All of the Company’s diagnostic tests, over 90 products are available for international distribution. The Company believes that its tests are excellent for distribution and use in underdeveloped countries because, unlike lab and other rapid diagnostic tests, its test kits do not need refrigeration and can withstand extended periods of excessive heat.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Financial Statements, before making an investment decision. In this Prospectus, the terms “TEXAS JACK” “Company,” “we,” “us” and “our” refer to Texas Jack Oil & Gas Corporation.

Overview
We are an exploration stage company, as a for-profit company, and electing a fiscal year endOperations

Results of June 30.

We were incorporated in the State of Nevada on March 7, 2013, under the name of Texas Jack Oil & Gas Corporation.
Texas Jack Oil & Gas Corporation is a development stage company with a limited history of development stage operations.
Where You Can Find Us
Our principal executive office is located at Texas Jack Oil & Gas Corporation, 15 Belfort, Newport Coast, California 92657.
Our telephone number is 949-706-3628. We maintain our statutory registered agent's office at Paracorp, Incorporated 318 North Carson Street, Suite 208 Carson City, Nevada 89032.
GENERAL INTRODUCTION
Texas Jack Oil & Gas Corporation is engaged in the exploration and development of oil and gas properties.
The company presently owns a 3% percent working lease interest in one well located in the Jack County, Texas. The operator of the well is Southlake Operating, LLC (“Southlake”) who is currently drilling and completing additional horizontal and vertical oil and gas wells in the Marble Falls formation in Jack and Young Counties, Texas. Southlake has leased 1,067 acres in Jack and Young Counties located approximately 90 miles west of Fort Worth, Texas. Southlake expects to drill a total of nine or ten horizontal wells with lateral lines of approximately 2,000 feet will be drilled using a multi-stage completion technique to maximize production from the wells; an additional four or five vertical wells will be drilled to the Marble Falls formation in order to exploit acreage not accessible through horizontal drilling. Southlake procured the leases on 1,067 contiguous acres beginning in October of 2010. The one well that Texas Jack owns a 3% interest in carries a 79.00% Net Revenue Interest or NRI, meaning the Working Interest Owners will receive 79% of the revenue produced from the wellsOperations

Three months ended September, 2020 compared with the Royalty Interest owners receiving the other 21% of the revenue. This property is described in "Description of Property" further in this Prospectus. Texas Jack has no further commitments with Southlake at this time to purchase any additional working interest.

The Company is reviewing a purchase of a 5% percent working interest located in Archer and Jack Counties, Texas for $100,000. The operator of the wells is 3 Ten Resources, Inc. The 3Ten #1 well, the 3Ten #2 well and the 3Ten #3 well are all situated on the Operator’s approximate 1,311 acre oil and gas lease located in Archer and Jack Counties, Texas approximately 3 miles West of Antelope, Texas. Each well in this three well package will be drilled as vertical wells to the Mississippian Formation, at an estimated depth of approximately 6,000’. The company has not entered into any formal agreements with 3 Ten Resources at this time.
Since our inception on March 7, 2013 through March 31, 201 4, we have incurred cumulative losses of $ 77,187.
We issued 15,000,000 shares of common stock valued at $165,000 being original cost to the founder for interest in mine property through the issuance of common stock to our sole officer and director, Robert Schwarz, at $0.011 per share  on March 10, 2013 . From inception until the date of this filing we have had limited operating activities. Our financial statements from inception (March 7, 2013) through March 31, 201 4  report $ 4,083 in revenue and a net loss of $ 77,187. Our independent auditor has issued an audit opinion for Texas Jack Oil & Gas Corporation which includes a statement expressing substantial doubt as to our ability to continue as a going concern.
We were incorporated to engage in the exploration and development of oil and gas properties. Our first 3% working interest in one well , the Bright 1H , is located on 1,067 acres in Jack County ; located approximately 90 miles west of Fort Worth, Texas. There are currently three additional operating oil wells on the property.  Texas Jack Oil & Gas Corporation owns no interest in these three additional wells. This property is described in "Description of Property" further in this Prospectus.
We expect to continue to incur losses for at least the next 12 months. We do not expect to generate revenue that is sufficient to cover our expenses, and we do not have sufficient cash and cash equivalents to execute our plan of operations for at least the next twelve months. We will need to obtain additional financing, through equity security sales, debt instruments and private financing, to conduct our day-to-day operations, and to fully execute our business plan. We plan to raise the capital necessary to fund our business through the sale of equity securities, debt instruments or private financing. (See “Plan of Operation”)
Taking into account that our company is a new startup and is without an established income stream and/or profit & loss statement the estimated annual burn rate for the operating plan commencing April 1, 2013 is projected during the first fiscal year, without due consideration for adjustment is $50,000. This includes a three month burn, in cash, of $13,500 (at $4,500 per month) considering the Company encounters a bad quarter during its first year in business. In addition to the $50,000 needed for the operating plan the company will need approximately $10,000 for completing this registration.  Mr. Schwarz has agreed to fund the Company, through an oral agreement until such time as the Company raises $50,000 for the operating plan and $10,000 for registration expenses.  Mr. Schwarz, however, is under no legal obligation and/or duty to do so. Additionally, although there is an oral agreement between the Company and Mr. Schwarz to fund the Company until such time as the Company raises $50,000 for the operating plan and $10,000 for remaining registration expenses Mr. Schwarz has not agreed to fund any specific amount to the Company.
Our independent auditors have added an explanatory paragraph to their report of audited financial statements for the period from March 7, 2013 (inception) to June 30, 2013, lack of significant revenues and dependence on our ability to raise additional capital to continue our business, raise substantial doubt about our ability to continue as a going concern.
Our financial statements and their explanatory notes included as part of this prospectus do not include any adjustments that might result from the outcome of this uncertainty. There is no guarantee that we will be able to raise funds through equity security sales, debt instruments, and private financing. Currently, we have no agreements in place to raise money through debt instruments or private financing. If we fail to obtain additional financing, either through an offering of our securities or by obtaining loans, we may be forced to cease our planned business operations altogether. Presently, other than Mr. Schwarz, no other sources of financing have been identified and it is unknown if any other sources will be identified. There is no assurance that the Company will be able to obtain any bank loans or private financing.
BUSINESS DEVELOPMENT
Mr. Schwarz will continue to review potential exploration and developments of oil and gas properties.
We intend to derive income from the sale of the oil and gas produced and sold on our present working interest.
Subsequent Business Strategy
Texas Jack Oil & Gas Corporation will continue reviewing potential oil and gas properties. The Company has only received nominal returns on the sale of oil and gas from the one well that the company has a working interest in. Texas Jack Oil & Gas Corporation is considered a development stage company because it has not commenced its major operations and has only recognized nominal revenues ($ 4,083 ) in connection with its business to date. As a result, we are a startup company, that is, we have no operating history or nominal revenue, and are at a competitive disadvantage.
We have no operating history and expect to incur losses for the foreseeable future. Should we continue to incur losses for a significant amount of time, the value of your investment in the common shares could be affected downward, and you could even lose your entire investment.
We have only received nominal returns from our development stage operations, nor have we otherwise engaged in any business operations. Texas Jack Oil & Gas Corporation is a development stage company and in the absence of revenues and operations as indicated in the Independent Auditor’s Report dated January 27, 2014, cites a going concern issue. The going concern statement opinion issued by the independent auditors is the result of a lack of operations and working capital.
The Company will need to raise capital which concerned the independent auditors because there is insufficient cash for operations for the next twelve months. We will have to seek other sources of capital through equity security sales, debt instruments and private financing.
We established the minimum amount of estimated annual burn rate for the operating plan commencing April 1, 2014 of $50,000 and an additional $10,000 to complete this registration. The Company will need to raise these funds through debt instruments such as bank loans or private financing so that operations could start, in order to generate some type of revenue. Presently no other sources have been identified and it is unknown if any other sources will be identified. There is no assurance that the Company will be able to obtain any bank loans or private financing.
Over the next twelve months Texas Jack Oil & Gas Corporation plans to build out and establish its reputation and network in the exploration and development of oil and gas properties in Texas. The Company aims to form long term working relationships with developers and operators to locate the right properties to invest in.
ended September, 2019.

Mr. Robert Schwarz is the Chief Executive Officer, President, (Principal Executive Officer) and Director. Currently the Company has one employee; Robert Schwarz however as it grows, it plans to employ additional employees as needed.
DESCRIPTION OF PROPERTY
Our corporate office is located at 15 Belfort, Newport Coast, CA 92657. We currently are provided 500 square feet of office space from our President Robert Schwarz at no cost. There are currently no proposed programs for renovation, improvement or development of the facility currently in use. 
PRINCIPAL OPERATIONS OF THE COMPANY
Texas Jack Oil & Gas Corporation also referred to as “Texas Jack” and the “Company”, was incorporated in the State of Nevada on March 7, 2013. Texas Jack Oil & Gas Corporation is engaged in the exploration and development of oil and gas properties in Jack County Texas area at this time.
Texas Jack Oil & Gas Corporation is a development stage company with a limited history of development stage operations. We presently do not have the funding to execute our business plan.
Achievement of our business objective is basically dependent upon the judgment, skill and knowledge of our management. Mr. Schwarz is currently our sole executive officer and director. There can be no assurance that a suitable replacement could be found for any of our officers upon their retirement, resignation, inability to act on our behalf, or death.
RISK FACTORS
The Company's financial condition, business, operation and prospects involve a high degree of risk. You are urged to carefully read and consider the risks and uncertainties beginning on page 9 of this prospectus entitled Risk Factors as well as the other information in this report before deciding to invest in our Company. All known materials risks are discussed in the Risk Factors section of this prospectus. If any of the risks beginning on page 9 of this Prospectus entitled “Risk Factors” are realized, our business, operating results and financial condition could be harmed and the value of our stock could go down. This means that our stockholders could lose all or a part of their investment.
THE OFFERING
We have 23,400,000 shares of common stock issued and outstanding. Through this offering we will register 8,400,000 shares held by existing shareholders (Selling Stockholders) and up to 5,000,000 shares of common stock for sale by us to the public (Primary Offering). The Primary Offering shares represent additional common stock to be issued by us. We will endeavor to sell all 5,000,000 shares of common stock after this registration becomes effective. The price at which we offer these shares is fixed at $0.10 per share for the duration of the offering. We will receive all proceeds from the sale of the 5,000,000 common stock unless we are unable to sell the minimum of 2,000,000 shares.
We will not receive any of the proceeds from the 8,400,000 shares held by Selling Stockholders.
Selling Stockholders
5
Common stock offered by Selling Stockholders
8,400,000 shares of common stock. This number represents approximately 36% of our current outstanding common stock (1) .
Price paid by Selling Stockholders
$0.001
Common stock outstanding before the offering
23,400,000 shares of common stock as of May 30 , 2014.
Terms of the OfferingThe present Selling Security Holders will determine when and how they will sell the common stock offered in this prospectus.
Use of proceeds, existing Security HoldersTexas Jack will not receive any of the proceeds of the offering from the existing Security Holders.  The Selling Security Holders will receive all of the proceeds.
Risk FactorsThe Common Stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors” beginning on page 9.
(1)
Based on 23,400,000 shares of common stock outstanding as of May 30 , 2014
This prospectus relates to the sale of up to 8,400,000 shares of our common stock by the selling shareholders identified in the section of this prospectus entitled "Selling Stockholders." The number of common shares offered by this prospectus represents up to approximately 36% of the total common stock outstanding before the offering.
We have never declared or paid any cash dividends or distributions on our capital stock. We currently intend to retain our future earnings, if any, to support operations and to finance expansion and therefore we do not anticipate paying any cash dividends on our common stock in the foreseeable future.
The Company has no equity compensation plans and individual compensation arrangements and does not intend to enter into any equity compensation plans and individual compensation arrangements in the future.
Texas Jack Oil & Gas Corporation. Information regarding the Selling Stockholders (8,400,000 shares), the common shares being offered to sell under this prospectus, and the times and manner in which they may offer and sell those shares, is provided in the sections of this prospectus entitled "Selling Stockholders" and "Plan of Distribution." Texas Jack Oil & Gas Corporation will not receive any of the proceeds from the sale of the ten Security Stockholders 8,400,000 shares. The registration of common shares pursuant to this prospectus does not necessarily mean that any of those shares will ultimately be offered or sold by the Selling Stockholders.
Registrant
(Primary Offering)
Securities Being Offered for future sale.  Primary Offering

Operating Expenses

A minimum of 2,000,000 and a maximum 5,000,000 of shares of common stock.

Offering price$0.10
Offering periodThis Primary Offering will continue for the earlier of: (i) 180 days after this registration statement becomes effective with the Securities and Exchange Commission, or (ii) the date on which all 5,000,000 shares registered hereunder have been sold. We may at our discretion extend the Primary Offering for an additional 90 days.
Common stock outstanding before the offering
23,400,000 shares of common stock as of May 30 , 2014.
Common stock outstanding after the offering (if all 5,000,000 shares are hold)28,400,000 shares of common stock.
Terms of the OfferingCommon stock being registered in this registration statement may be sold by the Company at a fixed price of $0.10 per share.
Termination of the OfferingThis Primary Offering will continue for the earlie r of : (i) 180 days after this registration statement becomes effective with the Securities and Exchange Commission, or (ii) the date on which all 5,000,000 shares registered hereunder have been sold. We may at our discretion extend the Primary Offering for an additional 90 days.
Use of proceeds, Net Proceeds from sale of up to 5,000,000 sharesThe proceeds will be used for Lease of additional Oil & Gas Property, Lease of additional working interest, administration and General Expenses, Legal and Accounting and working capital.  See USE of PROCEEDS for further information
Risk Factors
(1)
Based on 23,400,000 shares of common stock outstanding as of May 30 , 2014
We have never declared or paid any cash dividends or distributions on our capital stock. We currently intend to retain our future earnings, if any, to support operations and to finance expansion and therefore we do not anticipate paying any cash dividends on our common stock in the foreseeable future.
The Company has no equity compensation plans and individual compensation arrangements and does not intend to enter into any equity compensation plans and individual compensation arrangements in the future.
SUMMARY OF FINANCIAL INFORMATION
The following table provides summary financial statement data as of the period from March 7, 2013 (Inception) through March 31, 201 4 .  The financial statement data as of the period ended March 31, 201 4 has been derived from our unaudited condensed financial statements. The results of operations for past accounting periods are not necessarily indicative of the results to be expected for any future accounting period. The data set forth below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our financial statements and the related notes included in this prospectus, and the statements and related notes included in this prospectus.
TEXAS JACK OIL & GAS CORPORATION
(a development stage company)
UNAUDITED CONDENSED STATEMENT OF OPERATIONS
  
For the
Three Months ended
  
For the Period
From March 7, 2013
(inception) through
  
For the
Nine Months ended
  
For the Period
From March 7, 2013
(inception) through
 
  March 31,  March 31,  March 31,  March 31, 
  2014  2013  2014  2014 
             
Revenue
 
$
386
  
$
-
  
$
4,083
  
$
4,083
 
                 
Operating expenses:
                
Selling, general and administrative expenses
  
5,331
   
9
   
39,629
   
74,048
 
                 
Total operating expenses
  
5,331
   
9
   
39,629
   
74,048
 
                 
Net Operating Loss
  
(4,945
)
  
(9
)
  
(35,546
)
  
(69,965
)
                 
Other expense
                
Interest expense
  
1,993
   
-
   
6,039
   
7,222
 
Total other expenses
  
1,993
   
-
   
6,039
   
7,222
 
                 
Loss before provision for income taxes
  
(6,938
)
  
(9
)
  
(41,585
)
  
(77,187
)
                 
Provision for income taxes
  
-
   
-
   
-
   
-
 
                 
Net income (loss)
 
$
(6,938
)
 
$
(9
)
 
$
(41,585
)
 
$
(77,187
)
                 
Net income (loss) per share - basic
 
$
(0.00
)
 
$
(0
)
 
$
(0.00
)
    
                 
Net income (loss) per share - diluted
 
$
(0.00
)
 
$
(0
)
 
$
(0.00
)
    
                 
Weighted average shares outstanding - basic
  
23,324,444
   
13,125,000
   
23,106,569
     
                 
Weighted average shares outstanding - diluted
  
23,324,444
   
13,125,000
   
23,106,569
     
The accompanying notes are an integral part of these unaudited condensed financial statements
EMERGING GROWTH COMPANY
We are an Emerging Growth Company as defined in the Jumpstart Our Business Startups Act.
We shall continue to be deemed an emerging growth company until the earliest of:
a. the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more;
b. the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under this title;
c. the date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or
d. the date on which such issuer is deemed to be a `large accelerated filer', as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto.
As an emerging growth company we are exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures.
Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting.
As an emerging growth company we are exempt from Section 14A and B of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes.
We have irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the Act.
SMALLER REPORTING COMPANY
IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY - THE JOBS ACT
We qualify as an emerging growth company as that term is used in the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:
* A requirement to have only two years of audited financial statements and only two years of related MD&A ;
* Exemption from the auditor attestation requirement in the assessment of the emerging growth company's internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002;
* Reduced disclosure about the emerging growth company's executive compensation arrangements; and
* No non-binding advisory votes on executive compensation or golden parachute arrangements.
We may take advantage of the reduced reporting requirements applicable to smaller reporting companies even if we no longer qualify as an "emerging growth company."
In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the "Securities Act") for complying with new or revised accounting standards. We have irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the Act.
We could remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a "large accelerated filer" as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.
RISK FACTORS
The shares of our common stock being offered for resale in the Primary Offering and by the Selling Security Holders are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose the entire amount invested in the common stock. Before purchasing any of the shares of common stock, you should carefully consider the following factors relating to our business and prospects. If any of the following risks actually occurs, our business, financial condition or operating results could be materially adversely affected. In such case, you May lose all or part of your investment. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock.
(A) RISKS RELATED TO OUR BUSINESS
WE HAVE RECEIVED AN OPINION OF GOING CONCERN FROM OUR AUDITORS. IF WE DO NOT RECEIVE ADDITIONAL FUNDING, WE WOULD HAVE TO CURTAIL OR CEASE DEVELOPMENT STAGE OPERATIONS. AN INVESTMENT IN OUR SECURITIES REPRESENTS SIGNIFICANT RISK AND YOU MAY LOSE ALL OR PART OF YOUR ENTIRE INVESTMENT.
Our independent auditors noted in their report accompanying our financial statements for the period ended June 30, 2013 that we are a development stage company and has not commenced the planned operation, and incapable of generating sufficient cash flow which raises substantial doubt about our ability to continue as a going concern. As of March 31, 201 4, we had a net loss of $ 77,187 and they further stated that the uncertainty related to these conditions raised substantial doubt about our ability to continue as a going concern. At March 31, 201 4 , our cash on hand was $ 885 . We do not currently have sufficient capital resources to fund operations. To stay in business, we will need to raise additional capital through public or private sales of our securities, debt financing or short-term bank loans, or a combination of the foregoing. As of the date of this prospectus, we have commenced business operations but have not yet generated any revenues.
We will need additional capital to fully implement our business, operating and development plans. However, additional funding from an alternate source or sources may not be available to us on favorable terms, if at all. To the extent that money is raised through the sale of our securities, the issuance of those securities could result in dilution to our existing security holder. If we raise money through debt financing or bank loans, we may be required to secure the financing with some or all of our business assets, which could be sold or retained by the creditor should we default in our payment obligations. If we fail to raise sufficient funds, we would have to curtail or cease operations.
THE COMPANY HAS A LIMITED DEVELOPMENT STAGE OPERATING HISTORY UPON WHICH TO BASE AN EVALUATION OF ITS BUSINESS AND PROSPECTS. WE MAY NOT BE SUCCESSFUL IN OUR EFFORTS TO GROW OUR BUSINESS AND TO EARN INCREASED REVENUES. AN INVESTMENT IN OUR SECURITIES REPRESENTS SIGNIFICANT RISK AND YOU MAY LOSE ALL OR PART OF YOUR ENTIRE INVESTMENT.
We have a limited history from March 7, 2013 inception to May 30 , 2014 of development stage operations and we may not be successful in our efforts to grow our business and to earn revenues. Our business and prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development. As a result, management may be unable to adjust its spending in a timely manner to compensate for any unexpected revenue shortfall. An investment in our securities represents significant risk and you may lose all or part of your entire investment.
If we cannot generate sufficient revenues to operate profitably, we may suspend or cease operations.
Our ability to achieve and maintain profitability and positive cash flows is dependent upon:
·Our ability to generate revenues
·Our ability to locate additional profitable oil and gas properties
·Attract, retain and motivate qualified personnel who can successfully assist us in implementing our business plan;
·Maintain current strategic relationships and develop new strategic relationships;
·Our ability to reduce operating costs
·Our ability to update our website
Based upon current plans, we expect to incur operating losses in future periods until revenues are sufficient to fund operations. Failure to generate enough revenues for us to become profitable may cause us to suspend or cease activities.
WE HAVE A HISTORY OF LOSSES. FUTURE LOSSES AND NEGATIVE CASH FLOW MAY LIMIT OR DELAY OUR ABILITY TO BECOME PROFITABLE. IT IS POSSIBLE THAT WE MAY NEVER ACHIEVE PROFITABILITY. AN INVESTMENT IN OUR SECURITIES REPRESENTS SIGNIFICANT RISK AND YOU MAY LOSE ALL OR PART OF YOUR ENTIRE INVESTMENT.
We have yet to establish profitable development stage operations or a history of profitable development stage operations. We anticipate that we will continue to incur substantial development stage operating losses for an indefinite period of time due to the significant costs associated with the development of our business.
Since incorporation, we have expended financial resources on the development of our business. As a result, losses have been incurred since incorporation. Management expects to experience development stage operating losses and negative cash flow for the foreseeable future. Management anticipates that losses will continue to increase from current levels because the Company expects to incur additional costs and expenses related to: marketing and promotional activities; the possible addition of new personnel; and the development of relationships with strategic business partners.
The Company’s ability to become profitable depends on its ability to acquire additional working interests in oil and gas. If the Company does achieve profitability, it cannot be certain that it would be able to sustain or increase profitability on a quarterly or annual basis in the future. An investment in our securities represents significant risk and you may lose all or part of your entire investment.
IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.
We will need to obtain additional financing in order to complete our business plan because we currently do not have any income. We do not have any arrangements for outside financing, other than with Mr. Schwarz and this offering, we may not be able to find such financing if required.
Mr. Schwarz has agreed to fund the Company, through an oral agreement, until such time as the Company raises $50,000 for the operating plan and $10,000 for registration expenses. Mr. Schwarz, however, is under no legal obligation and/or duty to do so. Additionally, although there is an oral agreement between the Company and Mr. Schwarz to fund the Company until such time as the Company raises $50,000 for the operating plan and $10,000 for registration expenses, Mr. Schwarz has not agreed to fund any specific amount to the Company.
Obtaining additional financing would be subject to a number of factors, including investor acceptance. These factors may adversely affect the timing, amount, terms, or conditions of any financing that we may obtain or make any additional financing unavailable to us. If we do not obtain additional financing our business will fail.
BECAUSE WE ARE SMALL AND DO NOT HAVE MUCH CAPITAL, WE MAY HAVE TO LIMIT OUR ACQUISITION ACTIVITY WHICH MAY RESULT IN A LOSS OF YOUR INVESTMENT.
Because we are small and do not have much capital, we must limit our acquisition activity. As such we may not be able to lease as many properties as we would like. In that event, a profitable oil or gas reserve may go undiscovered. Without producing wells we cannot generate revenues and you will lose your investment.
However, it is estimated that the amount of additional costs and expenses associated with public company reporting requirements will be approximately $10,000. It is also estimated that the amount of additional costs and expenses associated with newly applicable corporate governance requirements will be approximately $5,000.  
BECAUSE OF LACK OF CAPITAL OUR EXPLORATION ACTIVITIES WILL BE LIMITED.
Due to the fact we are small and do not have much capital, we must limit our exploration activities to a relatively small area. We intend to generate revenue through the one existing working interest. Because we will be limiting the scope of our exploration activities, we may not be able to generate timely or sufficient sales to operate profitably. If we cannot operate profitably, we may have to suspend or cease operations. The Company’s financing requirements for next twelve month are the following.
·$10,000 toward marketing materials which include filers, broachers, direct marketing and mailing costs.
·$10,000 towards costs associated with public company reporting requirements
·$5,000 related to expenses associated with newly applicable corporate governance requirements.
·$15,000 for software and hardware to develop an internet site,
·$10,000 for program administration and working capital
In addition to the estimated annual burn rate for the operating plan commencing April 1, 2014 of $50,000 we will need additional amount of approximately $10,000 for completing this registration.  
Our future capital requirements depend on many factors, including the following:
·the progress of our exploration,
·The progress in getting our web site completed and operational.
Although we have from time to time reviewed opportunities provided to us by investment bankers or potential investors in regard to additional equity financings, there can be no assurance that additional financing will be available when needed, or if available, will be available on acceptable terms. The Company also does not have any agreement in place with any investment bankers or potential investors to provide the Company with any financing. Insufficient funds may prevent us from implementing our business strategy and will require us to further delay, scale back or eliminate our exploration program, or to scale back or eliminate our other operations.
In order to obtain working capital we will continue to seek capital through debt or equity financing which may include the issuance of convertible debentures or convertible preferred stock whose rights and preferences are superior to those of the common stockholders.
BECAUSE OUR SOLE OFFICER AND DIRECTOR WILL ONLY BE DEVOTING LIMITED TIME TO OUR COMPANY, OUR OPERATIONS MAY BE SPORADIC WHICH MAY RESULT IN PERIODIC INTERRUPTIONS OR SUSPENSIONS OF OPERATIONS. THIS ACTIVITY COULD PREVENT US FROM ATTRACTING NEW CUSTOMERS, AND OR BUSINESSES, AND RESULT IN A LACK OF REVENUES THAT MAY CAUSE US TO SUSPEND OR CEASE OPERATIONS.
At this time we have commenced business operations but have only generated nominal revenues. Our sole officer and director, Robert Schwarz, will only be devoting limited time to our operations. Mr. Schwarz will be devoting approximately 10 hours per week of his time to our operations. Because our sole officer and director will only be devoting limited time to our Company, our operations may be sporadic and occur at times which are convenient to her. As a result, operations may be periodically interrupted or suspended which could result in a lack of revenues and a possible cessation of operations.
OUR DEVELOPMENT STAGE OPERATING RESULTS WILL BE VOLATILE AND DIFFICULT TO PREDICT. IF THE COMPANY FAILS TO MEET THE EXPECTATIONS OF PUBLIC MARKET ANALYSTS AND INVESTORS, THE MARKET PRICE OF OUR COMMON STOCK MAY DECLINE SIGNIFICANTLY.
Management expects both quarterly and annual development stage operating results to fluctuate significantly in the future. Because our development stage operating results will be volatile and difficult to predict, in some future quarter our development stage operating results may fall below the expectations of securities analysts and investors. If this occurs, the trading price of our common stock may decline significantly. At this time we do not have a trading symbol and the shares of Texas Jack Oil & Gas Corporation are not traded on any market.
A number of factors will cause gross margins to fluctuate in future periods. Factors that may harm our business or cause our development stage operating results to fluctuate include the following: the inability to obtain new customers at reasonable cost; the ability of competitors to offer new or enhanced products; price competition; the failure to develop marketing relationships with key business partners; increases in our marketing and advertising costs; the amount and timing of development stage operating costs and capital expenditures relating to expansion of operations; a change to or changes to government regulations; a general economic slowdown. Any change in one or more of these factors could reduce our ability to earn and grow revenue in future periods.
BECAUSE OUR MANAGEMENT DOES NOT HAVE PRIOR EXTENIVE EXPLORATION EXPERIENCE IN THE OIL AND GAS FIELD, WE MAY HAVE TO HIRE ADDITIONAL PERSONNEL.
Because our management does not have prior extensive experience in the oil and gas field, we may have to hire additional experienced personnel to assist us with our operations. If we need the additional experienced personnel and we cannot afford to hire them, we could fail in our plan of operations and have to suspend operations or cease operations entirely.
OUR CURRENT BUSINESS DEVELOPMENT STAGE OPERATIONS RELY HEAVILY UPON OUR KEY EMPLOYEE AND FOUNDER, MR. ROBERT SCHWARZ.
We have been heavily dependent upon the expertise and management of Mr. Robert Schwarz, our Chief Executive Officer and President, and our future performance will depend upon her continued services. The loss of the services of Mr. Schwarz’s services could seriously interrupt our business operations, and could have a very negative impact on our ability to fulfill our business plan and to carry out our existing development stage operations. The Company currently does not maintain key man life insurance on this individual. There can be no assurance that a suitable replacement could be found for her upon retirement, resignation, inability to act on our behalf, or death.
THE LIMITED PUBLIC COMPANY EXPERIENCE OF OUR SOLE OFFICER COULD ADVERSELY IMPACT OUR ABILITY TO COMPLY WITH THE REPORTING REQUIREMENTS OF U.S. SECURITIES LAWS.
Our sole officer has limited public company experience, which could impair our ability to comply with legal and regulatory requirements such as those imposed by Sarbanes-Oxley Act of 2002. Our senior management has never had sole responsibility for managing a publicly traded company. Such responsibilities include complying with federal securities laws and making required disclosures on a timely basis. Our sole officer management may not be able to implement programs and policies in an effective and timely manner that adequately respond to such increased legal, regulatory compliance and reporting requirements, including the establishing and maintaining internal controls over financial reporting. Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our ability to comply with the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is necessary to maintain our public company status. If we were to fail to fulfill those obligations, our ability to continue as a U.S. public company would be in jeopardy in which event you could lose your entire investment in our company.
NONE OF TEXAS JACK’S TECHNOLOGY OR BUSINESS MODEL PARTICULARS IS PROPRIETARY.
The hurdles to enter the exploration of oil and gas segment are low. The technology required to commence operations for any potential competitor are available from third party operators (providers) and the costs to support an exploration are not onerous. The business model, with few exceptions, is not new and can be readily adopted by those with a basic knowledge of the oil and gas industry and mid-level technology expertise.
THE OIL AND NATURAL GAS INDUSTRY IS HIGHLY COMPETITIVE AND THERE IS NO ASSURANCE THAT WE WILL BE SUCCESSFUL IN ACQUIRING LEASES.
The oil and natural gas industry is intensely competitive. Although we do not compete with other oil and gas companies for the sale of any oil and gas that we may produce, as there is sufficient demand in the world market for these products, we compete with numerous individuals and companies, including many major oil and natural gas companies which have substantially greater technical, financial and operational resources and staff. Accordingly, there is a high degree of competition for desirable oil and natural gas leases, suitable properties for drilling operations and necessary drilling equipment, as well as for access to funds. We cannot predict if the necessary funds can be raised or that any projected work will be completed.
THERE CAN BE NO ASSURANCE THAT WE WILL DISCOVER OIL OR NATURAL GAS IN ANY COMMERCIAL QUANTITY ON OUR PROPERTIES.
Exploration for economic reserves of oil and natural gas is subject to a number of risks. There is competition for the acquisition of available oil and natural gas properties. Few properties that are explored are ultimately developed into producing oil and/or natural gas wells. If we cannot discover oil or natural gas in any commercial quantity thereon, our business will fail.
WE WILL BE RELIANT UPON AN OUTSIDE OPERATOR TO MONITOR THE DAY TO DAY OPERATION OF THE WELLS. IF THE OPERATOR FAILS TO CARRY OUT THE TERMS OF OUR AGREEMENT OR WE LOSE THE SERVICES OF THE OPERATOR OUR BUSINESS MAY FAIL.
The operating of our current well and monthly maintenance of the well will be carried out by an independent operator. We have an operating agreement in place, however; their failure to live up to the terms of the agreement or a cancellation of the agreement could have an adverse effect on production and future revenues, consequently our operations, earnings and ultimate financial success may suffer irreparable harm as a result.
(B) RISKS RELATED TO THE OFFERING AND OUR SECURITIES
WE MAY NEVER PAY ANY DIVIDENDS TO SHAREHOLDERS.
We have never declared or paid any cash dividends or distributions on our capital stock. We currently intend to retain our future earnings, if any, to support operations and to finance expansion and therefore we do not anticipate paying any cash dividends on our common stock in the foreseeable future.
The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers relevant. There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend.
OUR CONTROLLING SECURITY HOLDER MAY TAKE ACTIONS THAT CONFLICT WITH YOUR INTERESTS.
Mr. Robert Schwarz, our Chief Executive Officer and sole director owns 64% of our capital stock with voting rights. Even if the entire offering is sold, Mr. Schwarz will continue to control a large amount of the company because he will hold 52% of the Company’s issued and outstanding common stock. In this case, Mr. Schwarz will be able to exercise his 52% control over all matters requiring stockholder approval, including the election of directors, amendment of our certificate of incorporation and approval of significant corporate transactions, and he will have significant control over our management and policies. The directors elected by our controlling security holder will be able to significantly influence decisions affecting our capital structure. This control may have the effect of delaying or preventing changes in control or changes in management, or limiting the ability of our other security holders to approve transactions that they may deem to be in their best interest. For example, our controlling security holder will be able to control the sale or other disposition of our operating businesses and subsidiaries to another entity. The interests of our Chief Executive Officer may differ from the interests of our other shareholders and thus may result in corporate decisions that are disadvantageous to our other shareholders.
OUR SOLE OFFICER AND DIRECTOR LIVES OUTSIDE OF JACK COUNTY, TEXAS, MAKING IT DIFFICULT TO OVERSEE THE WELLS.
Because our sole officer and director lives in Newport Coast, California, and our current wells are located in Jack County, Texas, there may be a higher risk that our business may fail.
The distance from where our sole officer and director lives and where the well operations are located, may create a detrimental situation due to lack of oversight. Though we have an operating agreement with an independent operator to monitor the well production, there is no assurance that it will be carried out properly without direct oversight by our officer and director. This could have an adverse effect on production and future revenues, consequently our operations, earnings and ultimate financial success may suffer irreparable harm as a result.
THE OFFERING PRICE OF THE (Primary Offering 5,000,000) COMMON STOCK WAS ARBITRARILY DETERMINED, AND THEREFORE SHOULD NOT BE USED AS AN INDICATOR OF THE FUTURE MARKET PRICE OF THE SECURITIES. THEREFORE, THE OFFERING PRICE BEARS NO RELATIONSHIP TO OUR ACTUAL VALUE AND MAY MAKE OUR SHARES DIFFICULT TO SELL.
The initial fixed offering price of $0.10 per share of common stock offered by us under to this Primary Offering Prospectus was determined by us arbitrarily. The price is not based on our financial condition and prospects, market prices of similar securities of comparable publicly traded companies, certain financial and operating information of companies engaged in similar activities to ours, or general conditions of the securities market. The price may not be indicative of the market price, if any,expense for the common stock that may develop in the trading market after this offering. The market price for our common stock, if any, may decline below the initial public price at which the shares are offered. Moreover, recently the stock markets have experienced extreme price and volume fluctuations which have had a negative impact on smaller companies. In the past, securities class action litigation has often been instituted against various companies following periods of volatility in the market price of their securities. If instituted against us, regardless of the outcome, such litigation would result in substantial costs and a diversion of management's attention and resources, which would increase our operating expenses and affect our financial condition and business operations.
The facts considered in determining the offering price were our financial condition and prospects, our limited operating history and the general condition of the securities market. The offering price bears no relationship to the book value; assets or earnings of our Company or any other recognized criteria of value. The offering price should not be regarded as an indicator of the future market price of the securities.
YOU MAY EXPERIENCE DILUTION OF YOUR OWNERSHIP INTEREST BECAUSE OF THE FUTURE ISSUANCE OF ADDITIONAL SHARES OF OUR COMMON STOCK AND OUR PREFERRED STOCK.
In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our present stockholders. We are currently authorized to issue an aggregate of 70,000,000 shares of capital stock consisting of 60,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share.
We may also issue additional shares of our common stock or other securities that are convertible into or exercisable for common stock in connection with hiring or retaining employees or consultants, future acquisitions, future sales of our securities for capital raising purposes, or for other business purposes. Any such issuances will result in immediate dilution to our existing shareholder’s interests, which will negatively affect the value of your shares. The future issuance of any such additional shares of our common stock or other securities may create downward pressure on the trading price of our common stock. There can be no assurance that we will not be required to issue additional shares, warrants or other convertible securities in the future in conjunction with hiring or retaining employees or consultants, future acquisitions, future sales of our securities for capital raising purposes or for other business purposes.
OUR COMMON STOCK IS CONSIDERED PENNY STOCKS, WHICH MAY BE SUBJECT TO RESTRICTIONS ON MARKETABILITY, SO YOU MAY NOT BE ABLE TO SELL YOUR SHARES.
If our common stock becomes tradable in the secondary market, we will be subject to the penny stock rules adopted by the SEC that require brokers to provide extensive disclosure to their customers prior to executing trades in penny stocks. These disclosure requirements may cause a reduction in the trading activity of our common stock, which in all likelihood would make it difficult for our shareholders to sell their securities.
Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The broker-dealer must also make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.
CURRENTLY, THERE IS NO PUBLIC MARKET FOR OUR COMMON STOCK, AND THERE IS NO ASSURANCE THAT ANY PUBLIC MARKET WILL EVER DEVELOP OR THAT OUR COMMON STOCK WILL BE QUOTED FOR TRADING AND, EVEN IF QUOTED, THAT A VIABLE, LIQUID MARKET WITH LOW VOLATILITY WILL DEVELOP.
Currently, our common stock is not listed on any public market, exchange, or quotation system. Although we are taking steps to enable our common stock to be publicly traded, a market for our common stock may never develop. We currently plan to apply for quotation of our common stock on the OTCBB upon the effectiveness of the registration statement of which this Prospectus forms a part. However, our common stock may never be traded on the OTCBB or even if traded, a viable public market may not materialize. Even if we are successful in developing a public market, there may not be enough liquidity in such market to enable shareholders to sell their Shares. If our common stock is not quoted on the OTCBB or if a viable public market for our common stock does not develop, investors may not be able to re-sell the Shares, rendering the same effectively worthless and resulting in a complete loss of their investment.
We are planning to identify a market maker to file an applicationthree months ended September 30, 2020 compared with the Financial Industry Regulatory Authority, Inc. ("FINRA") on our behalf so that we may quote our shares of common stock on the OTCBB commencing upon the effectiveness of our registration statement of which this Prospectus is a part. We cannot assure you that such market maker's application will be accepted by the FINRA. We are not permittedthree months ended September 30, 2019, follows:

GLOBAL WHOLEHEALTH PARTNERS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
     
  Three Months Ended September 30,
  2020 2019
     
Revenue $15,385.00   —   
Cost of revenue  10,544   —   
Gross profit  4,841   —   
         
Operating expenses:        
Professional fees  33,775   14,500 
Research and development - related party  138,310   —   
Research and development  700   —   
Selling, general and administrative - related party  7,653   —   
Selling, general and administrative  25,610   4,298 
Total operating expense  206,048   18,798 
Loss from operations  (201,207)  (18,798)
Other income (expense)        
Interest expense  (4,906)  —   
Accretion of debt discount  (41,050)  —   
Total other income (expense)  (45,956)  —   
Net loss $(247,163) $(18,798)
         
Basic and Diluted Loss per Common Share $0.00  $0.00 
         
Weighted average number of common shares outstanding - basic and diluted  59,979,728   56,116,358 
         
(The accompanying notes are an integral part of these consolidated financial statements)

Professional Fees

Professional fees relate to file such application on our own behalf. If the application is accepted, there can be no assurances as to whether any marketexpenditures incurred primarily for our common stock will develop or of the price at which our common stock will trade. If the application is accepted, we cannot predict the extent to which investor interest in us will lead to the development of an active, liquid trading market. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors.

In addition, our common stock is unlikely to be followed by any market analysts, and there may be few institutions acting as market makers for the common stock. Either of these factors could adversely affect the liquidity and trading price of our common stock. Until our common stock is fully distributed and an orderly market develops in our common stock, if ever, the price at which it trades is likely to fluctuate significantly.
The Primary Offering of 5,000,000 Common shares being registered in this registration statement may be sold at a fixed price of $0.10 per share.
The Selling Shareholders 8,400,000 may sell some or all of their shares at a fixed price of $0.001 per share until our shares are quoted on the OTCBB and thereafter at prevailing market prices .  Prior to being quoted on the OTC Bulletin Board, shareholders may sell their shares in private transactions to other individuals.
Shares of our company stock may never become tradable on the OTCBB or another exchange. In addition, prices for our common stock may be influenced by many factors, including the depth and liquidity of the market for shares of our common stock, developments affecting our business, including the impact of the factors referred to elsewhere in these Risk Factors, investor perception of the Company, and general economic and market conditions. No assurances can be given that an orderly or liquid market will ever develop for the shares of our common stock.
(C) RISKS RELATED TO THE INDUSTRY
RISKS RELATING TO THE OIL AND NATURAL GAS INDUSTRY
THE MARKETABILITY OF NATURAL RESOURCES IS AFFECTED BY NUMEROUS FACTORS BEYOND OUR CONTROL WHICH MAY RESULT IN US NOT RECEIVING AN ADEQUATE RETURN ON INVESTED CAPITAL TO BE PROFITABLE OR VIABLE.
The marketability of natural resources which may be acquired or discovered by us will be affected by numerous factors beyond our control. These factors include market fluctuations in oil and natural gas pricing and demand, the proximity and capacity of natural resource markets and processing equipment, governmental regulations, land tenure, land use, regulation concerning the importing and exporting of oil and natural gas and environmental protection regulations. The effect of these factors cannot be accurately predicted, but the combination of these factors may result in us not receiving an adequate return on invested capital to be profitable or viable.
OIL AND NATURAL GAS OPERATIONS ARE SUBJECT TO COMPREHENSIVE REGULATION WHICH MAY CAUSE SUBSTANTIAL DELAYS OR REQUIRE CAPITAL OUTLAYS IN EXCESS OF THOSE ANTICIPATED CAUSING AN ADVERSE EFFECT ON OUR COMPANY.
Oil and natural gas operations are subject to federal, state, and local laws relating to the protection of the environment, including laws regulating removal of natural resources from the ground and the discharge of materials into the environment. Oil and natural gas operations are also subject to federal, state, and local laws and regulations which seek to maintain health and safety standards by regulating the design and use of drilling methods and equipment. Various permits from government bodies are required for drilling operations to be conducted; no assurance can be given that standards imposed by federal, provincial, or local authorities may be changed and any such changes may have material adverse effects on our activities. Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus causing an adverse effect on us. Additionally, we may be subject to liability for pollution or other environmental damages. To date, we have not been required to spend any material amount on compliance with environmental regulations. However, we may be required to do so in the future and this may affect our ability to expand or maintain our operations.
EXPLORATION AND PRODUCTION ACTIVITIES ARE SUBJECT TO CERTAIN ENVIRONMENTAL REGULATIONS WHICH MAY PREVENT OR DELAY THE COMMENCEMENT OR CONTINUATION OF OUR OPERATIONS.
In general, our exploration and production activities are subject to certain federal, state and local laws and regulations relating to environmental quality and pollution control. Such laws and regulations increase the costs of these activities and may prevent or delay the commencement or continuation of a given operation. Specifically, we may be subject to legislation regarding emissions into the environment, water discharges and storage and disposition of hazardous wastes. In addition, legislation has been enacted which requires well and facility sites to be abandoned and reclaimed to the satisfaction of state authorities. However, such laws and regulations are frequently changed and we are unable to predict the ultimate cost of compliance. Generally, environmental requirements do not appear to affect us any differently or to any greater or lesser extent than other companies in the industry.
ANY CHANGE TO GOVERNMENT REGULATION/ADMINISTRATIVE PRACTICES MAY HAVE A NEGATIVE IMPACT ON OUR ABILITY TO OPERATE AND OUR PROFITABILITY.
The business of oil and natural gas exploration and development is subject to substantial regulation under various countries laws relating to the exploration for, and the development, upgrading, marketing, pricing, taxation, and transportation of oil and natural gas and related products and other matters. Amendments to current laws and regulations governing operations and activities of oil and natural gas exploration and development operations could have a material adverse impact on our business. In addition, there can be no assurance that income tax laws, royalty regulations and government incentive programs related to the properties subject to our farm-out agreements and the oil and natural gas industry generally will not be changed in a manner which may adversely affect our progress and cause delays, inability to explore and develop or abandonment of these interests.
Permits, leases, licenses, and approvals are required from a variety of regulatory authorities at various stages of exploration and development. There can be no assurance that the various government permits, leases, licenses and approvals sought will be granted in respect of our activities or, if granted, will not be cancelled or will be renewed upon expiry. There is no assurance that such permits, leases, licenses, and approvals will not contain terms and provisions which may adversely affect our exploration and development activities.
IF OUR ASSESSMENT OF OUR LEASED PROPERTY, OR ANY FUTURE LEASED PROPERTIES, IS MATERIALLY INACCURATE, IT COULD HAVE SIGNIFICANT IMPACT ON FUTURE OPERATIONS AND EARNINGS.
The successful acquisition of producing properties requires assessments of many factors, which are inherently inexact and may be inaccurate, including the following:
·the amount of recoverable reserves;
·future oil and natural gas prices;
·estimates of operating costs;
·estimates of future development costs;
·estimates of the costs and timing of plugging and abandonment; and
·potential environmental and other liabilities.
Our assessment will not reveal all existing or potential problems, nor will it permit us to become familiar enough with the properties to assess fully their capabilities and deficiencies.
IF OIL AND NATURAL GAS PRICES DECREASE, WE MAY BE REQUIRED TO TAKE WRITE-DOWNS OF THE CARRYING VALUE OF OUR OIL AND NATURAL GAS PROPERTY, POTENTIALLY NEGATIVELY IMPACTING THE TRADING VALUE OF OUR SECURITIES.
Accounting rules require that we review periodically the carrying value of our oil and natural gas property for possible impairment. Based on specific market factors and circumstances at the time of prospective impairment reviews, and the continuing evaluation of development plans, production data, economics and other factors, we may be required to write down the carrying value of our oil and natural gas property. A write-down could constitute a non-cash charge to earnings. It is likely the cumulative effect of a write-down could also negatively impact the trading price of our securities.
WE MAY INCUR SUBSTANTIAL LOSSES AND BE SUBJECT TO SUBSTANTIAL LIABILITY CLAIMS AS A RESULT OF OUR OIL AND NATURAL GAS OPERATIONS.
We do not currently have insurance for possible risks. Losses and liabilities arising from uninsured events could materially and adversely affect our business, financial condition or results of operations. The oil and natural gas production activities will be subject to all of the operating risks associated with the production of oil and natural gas, including the possibility of:
·environmental hazards, such as uncontrollable flows of oil, natural gas, brine, well fluids, toxic gas or other pollution into the environment, including groundwater and shoreline contamination;
·abnormally pressured formations;
·mechanical difficulties;
·fires and explosions;
·personal injuries and death; and
·natural disasters.
Any of these risks could adversely affect our ability to conduct operations or result in substantial losses to our company. We may elect not to obtain insurance if we believe that the cost of available insurance is excessive relative to the risks presented. In addition, pollution and environmental risks generally are not fully insurable. If a significant accident or other event occurs and is not fully covered by insurance, then it could adversely affect us.
WE COULD NOT ACT AS THE "OPERATOR" ON OUR PROPERTY, AND SO WE ARE EXPOSED TO THE RISKS OF OUR THIRD-PARTY OPERATORS.
We will be relying on the expertise of contracted third-party oil and gas exploration and development operators and third-party consultants for their judgment, experience and advice. We can give no assurance that these third party operators or consultants will always act in our best interests, and we are exposed as a third party to their operations and actions and advice in those properties and activities in which we are contractually bound.
UNLESS WE REPLACE OUR OIL AND NATURAL GAS RESERVES, OUR RESERVES AND PRODUCTION WILL DECLINE, WHICH WOULD ADVERSELY AFFECT OUR CASH FLOWS AND INCOME.
Unless we conduct successful development and exploitation activities or acquire properties containing proved reserves, our reserves when we find them will decline as those reserves are produced. We currently have no proved reserves on our property. Producing oil and natural gas reservoirs generally are characterized by declining production rates that vary depending upon reservoir characteristics and other factors. Our future oil and natural gas reserves and production, and, therefore our cash flow and income, are highly dependent on our success in efficiently developing and exploiting our current reserves and economically finding or acquiring additional recoverable reserves. If we are unable to develop, exploit, find or acquire additional reserves to replace our current and future production, our cash flow and income will decline as production declines, until our existing property would be incapable of sustaining commercial production.
IF ACCESS TO MARKETS IS RESTRICTED, IT COULD NEGATIVELY IMPACT OUR PRODUCTION, OUR INCOME AND ULTIMATELY OUR ABILITY TO RETAIN OUR LEASE AND ANY FUTURE LEASES.
Market conditions or the unavailability of satisfactory oil and natural gas gathering arrangements may hinder access to oil and natural gas markets or delay production. The availability of a ready market for our oil and natural gas production depends on a number of factors, including the demand for and supply of oil and natural gas and the proximity of reserves to pipelines and terminal facilities. The ability to market production depends in substantial part on the availability and capacity of gathering systems, pipelines and processing facilities owned and operated by third parties. Our failure to obtain such services on acceptable terms could materially harm our business.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
The information contained in this report, including in the documents incorporated by reference into this report, includes some statement that are not purely historical and that are “forward-looking statements.” Such forward-looking statements include, but are not limited to, statements regarding our and their management's expectations, hopes, beliefs, intentions or strategies regarding the future, including our financial condition and results of operations. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and similar expressions, or the negatives of such terms, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements contained in this report are based on current expectations and beliefs concerning future developments and the potential effects on the parties and the transaction. There can be no assurance that future developments actually affecting us will be those anticipated. These that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including the following forward-looking statements involve a number of risks, uncertainties (some of which are beyond the parties' control) or other assumptions.
USE OF PROCEEDS
SELLING STOCKHOLDERS
We will not receive any proceeds from the sale of the 8,400,000 shares by the ten (10) Selling Security Holders. All proceeds from the sale of the shares offered hereby will be for the account of the ten (10) Selling Security Holders, as described below in the sections entitled "Selling Stockholders" and "Plan of Distribution."
With the exception of any brokerage fees and commission which are the obligation of the Selling Stockholders, we are responsible for the fees, costs and expenses of this offering which are estimated to be $35,000, inclusive of our legal and accounting fees, printing costs and filing and other miscellaneous fees and expenses, of which the Company has incurred approximately $25,620 as of December 31, 2013.
PRIMARY OFFERING
Assuming sale of all 5,000,000 of the shares offered herein, of which there is no assurance, the net proceeds from this Offering will be $500,000. The proceeds are expected to be disbursed, in the priority set forth below, during the first twelve (12) months after the successful completion of the Offering:
   100%   70%   40% 
Total Proceeds to the Company $500,000  $350,000  $200,000 
             
Lease of additional Oil & Gas Property $170,500  $0  $0 
Lease of additional working interest $250,408  $250,704  $107,704 
Administration and General Expense $5,000  $5,000  $5,000 
Legal and Accounting $10,000  $10,000  $10,000 
Working Capital $64,092  $84,296  $77,296 
             
Total Use of Net Proceeds $500,000  $350,000  $200,000 
We will establish a separate bank account and all proceeds will be deposited into that account until the total amount of the Offering is received and all shares are sold, or the minimum of 2,000,000 shares are sold and the Offering expires, at which time the funds will be released to us for use in our operations. In the event we do not sell the minimum number of shares before the expiration date of the Offering, all funds will be returned promptly to the subscribers, without interest or deduction. If it becomes necessary our director has verbally agreed to loan the company funds to complete the registration process, but we will require full funding to implement our business plan.
The common stock sold by the ten (10) Selling shareholders are provided in Item 7 is common stock that is currently issued and outstanding. Accordingly, there will be no dilution to those existing nine shareholders.
Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders.
As of March 31, 201 4 , the net tangible book value of our shares was $105,844 or approximately $.0044 per share, based upon 23,400,000 shares outstanding.
Upon 100% completion of this Offering, but without taking into account any change in the net tangible book value after completion of this Offering other than that resulting from the sale of all the shares and receipt of the total proceeds of $500,000, the net tangible book value of the 28,400,000 shares to be outstanding will be $605,844, or approximately $0.021 per Share. Accordingly, the net tangible book value of the shares held by our existing stockholders (23,400,000 shares) will be increased by $0.02 per share without any additional investment on their part. The purchasers of shares in this Offering will incur immediate dilution (a reduction in the net tangible book value per share from the offering price of $0.10 per Share) of $0.08 per share. As a result, after completion of the Offering, the net tangible book value of the shares held by purchasers in this Offering would be $0.02 per share, reflecting an immediate reduction in the $0.08 price per share they paid for their shares.
After 100% completion of the Offering, our sole officer and director, Robert Schwarz will own 52% of the total number of share then outstanding, for which he made an initial contribution of $165,000 as interest in mine property which was original cost to the founder, or an average of $0.011 per share. The existing stockholder will own 30% of the total number of shares then outstanding, for which they will have made a cash investment of $8,400, or an average of $0.001 per Share. Upon completion of the Offering, the purchasers of the shares offered hereby will own 18% of the total number of shares then outstanding, for which they will have made cash investment of $500,000, or $0.10 per share.
The following table illustrates the per share dilution to the new investors in the event only a percentage of the shares are sold, and if all the shares are sold, and does not give any effect to the results of any operations subsequent to December 31, 2013:
Percentage of Primary Offering  40%   70%   100% 
             
Proceeds to the Company $200,000  $350,000  $500,000 
Number of Shares  2,000,000   3,500,000   5,000,000 
             
Price Paid by founder $0.011  $0.011  $0.011 
Price Paid per Share by Existing 10 Shareholders $0.001  $0.001  $0.001 
Public Offering Price per Share $0.10  $0.10  $0.10 
Net Tangible Book Value Prior to this Offering $0.0044  $0.0044  $0.0044 
Increase in Net Tangible Book Value per Share Attributable to cash payments from purchasers of the shares offered $0.012  $0.0169  $0.021 
Value per Share Attributable to cash payments from purchasers of the shares offered $0.10  $0.10  $0.10 
Immediate Dilution per Share to New Investors $0.08  $0.08  $0.08 
The following table summarizes the number and percentage of shares purchased the amount and percentage of consideration paid and the average price per Share paid by our existing stockholder and by new investors in this offering if all 5,000,000 shares are sold:
  Total Price Per Share  Number of shares Held  Percent of Ownership  Consideration Paid 
Founder $0.011   15,000,000   52% $
165,000
(interest in Mine property)
 
Existing Shareholders $0.001   8,400,000   30% $8,400 
Investors in this offering $0.100   5,000,000   18% $500,000 
DETERMINATION OF OFFERING PRICE
Primary Offering
The price of the 5,000,000 common shares has been arbitrarily determined by our board of directors. We selected the $0.10 price for the sale of our shares of common stock. The prices at which the shares of common stock covered by the prospectus may actually be sold will be $0.10 per share. There is no assurance that our shares may ever be traded on the OTCBB or any other exchange.
In determining the initial public offering price of the shares we considered several factors including the following:
· our start up status;
· our new business structure and operations as well as lack of client base;
· prevailing market conditions, including the history and prospects for our industry;
· our future prospects and the experience of our management;
· our capital structure.
Therefore, the public offering price of the shares does not necessarily bear any relationship to established valuation criteria and may not be indicative of prices that may prevail at any time or from time to time in the public market for the common stock. You cannot be sure that a public market for any of our securities will develop and continue or that the securities will ever trade at a price at or higher than the offering price in this Offering.
The common shares being offered for resale by the selling Stockholders consists of the 8,400,000 shares of our common stock held by 10 shareholders. Such shareholders include the holders of the 8,400,000 shares of its $0.001 par value common stock during June through January of 2014 in a private placement under Rule 506 of the Securities Act of 1933 for $8,400 in cash, or $0.001 per share there are a total of ten individual investors. Due to a lack of operations, management believes the purchase price of $0.001 per share is representative of fair value.   On March 10, 2013 , the Company issued 15,000,000 shares to its founder at $0.011 for purchase of interest in mine property, the founder is not registering any of his shares, nor is he offering to sell any of his shares at this time.
The following table sets forth the name of the selling Stockholders, the number of shares of common stock beneficially owned by each of the selling stockholders as of May 30 , 2014 and the number of shares of common stock being offered by the selling Stockholders. The shares being offered hereby are being registered to permit public secondary trading, and the selling stockholders may offer all or part of the shares for resale from time to time. However, the selling stockholders are under no obligation to sell all or any portion of such shares nor are the selling stockholders obligated to sell any shares immediately upon effectiveness of this prospectus. All information with respect to share ownership has been furnished by the selling stockholders.
  Name 
Shares
Beneficially
Owned
prior to
Offering
  
Shares to be
Offered
  
Shares
Beneficially
Owned
after
Offering
  
Percent
Beneficially
Owned
after
Offering
 
1 Kent Donithan  980,000   980,000   0   0%
2 Tamatha Donithan  500,000   500,000   0   0%
3 Bobby Como  980,000   980,000   0   0%
4 Damon Bottoms  980,000   980,000   0   0%
5 Michael Maley  980,000   980,000   0   0%
6 John Gauen  980,000   980,000   0   0%
7 Joe Issacs  980,000   980,000   0   0%
8 Terry Morrison  960,000   960,000   0   0%
9  Rodney Throgmorton  660,000   660,000   0   0%
10 David Parker  400,000   400,000   0   0%
  TOTAL:  8,400,000   8,400,000         
None of the selling shareholders:
·has had a material relationship with us other than as a shareholder at any time within the past three years; or
·has ever been one of our officers or directors or an officer or director of our predecessors or affiliates 
·are broker-dealers or affiliated with broker-dealers. 
PLAN OF DISTRIBUTION
Primary Offering
We are offering the shares on a "self-underwritten" basis directly through Robert Schwarz, our officer. Mr. Schwarz will not receive any commissions or other remuneration of any kind in connection with his participation in this Offering based either directly or indirectly on transactions in securities.
This Offering is a self-underwritten offering, which means that it does not involve the participation of an underwriter to market, distribute or sell the shares offered under this prospectus. This offering will terminate upon the earlier to occur of (i) 180 days after this registration statement becomes effective with the Securities and Exchange Commission, (ii) the date on which all 5,000,000 shares registered hereunder have been sold. We may, at our discretion, extend the offering for an additional 90 days.
When at least 2,000,000 shares of the Offering are sold and the Offering has expired the funds will be transferred to our business account for use in the implementation of our business plan. If the minimum number of shares are not sold by the expiration date of the Offering, the funds will be promptly returned to the investors (within 3 business days), without interest or deduction.
Mr. Schwarz will not register as a broker-dealer pursuant to Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which sets forth those conditions under which a person associated with an issuer may participate in the offering of the issuer's securities and not be deemed to be a broker-dealer.
1. Mr. Schwarz is not subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Act, at the time of his participation;
2. Mr. Schwarz will not be compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities;
3. Mr. Schwarz is not, nor will he be at the time of participation in the Offering, an associated person of a broker-dealer; and
4. Mr. Schwarz meets the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that he (A) primarily performs, or is intended primarily to perform at the end of the Offering, substantial duties for or on behalf of our company, other than in connection with transactions in securities; and (B) is not a broker or dealer, or been an associated person of a broker or dealer, within the preceding twelve months; and (C) have not participated in selling and offering securities for any issuer more than once every twelve months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).
Mr. Schwarz does not intend to purchase any shares in this Offering.
If applicable, the shares may not be offered or sold in certain jurisdictions unless they are registered or otherwise comply with the applicable securities laws of such jurisdictions by exemption, qualification or otherwise. We intend to sell the shares only in the states in which this offering has been qualified or an exemption from the registration requirements is available, and purchases of shares may be made only in those states.
In addition and without limiting the foregoing, we will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective.
We will not use public solicitation or general advertising in connection with the Primary Offering. This Primary Offering will continue for the longer of: (i) 180 days after this registration statement becomes effective with the Securities and Exchange Commission, or (ii) the date on which all 5,000,000 shares registered hereunder have been sold. We may at our discretion extend the offering for an additional 90 days.
DEPOSIT OF OFFERING PROCEEDS OF PRIMARY OFFERING
We are offering for sale a minimum of 2,000,000 and a maximum of 5,000,000 shares of common stock at a price of $0.10 per share. We will not be able to spend any of the proceeds unless the minimum number of shares is sold and the Offering expires. We intend to hold all funds collected in a standard bank account until the total amount of $500,000 has been received and the Offering is closed or the minimum shares are sold and the Offering expires. At that time, the funds will be transferred to our business account for use in the implementation of our business plan. In the event the minimum numbers of shares are not sold out prior to the Expiration Date, all money will be promptly returned to the investors, without interest or deduction within 3 business days.
We determined the use of the standard bank account was the most efficient use of our current limited funds. Please see the risk factor section to read the related risk to you as a purchaser of any shares.
PROCEDURES AND REQUIREMENTS FOR SUBSCRIPTION OF PRIMARY OFFERING
If you decide to subscribe for any of the 5,000,000 shares in this Primary Offering, you will be required to execute a Subscription Agreement and tender it, together with a check, bank draft or cashier's check payable to the company. Subscriptions, once received by the company, are irrevocable. All checks for subscriptions should be made payable to Texas Jack Oil & Gas Corporation.
SELLING STOCKHOLDERS
The ten (10) selling security holders may sell some or all of their shares at a fixed price of $0.001 per share until our shares are quoted on the OTCBB and thereafter at prevailing market prices. Although our common stock is not listed on a public exchange, we will be filing to obtain a listing on the OTCBB concurrently with the filing of this prospectus. In order to be quoted on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Bulletin Board, nor can there be any assurance that such an application for quotation will be approved.
Once a market has developed for our common stock, the shares may be sold or distributed from time to time by the selling stockholders, who may be deemed to be underwriters, directly to one or more purchasers or through brokers or dealers who act solely as agents, at market prices prevailing at the time of sale, at prices related to such prevailing market prices , or at fixed prices, which may be changed. The distribution of the shares may be effected in one or more of the following methods:
ordinary brokers transactions, which may include long or short sales,
transactions involving cross or block trades on any securities or market where our common stock is trading, market where our common stock is trading,
through direct sales to purchasers or sales effected through agents,
through transactions in options, swaps or other derivatives (whether exchange listed of otherwise), or exchange listed or otherwise), or
any combination of the foregoing.
In addition, the ten (10) selling stockholders may enter into hedging transactions with broker-dealers who may engage in short sales, if short sales were permitted, of shares in the course of hedging the positions they assume with the selling stockholders. The selling stockholders may also enter into option or other transactions with broker-dealers that require the delivery by such broker-dealers of the shares, which shares may be resold thereafter pursuant to this prospectus. To our best knowledge, none of the selling security holders are broker-dealers or affiliates of broker dealers.
We will advise the selling security holders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling security holders and their affiliates. In addition, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling security holders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling security holders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.
Brokers, dealers, or agents participating in the distribution of the shares may receive compensation in the form of discounts, concessions or commissions from the selling stockholders and/or the purchasers of shares for whom such broker-dealers may act as agent or to whom they may sell as principal, or both (which compensation as to a particular broker-dealer may be in excess of customary commissions). Neither the selling stockholders nor we can presently estimate the amount of such compensation. We know of no existing arrangements between the selling stockholders and any other stockholder, broker, dealer or agent relating to the sale or distribution of the shares. We will not receive any proceeds from the sale of the shares of the selling security holders pursuant to this prospectus. We have agreed to bear the expenses of the registration of the shares, including legal and accounting fees, and such expenses are estimated to be approximately $35,000. The majority of these expenses have already been paid and are included in the financial statement.
Notwithstanding anything set forth herein, no FINRA member will charge commissions that exceed 8% of the total proceeds of the offering pursuant to FINRA Rule 2710.
If our common stock becomes listed on the OTCBB it will have an effect on our liquidity. Our liquidity may be negatively impacted by the significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly.
Additionally, our stock is a penny stock. Burdens are imposed upon broker-dealers by penny stock requirements that may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.
SELLING STOCKHOLDERS
The ten (10) Selling Security Holders may also sell shares directly to market makers acting as principals or brokers or dealers, who may act as agent or acquire the common stock as a principal. Any broker or dealer participating as agent in such transactions may receive a commission from the Selling Security Holders or, if they act as agent for the purchaser of such common stock, a commission from the purchaser. The Selling Security Holders will likely pay the usual and customary brokerage fees for such services. Brokers or dealers who acquire shares as principals may thereafter resell such shares from time to time in transactions in a market or on an exchange, in negotiated transactions or otherwise, at market prices, and in connection with such re-sales may pay or receive commissions to or from the purchasers of such shares. These transactions may involve cross and block transactions that may involve sales to and through other brokers or dealers. We can provide no assurance that all or any of the common stock offered will be sold by the Selling Security Holder.
If, after the date of this prospectus, the Selling Security Holder enters into an agreement to sell their shares to a broker-dealer as principal and the broker-dealer is acting as an underwriter, we will need to file a post-effective amendment to the registration statement of which this prospectus is a part. We will need to identify the broker-dealer, provide required information on the plan of distribution, and revise the disclosures in that amendment, and file the agreement as an exhibit to the registration statement. Also, the broker-dealer would have to seek and obtain clearance of the underwriting compensation and arrangements from FINRA.
In order to comply with the applicable securities laws of certain states, the securities will be offered or sold in those states only if they have been registered or qualified for sale; there is an exemption from such registration or if there is a qualification requirement available and with which Texas Jack Oil & Gas Corporation has complied.
In addition and without limiting the foregoing, the Company will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective.
We are paying the expenses of the offering because we seek to: (i) become a reporting company with the Commission under the Securities Exchange Act of 1934 (the "1934 Act"); and (ii) enable our common stock to be traded on the OTC Bulletin Board. We believe that the registration of the resale of shares on behalf of the existing security holder may facilitate the development of a public market in our common stock if our common stock is approved for trading on the OTC Bulletin Board.
We consider that the development of a public market for our common stock will make an investment in our common stock more attractive to future investors. We will at some point in the near future need to raise additional capital through private placement offerings. We believe that obtaining reporting company status under the 1934 Act and trading on the OTC Bulletin Board should increase our ability to raise these additional funds from investors.
The Selling Security Holder and any broker-dealers or agents must comply with the requirements of the Securities Act and the Securities Exchange Act in the offer and sale of the common stock. In particular, during such times as the Selling Security Holder is engaged in a distribution of the common stock, and therefore be considered to be an underwriter, she must comply with applicable law and may, among other things may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, she must comply with applicable law and may, among other things:
·Not engage in any stabilization activities in connection with our common stock;
·Furnish each broker or dealer through which common stock may be offered, such copies of this prospectus, as amended from time to time, as may be required by such broker or dealer; and,
·Not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Securities Exchange Act.
There is no assurance that the Selling Security Holder will sell any or all of the shares offered by her. Under the securities laws of certain states, the shares may be sold in such states only through registered or licensed broker/dealers. In addition, in certain states the shares may not be sold unless they have been registered or qualified for sale in that state or an exemption from registration or qualification is available and is met. There are no pre-existing contractual agreements for any person to purchase the shares.
Of the 23,400,000 shares of common stock outstanding as of May 30 , 2014, 15,000,000 shares are owned by our sole officer and director Robert Schwarz. And the remaining 8,400,000 are held by 10 individuals (See selling shareholders listed above).
Dividends
We have not declared any cash dividends, nor do we intend to do so. We are not subject to any legal restrictions respecting the payment of dividends, except that they may not be paid to render us insolvent. Dividend policy will be based on our cash resources and needs, and it is anticipated that all available cash will be needed for our operations, in the foreseeable future.
Section 15(g) of the Exchange Act
Our shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rules 15g-1 through 15g-6 and Rule 15g-9 promulgated thereunder. They impose additional sales practice requirements on broker-dealers who sell our securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). While Section 15(g) and Rules 15g-1 through 15g-6 apply to brokers-dealers, they do not apply to us.
Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules. Rule 15g-2 declares unlawful broker-dealer transactions in penny stocks unless the broker-dealer has first provided to the customer a standardized disclosure document.
Rule 15g-3 provides that it is unlawful for a broker-dealer to engage in a penny stock transaction unless the broker-dealer first discloses and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question.
Rule 15g-4 prohibits broker-dealers from completing penny stock transactions for a customer unless the broker-dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction.
Rule 15g-5 requires that a broker-dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales persons compensation.
Rule 15g-6 requires broker-dealers selling penny stocks to provide their customers with monthly account statements.
Rule 15g-9 requires broker-dealers to approved the transaction for the customer's account; obtain a written agreement from the customer setting forth the identity and quantity of the stock being purchased; obtain from the customer information regarding his investment experience; make a determination that the investment is suitable for the investor; deliver to the customer a written statement for the basis for the suitability determination; notify the customer of his rights and remedies in cases of fraud in penny stock transactions; and, the FINRA's toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker-dealers and their associated persons. The application of the penny stock rules may affect your ability to resell your shares.
MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
Our securities are not listed on any exchange or quotation service. We are not required to comply with the timely disclosure policies of any exchange or quotation service. The requirements to which we would be subject if our securities were so listed typically include the timely disclosure of a material change or fact with respect to our affairs and the making of required filings. Although we are not required to deliver an annual report to security holders, the Company intends to provide an annual report to our security holders, which will include audited financial statements.
When we become a reporting company with the Securities and Exchange Commission, the public may read and copy any materials filed with the Securities and Exchange Commission at the Security and Exchange Commission’s Public Reference Room at 100 F Street N.E., Washington, D.C. 20549. The public may also obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission. The address of that site is www.sec.gov.
There are no outstanding options or warrants to purchase, or securities convertible into, shares of our common stock.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS
The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.
We are a development stage corporation and have not yet generated or realized any revenues from our business operations.
Our auditors have raised substantial doubt as to our ability to continue as an on-going business for the next 12 months. We have not generated any revenue and have only begun to develop our business plan, website and sales literature.
GENERAL OVERVIEW
DESCRIPTION OF BUSINESS
We are an exploration stage company with limited revenues and operating history. Our independent auditor has issued an audit opinion which includes a statement expressing substantial doubt as to our ability to continue as a going concern. We currently own a 3% working interest in one well the Bright 1H, which was drilled in late summer of 2012 and was completed and placed into production in October 2012. The well has been drilled with lateral lines that are approximately 2,000 feet in length. There are a total of three producing wells on this property however Texas Jack only has an interest in one well the Bright 1H.
The Company is reviewing its next project where Texas Jack would purchase a 3% working interest in a lease operated by 3-Ten located in Jack County Texas. At this time Texas Jack has not purchased the working interest or entered into any contracts with operator.
Our focus for the current fiscal year will be on further locating and developing new working interests, while continuing to pursue acquisition of new leases and/or existing oil and gas wells which have potential for production, if revenues warrant.
GENERAL INFORMATION ABOUT OUR CURRENT WORKING INTEREST.
ACQUISITION OF THE 3% WORKING INTEREST.
On October 1, 2012, Texas Permian Partners Oil &  Gas, Inc., (“Texas Permian”) a Nevada Corporation, for whom Robert Schwarz, now President of Texas Jack was sole officer, director and shareholder, purchased the 3% working interest in the Bright 1H well from Southlake Energy for $165,000 with funds provided by Robert Schwarz. On May 1, 2013 the President of the Company executed an assignment agreement with Southlake Operating, LLC the operator of the well which transferred the 3% working interest in one well the 3 Bright1H well located in Jack County Texas to Texas Jack Oil & Gas Corporation. This assignment was authorized and approved by Texas Permian, which also authorized that any consideration for said assignment was to be given to Robert Schwarz as an individual for services rendered to Texas Permian. The 3% working interest in the Bright 1H well, was drilled in late summer of 2012 and was completed and placed into production in October 2012. The well has been drilled with lateral lines that are approximately 2,000 feet in length. The Bright 1H well is further described as being situated on 87.03 acres of land of situated within the S.R. Halley Survey, Abstract No. 1748, Jack County, Texas, said 87.03 acres being out of and part of a 325.45 acre tract of land described in a Deed to Edwin B. Bright et ux. Recorded in Volume 333, Schwarz 645 of the Official Public Records of Jack County, Texas. The well was drilled late summer of 2012 and put into production October 2012 and is currently producing approximately 100 barrels of oil per month.
The consideration for the assignment was $165,000 being original cost to the founder. The well was drilled late summer of 2012 and put into production October 2012 and is currently producing approximately 100 barrels of oil per month.
LOCATION, ACCESS, CLIMATE, LOCAL RESOURCES & INFRASTRUCTURE
General Area: The Bright 1H well is further described as being situated on 87.03 acres of land of situated within the S.R. Halley Survey, Abstract No. 1748, Jack County, Texas, said 87.03 acres being out of and part of a 325.45 acre tract of land described in a Deed to Edwin B. Bright et ux. Recorded in Volume 333, Schwarz 645 of the Official Public Records of Jack County, Texas. (see attached Plat below)
[MAP SHOWING Bright 1H in Jack County Texas]
Jack County, in north central Texas, is bordered by Clay, Archer, and Montague counties to the north, Young County to the west, Palo Pinto and Parker counties to the south, and Wise County to the east. Jacksboro, the county seat and the largest town in the county, is sixty miles southeast of Wichita Falls and seventy miles northwest of Fort Worth. The county's center is at 98°10' west longitude and 33°12' north latitude. As of the 2010 census its population was 9,044. Its county seat is Jacksboro. Jack County is named for Patrick Churchill Jack and his brother William Houston Jack, both soldiers of the Texas Revolution.
  graphic
The county's 920 square miles is forested mainly by mesquite, live oak, blackjack oak, and post oak, with pecan, elm, walnut, and cottonwood trees along the waterways. The altitude increases from east to west and ranges from 800 feet to 1,350 feet. The West Fork of the Trinity River cuts across Jack County diagonally from northwest to southeast and provides the main drainage for the county. Among other creeks are East Rock, Howard, Lost, Crooked, the North Fork of Crooked, Little Cleveland, the West Fork of Keechi, Two Bush, and Henderson. Lake Bridgeport and Lake Jacksboro are in the county. Mineral resources include petroleum, natural gas, and stone.
History: Before white settlement Jack County was a borderland between the Caddo Indians to the east and the Comanches to the west. The first Europeans to visit the area may have been Spaniards under Franciso Vasquez de Coronado in the sixteenth century, but they made no permanent settlements. Jack County was included in the Texan Emigration and Land Company, more commonly known as the Peters colony. Settlers began arriving in the future county by 1855, and by 1856 the first settlement, Keechi, was established. Early settlers entering Jack County came mainly from the middle South states, primarily Alabama, North Carolina, Arkansas, Missouri, and Kentucky, many by way of Smith County or other parts of Texas.
Cattle ranching dominated the county's economy during its early years. The first cattle drive north from Jack County was made in 1866, and by 1890 there were 68,756 cattle in the county. After large-scale farming was introduced in the late 1870s, the number of farms grew rapidly, increasing from 945 in 1880 to 1,888 in 1910. The dominant crop in the county's early years was corn, with 115,761 bushels harvested in 1880 and 663,490 bushels in 1900. During the late 1880s and 1890s oats and wheat were introduced, and by 1920 Jack County was a leading producer of grains; in that year county farmers grew 498,250 bushels of oats, 249,643 bushels of corn, and 351,819 bushels of wheat. Cotton was also grown in considerable quantities after 1890, and by the early 1920s the annual yield was 6,000 bales. Despite the growth of crop farming, livestock raising continued to play an important role in the county's economic life. Revenue from cattle remained an important source of income for many farmers and ranchers, and receipts from poultry and egg production grew throughout the early decades of the twentieth century.
Oil, discovered near Bryson in 1923, set off a small boom, as numerous oilfield workers and others attracted by the prospects of easy money moved in. Nevertheless the population of the county as a whole declined steadily after 1915, largely as the result of a series of agricultural busts. The population, which reached a peak of 11,817 in 1910, fell to 9,863 in 1920 and 9,046 in 1930. Income from oil helped some cash-poor farmers to settle debts and survive the lean years of the Great Depression, but many others were forced to sell their farms and equipment and try their hands at something else. The economy began to recover during World War II, but subsequently the population declined slowly. Between 1940 and 1990 the number of residents fell from 10,206 to 6,981. In the early 1990s cow and calf operations provided the largest source of agricultural receipts; the leading crop was wheat. The sale of firewood also provided important income. Leading industries included petroleum production and oil-well servicing. Oil production steadily increased to 1,800,000 barrels annually in the early 1990s. Production began to decline thereafter, however. A little over 706,000 barrels of oil and 12,131,871 cubic feet of gas-well gas were produced in the county in 2004; by the end of that year 203,811,409 barrels of oil had been taken from county lands since 1923.
BIBLIOGRAPHY: 
Thomas F. Horton, History of Jack County (Jacksboro, Texas: Gazette Print, 193-?).
Ida Lasater Huckabay, Ninety-Four Years in Jack County (Austin: Steck, 1949; centennial ed., Waco: Texian Press, 1974).
Jack County Scrapbook, Dolph Briscoe Center for American History, University of Texas at Austin.
Gilbert Webb, comp., Four Score Years in Jack County, 1860–1940 (Jacksboro, Texas, 1940).
MARKETS
The availability of a ready market and the prices obtained for produced oil depends on many factors, including the extent of domestic production and imports of oil, the proximity and capacity of pipelines and other transportation facilities, fluctuating demand, the marketing of competitive fuels, and the effects of governmental regulation on production and sales. A ready domestic market for oil exists because of the presence of pipelines for transport. The existence of an international market exists depends upon the presence of international delivery systems and political and pricing factors.
If we are successful in the continuing production of oil with the one well the Bright 1H and possible additional property, the operator of our one well the Bright 1H will continue to target refiners, remarketers and third party intermediaries, who either have, or have access to, consumer delivery systems. Southlake Operating LLC the third –party operator will continue to sell the oil from our one well the Bright 1H under both short-term (less than one year) and long-term (one year or more) agreements at prices negotiated with third parties. Currently Spears Oil, a third party operator, picks up the oil from the Bright 1H and sells it to Shell Oil Company. The price is based upon a 20-day floating average. Typically either the entire contract (in the case of short-term contracts) or the price provisions of the contract (in the case of long-term contracts) are renegotiated at intervals ranging in frequency from daily to annually.
We have not yet adopted any specific sales and marketing plans. However, as we purchase future properties and or working interests, the need to hire marketing personnel will be addressed.
COMPETITION
We operate in a highly competitive environment for acquiring properties, modernizing existing wells and marketing oil that is produced. The majority of our competitors possess and employ financial, technical and personnel resources substantially greater than ours, which can be particularly important in the areas in which we plan to operate. Those companies may be able to pay more for productive properties and exploratory prospects and to evaluate, bid for and purchase a greater number of properties and prospects than our financial resources permit. Our ability to acquire additional prospects and to find and develop reserves in the future will depend on our ability to evaluate and select suitable properties and to consummate transactions in a highly competitive environment. Also, there is substantial competition for capital available for investment in the oil and natural gas industry.
Current competitive factors in the domestic oil and gas industry are unique. The actual price range of crude oil is largely established by major international producers. Pricing for natural gas is more regional; however, more favorable prices can usually be negotiated for larger quantities of oil and/or gas product. In this respect, while we believe we have a price disadvantage when compared to larger producers, we view our primary pricing risk to be related to a potential decline in international prices to a level which could render our production uneconomical.
We will be committed to use the services of the existing gathering companies in our present area of production. This potentially gives such gathering companies certain short-term relative monopolistic powers to set gathering and transportation costs, because obtaining the services of an alternative gathering company may require substantial additional costs.
General competitive conditions may be substantially affected by various forms of energy legislation and/or regulation introduced from time to time by the governments of the United States and other countries, as well as factors beyond our control, including international political conditions, overall levels of supply and demand for oil and gas, and the markets for synthetic fuels and alternative energy sources.
In the face of competition, we may not be successful in acquiring, exploring or developing profitable oil and gas properties or interests, and we cannot give any assurance that suitable properties or interests will be available for our acquisition, exploration or development. Despite this, we hope to compete successfully in the industry by:
· keeping our costs low;
· relying on the strength of our President’s contacts; and
· using our size and experience to our advantage by adapting quickly to changing market conditions or responding swiftly to potential opportunities.
DISTRIBUTION METHODS
The oil that we produce is distributed through oil gathering companies. The contract operator, Southlake Operating, LLC, will make the arrangements with the gathering companies.
BANKRUPTCY OR SIMILAR PROCEEDINGS
There has been no bankruptcy, receivership or similar proceeding.
REORGANIZATIONS, PURCHASE OR SALE OF ASSETS
There have been no material reclassifications, mergers, consolidations, or purchase or sale of a significant amount of assets not in the ordinary course of business.
SOURCE AND AVAILABILITY OF RAW MATERIALS
We have no significant raw materials. However, if we are successful in our plan of operations we may make use of numerous oil field service companies. We currently only have 3% working interest in one well lease in Jack County Texas, there are numerous oil field service companies.
MAJOR CUSTOMERS
We will principally sell our oil through our operator to marketers and other purchasers that have access to nearby pipeline facilities. Generally, in areas where there is no practical access to pipelines, oil is trucked to storage facilities. We believe that the loss of any of these oil purchasers would not materially impact our business, because we could readily find other purchasers for our oil as produced.
PATENTS, TRADEMARKS, FRANCHISES, ROYALTY AGREEMENTS OR LABOR CONTRACTS
We have no patents, trademarks, licenses, concessions, or labor contracts.
COMPLIANCE WITH GOVERNMENT AND ENVIRONMENTAL REGULATIONS OF TRANSPORTATION OF OIL
The sales of crude oil are not currently regulated and are made at negotiated prices. Nevertheless, Congress could reenact price controls in the future.
Our sales of crude oil will be affected by the availability, terms and cost of transportation. The transportation of oil in common carrier pipelines is also subject to rate regulation. The Federal Energy Regulatory Commission, or the FERC, regulates interstate oil pipeline transportation rates under the Interstate Commerce Act. Intrastate oil pipeline transportation rates are subject to regulation by state regulatory commissions. The basis for intrastate oil pipeline regulation, and the degree of regulatory oversight and scrutiny given to intrastate oil pipeline rates, varies from state to state.
Insofar as effective interstate and intrastate rates are equally applicable to all comparable shippers, we believe that the regulation of oil transportation rates will not affect our operations in any way that is of material difference from those of our competitors. Further, interstate and intrastate common carrier oil pipelines must provide service on a non-discriminatory basis. Under this open access standard, common carriers must offer service to all shippers requesting service on the same terms and under the same rates. When oil pipelines operate at full capacity, access is governed by pro-rationing provisions set forth in the pipelines' published tariffs. Accordingly, we believe that access to oil pipeline transportation services generally will be available to us to the same extent as to our competitors.
REGULATION OF PRODUCTION
The production of oil is subject to regulation under a wide range of local, state and federal statutes, rules, orders and regulations. Federal, state and local statutes and regulations require permits for drilling operations, drilling bonds and reports concerning operations. All states, in which we may operate in the future, have regulations governing conservation matters, including provisions for the unitization or pooling of oil properties, the establishment of maximum allowable rates of production from oil wells, the regulation of well spacing, and plugging and abandonment of wells. The effect of these regulations is to limit the amount of oil that can be produced from wells and to limit the number of wells or the locations, although companies can apply for exceptions to such regulations or to have reductions in well spacing. Moreover, each state generally imposes a production or severance tax with respect to the production and sale of oil within its jurisdiction.
The failure to comply with these rules and regulations can result in substantial penalties. Our competitors in the oil industry are subject to the same regulatory requirements and restrictions that affect our operations.
ENVIRONMENTAL REGULATION
Oil exploration, development and production operations are subject to stringent federal, state and local laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection. Historically, most of the environmental regulation of oil production has been left to state regulatory boards or agencies in those jurisdictions where there is significant oil production, with limited direct regulation by such federal agencies as the Environmental Protection Agency. However, while we believe this generally to be the case for our production activities in Texas, there are various regulations issued by the Environmental Protection Agency ("EPA") and other governmental agencies that would govern significant spills, blow-outs, or uncontrolled emissions.
At the federal level, among the more significant laws and regulations that may affect our business and the oil and gas industry are: The Comprehensive Environmental Response, Compensation and Liability Act of 1980, also known as "CERCLA" or Superfund; the Oil Pollution Act of 1990; the Resource Conservation and Recovery Act, also known as "RCRA"; the Clean Air Act; Federal Water Pollution Control Act of 1972, or the Clean Water Act; and the Safe Drinking Water Act of 1974.
Compliance with these regulations may constitute a significant cost and effort for us. No specific accounting for environmental compliance has been projected by us at this time. We are not presently aware of any environmental demands, claims, or adverse actions, litigation or administrative proceedings in which our acquired property is involved or subject to, or arising out of any predecessor operations.
In the event of a breach of environmental regulations, these environmental regulatory agencies have a broad range of alternative or cumulative remedies which include: ordering a clean-up of any spills or waste material and restoration of the soil or water to conditions existing prior to the environmental violation; fines; or enjoining further drilling, completion or production activities. In certain egregious situations the agencies may also pursue criminal remedies against us or our principal officers.
RESEARCH AND DEVELOPMENT
Since our inception to the date of this Prospectus, we have not spent any money on research and development activities. President, through Texas Permian, paid $165,500 for the 3% working interest lease on the Bright 1H lease property which we obtained by assignment from Texas Permian.  The President of the Company, through Texas Permian, paid $165,000 for the 3% working interest in the year 2012 and said interest was assigned to Texas Jack in May of 2013 in exchange of 15,000,000 shares of the Company common stock being provided to Robert Schwarz.
EMPLOYEES AND EMPLOYMENT AGREEMENTS
Our only employee is our sole officer, Robert Schwarz. Mr. Schwarz currently devotes 5-10 hours per week to the Company matters and after receiving funding he plans to devote as much time as the board of directors determines is necessary to manage the affairs of the company. There are no formal employment agreements between the company and our current employee.
REPORTS TO SECURITY HOLDERS
Any member of the public may read and copy any materials filed by us with the Securities and Exchange Commission at the Securities and Exchange Commission's Public Reference Room at 100 F Street, N.E. Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the Securities and Exchange Commission at 1-800-732-0330. The Securities and Exchange Commission maintains an internet website (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission.
DESCRIPTION OF PROPERTY
We do not currently own any property. The Company utilizes space at the home of our officer and director at 15 Belfort, Newport Coast, California, 92657. The telephone number is 949-706-3628. The office space is provided at no charge to the Company. Management believes the current premises are sufficient for its needs at this time.
We currently have no investment policies as they pertain to real estate, real estate interests or real estate mortgages.
DESCRIPTION OF BRIGHT 1H WORKING INTEREST
On October 1, 2012 the President of Texas Jack, through Texas Permian, purchased the 3% working interest from Southlake Energy for $165,000. On May 1, 2013 the President of the Company executed an assignment agreement with Southlake Operating, LLC the third-party operator which transferred the 3% working interest in the 3 Bright 1H well located in Jack County Texas to Texas Jack Oil & Gas Corporation. The 3% working interest in the Bright 1H, which was drilled in late summer of 2012 and was completed and placed into production in October 2012. The well has been drilled with lateral lines that are approximately 2,000 feet in length. The Bright 1H well is further described as being situated on 87.03 acres of land of situated within the S.R. Halley Survey, Abstract No. 1748, Jack County, Texas, said 87.03 acres being out of and part of a 325.45 acre tract of land described in a Deed to Edwin B. Bright et ux. Recorded in Volume 333, Schwarz 645 of the Official Public Records of Jack County, Texas.
PLAN OF OPERATION
THIS SECTION OF THE PROSPECTUS INCLUDES A NUMBER OF FORWARD-LOOKING STATEMENTS THAT REFLECT OUR CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND FINANCIAL PERFORMANCE. FORWARD-LOOKING STATEMENTS ARE OFTEN IDENTIFIED BY WORDS LIKE: BELIEVE, EXPECT, ESTIMATE, ANTICIPATE, INTEND, PROJECT AND SIMILAR EXPRESSIONS, OR WORDS WHICH, BY THEIR NATURE, REFER TO FUTURE EVENTS. YOU SHOULD NOT PLACE UNDUE CERTAINTY ON THESE FORWARD-LOOKING STATEMENTS, WHICH APPLY ONLY AS OF THE DATE OF THIS PROSPECTUS. THESE FORWARD-LOOKING STATES ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM HISTORICAL RESULTS OR OUT PREDICTIONS.
RESULTS OF OPERATIONS
March 7, 2013 (inception) to March 31, 201 4
During this period we incorporated the Company, hired an attorney, and an independent auditor for the preparation of this registration statement. We have prepared an internal business plan. Our net loss since inception is as a result of incurring expenses totaling $ 77,187 and relating to the filing of this registration statement.
On March 10, 2013 , we issued 15,000,000 shares of common stock to our sole officer and director, Mr. Robert Schwarz for approximately value of $165,000. From May 2013 through January of 2014 we sold 8,400,000 shares of common stock to 10 investors for a total of $8,400. All of these shares were issued in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the "Act"). These shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance shares by us did not involve a public offering. The offering was not a "public offering" as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, the foregoing investor had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a "public offering." Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.
The following tables and narrative discussion set forth key components of our results of operations for the period indicated, in dollars, and key components of our revenue for the period indicated, in dollars.
  
For the
Three Months ended
  
For the Period
From March 7, 2013
(inception) through
  
For the
Nine Months ended
  
For the Period
From March 7, 2013
(inception) through
 
  March 31,  March 31,  March 31,  March 31, 
  2014  2013  2014  2014 
             
Revenue
 
$
386
  
$
-
  
$
4,083
  
$
4,083
 
                 
Operating expenses:
                
Selling, general and administrative expenses
  
5,331
   
9
   
39,629
   
74,048
 
                 
Total operating expenses
  
5,331
   
9
   
39,629
   
74,048
 
                 
Net Operating Loss
  
(4,945
)
  
(9
)
  
(35,546
)
  
(69,965
)
                 
Other expense
                
Interest expense
  
1,993
   
-
   
6,039
   
7,222
 
Total other expenses
  
1,993
   
-
   
6,039
   
7,222
 
                 
Loss before provision for income taxes
  
(6,938
)
  
(9
)
  
(41,585
)
  
(77,187
)
                 
Provision for income taxes
  
-
   
-
   
-
   
-
 
                 
Net income (loss)
 
$
(6,938
)
 
$
(9
)
 
$
(41,585
)
 
$
(77,187
)
                 
Net income (loss) per share - basic
 
$
(0.00
)
 
$
(0
)
 
$
(0.00
)
    
                 
Net income (loss) per share - diluted
 
$
(0.00
)
 
$
(0
)
 
$
(0.00
)
    
                 
Weighted average shares outstanding - basic
  
23,324,444
   
13,125,000
   
23,106,569
     
                 
Weighted average shares outstanding - diluted
  
23,324,444
   
13,125,000
   
23,106,569
     
We are an exploration stage company and have generated $ 4,083 in revenues since inception (March 7, 2013) and have incurred $77,187 in losses since inception (March 7, 2013) through March 31, 201 4 .  We received interest in mine property valued at $165,000 through the issuance of common stock to Robert Schwarz, our officer and director, who accepted 15,000,000 shares of our common stock at $0.011 per share on March 10, 2013 , as a result of the assignment of the 3% working interest in the Bright 1 H Well from Texas Permian.  Texas Permian received the assignment form Southlake Energy. From May 1, 2013 to May 2014 the Company sold additional 8,400,000 shares to 10 investors for consideration of $8,400 or $0.001 per share.
For the three and nine  months ended March 31, 201 4 and for the period March 7, 2013 (date of inception) to March 31, 201 4 ,  we had $ 386,  $4,083, and $ 4,083 in revenues, respectively and incurred $ 5,331,  $39,629, and $ 74,048 in selling, general and administrative expenses, respectively and $ 1,993, $6,039, and $ 7,222 in i nterest expense, respectively.
The following table provides selected financial data about our Company from March 7, 2013 (date of inception) through March 31, 201 4 .
Balance Sheet Data: As of June 30, 2013  As of March 31, 201 4 
       
Cash
 
$
42,681
  
$
885
 
         
Total assets
 
$
254,581
  
$
219,435
 
Total liabilities
 
$
117,183
  
$
123,222
 
Shareholders' equity
 
$
137,398
  
$
96,213
 
Our cash balance at March 31, 201 4 was $ 885. Our cash balance and revenues generated from the well lease may not be sufficient to cover the expenses we will incur during the next twelve months in a limited operations scenario. If we experience a shortage of funds we may utilize funds from our director, who has informally agreed to advance funds to allow us to pay for offering costs, filing fees, and professional fees, however he has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. In order to achieve our business plan goals, we will need additional funding. We are an exploration stage company and have generated $ 4,083 in revenue to date. We have issued 15,000,000 shares of the Company common stock valued at $165,000 to our President against transfer of interest in mine property and $8,400 to ten investors in equity securities and borrowed $71,000 from a shareholder, borrowed $45,000 from an additional lender and borrowed $5,000 from a shareholder to pay for our minimum level of operations.
Our auditor has issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have only generated limited revenues from our oil sales.
Our plan of operation for the twelve months following the date of this prospectus is to continue selling the oil and gas from our present working interest, while also searching for other appropriate working interest and leases. We will be primarily seeking other leases with existing production however we will not limit ourselves to only those wells if another oil or gas opportunity presents itself that Management believes would be in the best interests of the shareholders.
Management feels the Company’s continuation as a going concern depends upon its ability to obtain additional sources of capital and financing. Specifically, management intends to raise additional permanent capital through debt instruments such as bank loans, or private financing. The goal of this effort is to provide working capital for the next year. Our twelve month operating plan is dependent on raising additional permanent capital through equity security sales, debt instruments, and private financing in the amount of $50,000. Presently we do not have any existing sources or plans for financing.
The specific steps that we intend to take to try to secure the required $50,000 are as follows:
(1)We will first attempt to obtain a bank loan for the $50,000. In doing so, we will approach various banks to ascertain and compare various terms and conditions of such a loan, including interest rates, length of the loan, payment schedules, and the overall costs incurred for same. We will then choose the bank that we believe offers the best arrangements for us regarding said loan. We will then submit our application, which may also include the submittal of a business plan that we will prepare. In the event the initial bank does not approve and issue a loan, then we will move on to another bank and continue with such efforts until such time as it is determined by us that such an approach will not succeed. We anticipate that such an effort can be commenced and completed within the first 60 to 90 days. As of the date of filing we have not approached a bank at this time.
(2)In the event we are not able to obtain a bank loan for $50,000 we will then attempt to obtain such funds through a private financing source. We will search for reliable sources for private financing, and research them by ascertaining their reputation in their field of business, the length of time being in business, and sources of their funding. We will then choose those private financing sources that we feel confidence in and approach then to ascertain and compare various terms and conditions of such a loan, including interest rates, length of the loan, payment schedules, and the overall costs incurred for same. We will then choose the private financing source that we believe offers the best arrangements for us regarding said loan. We will then submit our application, which may also include the submittal of a business plan that we will prepare. In the event the initial private financing source does not approve and issue a loan, then we will move on to another private financing source and continue with such efforts until such time as it is determined by us that such an approach will not succeed. We anticipate that such an effort can be commenced and completed within the first 60 days.
If we are able to obtain debt financing of $50,000 we plan to allocate the funds as stated below.
·$10,000 toward marketing materials which include filers, broachers, direct marketing and mailing costs.
·$10,000 towards costs associated with public company reporting requirements
·$5,000 related to expenses associated with newly applicable corporate governance requirements.
·$15,000 for software and hardware to develop an internet site,
·$10,000 for program administration and working capital
In addition to the $50,000 need for the operating plan the company will need approximately $10,000 for completing this registration.  
If we are unable to raise the entire $50,000 from our Offering we would adjust our spending based on the amount of funds available. We may forgo the purchase of another lease until we are able to accumulate enough from revenue to allow us to purchase an additional working interest, assuring that we meet our corporate and disclosure obligations so that we remain in good standing with the State of Nevada and maintain our status as a reporting issuer with the SEC.
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us upon which to base an evaluation of our performance. We are an exploration stage corporation and have generated limited revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.
To become profitable and competitive, we must continue to receive revenues from our current working interest and find other profitable properties in which we will invest. We believe that our current cash balance and revenue will allow us to operate for one year based on our current limited operations.
LIQUIDITY AND CAPITAL RESOURCES
We believe that our existing sources of liquidity will not be sufficient to fund our operations, anticipated capital expenditures, working capital and other financing requirements for at least the next twelve months. In the event the Company is unable to achieve profitable operations in the near term, it may require additional equity and/or debt financing, or reduce expenses, to reduce such losses. However, we cannot assure that such financing will be available to us on favorable terms, or at all. We will continue to monitor our expenditures and cash flow position and however at some time in the future we may need to obtain additional financing to complete our business plan. There is no assurance that we will be able to obtain such financing if needed and the failure to do so could negatively impact the viability of our company to continue with this business and the business may fail.
We are paying the expenses of the offering because we seek to (i) become a reporting company with the Commission under the Securities Exchange Act of 1934 (the "1934 Act"); and (ii) enable our common stock to be traded on the OTC Bulletin Board. We believe that the registration of the resale of shares on behalf of our existing security holders may facilitate the development of a public market in our common stock if our common stock is approved for trading on the OTC Bulletin Board.
To meet our need for cash we are attempting to raise additional permanent capital through debt instruments such as bank loans, or private financing. We cannot guarantee that we will be able to obtain debt financing. Our director has agreed to advance funds as needed until the Offering is completed or failed. While he has agreed to advance the funds, the agreement is verbal and is unenforceable as a matter of law.
We have issued 15,000,000 shares of the Company common stock valued at $165,000 to our President against transfer of interest in mine property and $8,400 to ten investors in equity securities.   From June 2013 through January of 2014 additional 8,400,000 shares were issued to 10 individuals for consideration of $8,400 or $0.001 per share.
On April 15, 2013, the Company received $71,000 on issuance of 8% unsecured promissory note from one of the shareholder, which was originally due on April 15, 2014. During the three and nine months ended March 31, 2014,September 30, 2020 compared to the three months ended September 30, 2019, professional fees increased $19,275. The increase was due to increased professional and management fees incurred in furtherance of the Company’s business plan and the administration of the public entity.

Research and Product Development

Research and Product Development (“R&D”) costs represent costs incurred to develop our tests and are incurred pursuant to agreements with other third-party providers and certain internal R&D cost allocations when applicable. R&D costs are expensed when incurred. During the three months ended September 30, 2020 compared to the three months ended September 30, 2019, R&D costs increased $139,010 as a result of a study costs related to COVID-19 rapid diagnostic tests we plan to sell in the future.

Selling, General and Administrative

Selling, general and administrative (“SG&A”) costs include all expenditures related to personnel, travel and entertainment, public company compliance costs, insurance and other office related costs. During the three months ended September 30, 2020 compared to the three months ended September 30, 2019, SG&A increased $28,965. The increase was due to increased cost incurred for rent, customer samples and the administration of the public entity.

6

Other Income

Other expense increased $45,956 as a result of interest on debt and accretion of the debt discount related to the beneficial conversion feature contained in certain debt securities.

Liquidity and Capital Resources

As of September 30, 2020, our assets consisted of $132,614 in cash, $214,603 in inventory and $2,551 of prepaid rent, compared to current liabilities of $196,146. From inception to September 30, 2020, we have incurred an accumulated deficit of $4,995,772. This loss has been incurred through a combination of professional fees, R&D and SG&A costs to support our plans to develop our business and includes $3,700,000 of expense related to the issuance of 1.85 million shares in exchange for services. During the three months ended September 30, 2020, the Company recorded interest expensehad revenue of $1,401$15,385, gross profit of $4,841 and $4,234, respectively,incurred a loss from operations of $201,207. 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 are currently pursuing additional funds through equity or debt financing or a combination thereof. The Company currently has no commitments to obtain any such financing, and there can be no assurance that financing will be available in amounts or on this loan. Total accrued interest asterms acceptable to the Company, if at all.

Summary of March 31, 2014Cash Flows

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

  Three Months Ended September 30, Increase/
  2020 2019 (Decrease)
Operating activities $(294,788.00) $(19,798.00) $(274,990.00)
Investing activities  (3,505.00)  —     (3,505.00)
Financing activities  416,410.00   —     416,410.00 
Net increase (decrease) in cash and cash equivalents $118,117.00  $(19,798.00) $137,915.00 

Operating Activities

Net cash used in operating activities increased $274,990 primarily due to increases in professional fees and SG&A costs.

Investing Activities

Net cash used in investing activities increased $3,505 due to the purchase of computer equipment.

Financing Activities

During the three months ended September 30, 2013 is $5,417 and $1,183, respectively.  The default rate of interest is 1.5% per month. In May 2014, the due date of this note was extended to October 1, 2015.

On June 7, 2013,2020, the Company received $40,000 on issuance$340,000 upon the sale of 5% unsecured264,298 shares of common stock to Dr. Scott Ford, Director, $162,000 from the sale of convertible promissory note, which was originally due on November 30, 2013. On January 15, 2014, the due date of this note was extended to June 1, 2014. During the threenotes, and nine months ended March 31, 2014, the Company recorded interest expense of $493 and $1,605, respectively, on this note. Total accrued interest as of March 31, 2014 and June 30, 2013 is $1,605 and $0, respectively.  On May 29, 2014, the due date of this note was further extended to December 31, 2014.
On September 5 , 2013, the Company received $5,000 on issuance of 8% unsecured promissory note, which is due on September 5, 2014. Default rate of interest is 1.5% per month. During the three and nine months ended March 31, 2014 , the Company recorded interest expense of $ 99 and $ 200 , respectively, on this note; total accrued interest as of March 31, 2014 is $ 200 .
$24,410 from advances under a related party. The Company had a working capital deficit of $ 51,337 at March 31, 2014 .   
OFF-BALANCE SHEET ARRANGEMENTS
made payments totaling $110,000 in repayment towards the related party note due to LionsGate.

Other Contractual Obligations

None.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that isare material to investors.

Recently Issued Accounting Pronouncements

See Note 2 to our Financial Statements in Quarterly Report on Form 10-Q for the period ended September 30, 2020, filed with the SEC on November 12, 2020, for more information regarding recent accounting pronouncements and their impact to our results of operations and financial position.

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SIGNIFICANT ACCOUNTING POLICIES
ACCOUNTING BASIS
The statements were

New Accounting Standards to be Adopted Subsequent to September 30, 2020

None.

Critical Accounting Policies and Significant Judgments’ and Use of Estimates

We have prepared following generally accepted accounting principles of the United States of America consistently applied. The Company's fiscal year end is June 30.

The accompanyingour consolidated financial statements have been prepared using the accrual basis of accounting in accordanceconformity with accounting principles generally accepted in the United StatesStates. Our preparation of Americathese financial statements and are presented in U.S. dollars. The Company is currently an exploration stage enterprise. An exploration stage enterprise is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from. All losses accumulated since the inception of the business have been considered as part of its exploration stage activities.
USE OF ESTIMATES
Management usesrelated disclosures requires us to make estimates and assumptions in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptionsthat affect the reported amounts of assets and liabilities theand disclosure of contingent assets and liabilities at the date of the financial statements, and the reported revenuesamounts of revenue and expenses.expenses during the reporting periods. These estimates can also affect supplemental disclosures including information about contingencies, risk and financial condition. Critical accounting estimates are defined as those that are reflective of significant judgments and uncertainties and potentially yield materially different results under different assumptions or conditions. Given current facts and circumstances, we believe that our estimates and assumptions are reasonable, adhere to GAAP and are consistently applied. We evaluate our estimates and judgments on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions. Our critical accounting policies are more fully described above under the Notes to Financial Statements “NOTE 2 – Summary of Significant Accounting Policies”.

Related Party Transactions

For a discussion of our Related Party Transactions, refer to “Note 4 - Related Party Transactions” to our Financial Statements included in our Quarterly Report on Form 10-Q for the period ended September 30, 2020, filed with the SEC on November 12, 2020.

Competition

Several companies around the world carry similar products, typically comprised of approximately 10-30 different products. However, we carry the largest line of products that we know of including over 100 products. As of September 30, 2020, Global Wholehealth Partners Corp. has made limited sales.

Marketing and Sales

The Company plans on selling through large and small distributors, giving the company the greatest opportunity to sell to a greater amount of people, doctors, hospitals, clinics and governments.

Research and Development

We are continuing to look for needs in the world to create and work with our scientific team and science partners to make a rapid test for the newest diseases, such as ZIKA, EBOLA, TB, and Malaria.

Employees

As of September 30, 2020, we have 4 full-time employees, 3 part-time employees and 9 independent contractors.

Legal Proceedings

From time to time, we may be party to litigation matters occurring in the ordinary course of our business. As of the date hereof, however, there are no material pending legal or governmental proceedings relating to our Company to which we are a party, and to our knowledge there are no material proceedings to which any of our directors, executive officers or affiliates are a party adverse to us or which have a material interest adverse to us.

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the names and ages of all of our directors and executive officers as of the date of this report. We have a Board comprised of two members. Each director holds office until a successor is duly elected or appointed. Executive officers serve at the discretion of the Board and are appointed by the Board. Also provided herein are brief descriptions of the business experience of each of the directors and officers during the past five years, and an indication of directorships held by each director in other companies subject to the reporting requirements under the Federal securities law.

NameAgeCurrent Position With UsDirector or Officer Since
Charles Strongo56CEO, CFO, Treasurer, Chairman and SecretaryAugust 1, 2019
Rene Alvarez82COO, President, DirectorAugust 1, 2019
Dr. Scott Ford67DirectorAugust 1, 2019
Dr. Shuijie Cui56Chief Science Officer and DirectorAugust 1, 2019
Wolfgang Groeters85DirectorAugust 1, 2019

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Former Officers and Directors

Joseph Acaro, CEO, President and Director from March 9, 2019 to May 6, 2019.

Barbara Bauman was appointed Custodian of the Company on February 27, 2019 by the Clark County District Court of Nevada. Mrs. Bauman was appointed President, Secretary, Treasurer and Director on February 27, 2019 and resigned as President on March 9, 2019 but maintained her positions as Secretary, Treasurer and Director until May 6, 2019. 

Sara P. Gonzales, CEO, President, Secretary, Treasurer and Director since May 6, 2019 through August 1, 2019 resigned all position except for Secretary on August 1, 2019 maintaining the position of Secretary.

Lai Kah Yin became the Sole officer (President, Treasurer and Secretary) and sole Director on April 30, 2017 upon the resignation of by Seng Kok Wan of Malaysia from the position of sole officer and sole Director. Lai Kah Yin was effectively replaced as a result of the custodianship granted by the Nevada Courts on February 27, 2019.

Sara Gonzales, Secretary from May 6, 2019 to April 15, 2020. On April 15, 2020, the Company’s Board of Directors accepted the resignation letter dated January 1, 2020 from Sarah Gonzales as the Company’s Secretary. Her resignation was not due to any dispute or disagreement with the Company on any matter relating to the Company's operations, policies or practices and on April 15, 2020 was officially accepted by the Company’s Board of Directors To fill the vacancy created by Ms. Gonzales’ resignation, the Company’s Board of Directors appointed Charles Strongo as the Company’s Secretary.

Richard Johnson, Chief Financial Officer, Treasurer and Director from August 1, 2019 to September 29, 2020. On September 29, 2020, the Company’s Board of Directors accepted the resignation letter dated August 21, 2020 of Richard Johnson as the Company’s Chief Financial Officer, Treasurer and Director. His resignations were not due to any dispute or disagreement with the Company on any matter relating to the Company's operations, policies or practices, nor regarding the general direction of the Company. Effective as of September 29, 2020 to fill the vacancies created by Mr. Johnson’s resignations, the Company’s Board of Directors appointed Charles Strongo as the Company’s Chief Financial Officer and Treasurer.

Biographical Information

Set forth below are the names of all of our directors and executive officers, all positions and offices held by each person, the period during which each has served as such, and the principal occupations and employment of such persons during at least the last five years, and other director positions held currently or during the last five years:

Current Directors and Officers

Charles Strongo, MBA. Mr. Strongo currently serves as the Company’s CEO and Chairman since August 1, 2019 and as Secretary as of April 15, 2020. Mr. Strongo has 30 years’ experience in business management and operations with a proven track record of increasing profitability in the health care industry and particularly in the in-vitro diagnostic industry. Mr. Strongo has been in the in vitro diagnostic business for the past Twenty-Four years, having begun in 1995, the beginning of the “over-the counter” in-vitro diagnostic industry and has managed annual budgets exceeding $500 million. Mr. Strongo has served as President and Chief Executive Officer of EarlyDETECT, Inc. (EDI) since March, 2004. He was a member of the EDI Board of Directors from June 2002 until June 2009. Prior to that, Mr. Strongo served as the Chief Financial Officer for two years. Mr Strongo has owned and operated his own successful FDA Approved diagnostic manufacturing facility. Mr. Strongo has a comprehensive knowledge of ISO and FDA regulations and has prepared several companies for the ISO inspections. Mr. Strongo has filed more than twenty FDA 510K filings; he has also worked on countless pharmaceutical filings. Mr. Strongo has prepared several companies for FDA inspections, under FDA regulatory GMP guidelines. Mr. Strongo has cleared companies for ISO 13485 CDM in less than 6 months, a process that usually takes a year. Mr. Strongo’s dynamic personality, keen understanding and extensive professional expertise, have enabled Mr. Strongo to increase profitability for multiple companies domestically and internationally. Mr. Strongo established businesses in foreign countries, including Canada, Brazil, China, South Africa, Russia, Taiwan, Mexico, Malaysia, Thailand, and the Philippines. Mr. Strongo holds a BA/MBA in Business Management from National University.

Rene Alvarez. Mr. Alvarez currently serves as the Company’s COO/President as of May 8/2020 and Director since August 1, 2019. Mr. Alvarez is a graduate of Canisius College (BS in Accounting) and earned a law degree at the State University of New York at Buffalo (LLB and JD degrees). He was admitted to the New York State Bar Association in 1969. Mr. Alvarez also spent two years in the U.S. Army where he attained the rank of Captain and earned the Bronze Star while serving in Viet Nam. After fulfilling his military service, he joined Ford Motor Company in 1969 where he held various key executive positions including Senior Vice President of a Ford subsidiary from which he retired in 1999. After retiring, Mr. Alvarez joined LA Fitness International, LLC as Corporate Vice President until he once again retired in June of 2011. Mr. Alvarez also served as Chairman of the Board of L. L. Knickerbocker Company, a major marketing and distribution source for celebrity products and currently serves on the Boards of Planet Electric, Inc., Whole Health Product, Inc., Las Vegas Cares, and Nevco Co. Mr. Alvarez resides in Newport Beach, California with his wife and two children.

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CASH

Dr. Scott Ford. Dr. Ford practiced general dentistry for over 39 years retiring in 2016. Dr. Ford taught at USC Dental School as a clinical instructor, part-time for over 7 years both in Emergency Dentistry and Restorative Dentistry. Dr. Ford was a co-founder of Rowpar Pharmaceuticals, a privately held dental products corporation and manufacturer of ClōSYS® oral health products. Dr. Ford received his BA in Biology from UC San Diego in 1975 and DDS degree from University of Southern California School Of Dentistry in 1971.

Shuijie Cui. Mr. Ciu served as a post doctorate Fellow in the Ob/Gyn and Reproductive Biology department of The University of Texas Medical School at Houston. Mr. Cui also served as a post doctorate Fellow in the Division of Laboratory Medicine, M.D. Anderson Cancer Center at The University of Texas, Houston. Dr. Cui is known as the father of Strep A Tests. Dr. Cui worked with the Chinese Government on the testing and vaccine for SARS. Dr.

Wolfgang Groeters. Mr. Groeters’ brings several decades of experience in health care and diagnostics and had worked as an engineer for Medtronic's, Bentley Labs, Edward Science and others. Wolfgang has a strong understanding of the health care industry in specialty items.

       All of our directors are elected annually to serve for one year or until their successors are duly elected and qualified.

Family Relationships and Other Matters

There are no family relationships among or between any of our officers and directors.

Legal Proceedings

None of or directors or officers are involved in any legal proceedings as described in Regulation S-K (§229.401(f)).

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Because we do not have a class of equity securities registered pursuant to section 12 of the Exchange Act we are not required to make the disclosures required by Item 405 of Regulation SK.

CODE OF ETHICS

We have not adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer, or persons performing similar functions, because of the small number of persons involved in the management of the Company.

CORPORATE GOVERNANCE

Director Independence

We are not listed on a major U.S. securities exchange and, therefore, are not subject to the corporate governance requirements of any such exchange, including those related to the independence of directors; however, at this time, after considering all of the relevant facts and circumstances, our Board has determined that Rene Alvarez, Dr. Scott Ford and Wolfgang Groeters are independent from our management and qualify as an “independent director” under the standards of independence of the FINRA listing standards. We do not currently have a majority of independent directors as required by the FINRA listing standards. Upon our listing on any national securities exchange or any inter-dealer quotation system, we will elect such independent directors as is necessary under the rules of any such securities exchange.

Board Leadership Structure

We currently have two executive officers and six directors. Our Board has reviewed our current Board leadership structure — which consists of a Chief Executive Officer who is also the Chairman of the Board and five other Directors of which three are independent — in light of the composition of the Board, our size, the nature of our business, the regulatory framework under which we operate, our stockholder base, our peer group and other relevant factors, and has determined that this structure is currently the most appropriate Board leadership structure for our company. Nevertheless, the Board intends to carefully evaluate from time to time whether our Chief Executive Officer and Chairman positions should be separated based on what the Board believes is best for us and our stockholders.

Board Role in Risk Oversight

Risk is inherent in every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including strategic risks, enterprise risks, financial risks, and regulatory risks. While our management is responsible for day to day management of various risks we face, the Board, as a whole, is responsible for evaluating our exposure to risk and to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. The Board reviews and discusses policies with respect to risk assessment and risk management. The Board also has oversight responsibility with respect to the integrity of our financial reporting process and systems of internal control regarding finance and accounting, as well as its financial statements.

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Board of Directors Meetings, Committees of the Board of Directors, and Annual Meeting Attendance

During the fiscal year ended June 30, 2020, the Board held a total of six (6) meetings. All members of the Board attended all Board meetings. We do not maintain a policy regarding director attendance at annual meetings and we did not have an annual meeting of shareholders during the fiscal years ended June 30, 2020 and 2019.

We do not currently have any standing committees of the Board. The full Board is responsible for performing the functions of: (i) the Audit Committee, (ii) the Compensation Committee and (iii) the Nominating Committee.

Stockholder Communications

Stockholders who wish to communicate with the Board may do so by addressing their correspondence to the Board at Global WholeHealth Partners Corporation, Attention: Charles Strongo, 2227 Avenida Oliva, San Clemente, CA, 92673. The Board will review and respond to all correspondence received, as appropriate.

ITEM 11. EXECUTIVE COMPENSATION

Our Board is responsible for establishing the compensation and benefits for our executive officers. The Board reviews the performance and total compensation package for our executive officers, and considers the modification of existing compensation and the adoption of new compensation plans. The board has not retained any compensation consultants.

Summary Compensation Table

The following table sets forth information concerning compensation earned for services rendered to us by our executive officers who were serving as executive officers during the fiscal years ended June 30, 2020 and 2019: 

Name and Principal PositionYear Ended June 30,

Salary ($)

Bonus ($)

Stock Awards ($)

Option Awards ($)

All Other Compensation ($)

Total ($)
Charles Strongo (2) CEO, Chairman and Secretary2020—  —  —  —  —  —  
Richard Johnson (2) CFO, Treasurer and Director2020—  —  —  —  —  —  
Rene Alvarez COO, President and Director2020—  —  —  —  —  —  
Dr. Shuijie Cui Chief Science Officer and Director2020—  —  —  —  —  —  
Joseph Arcaro (1) Former CEO, President and Director2019—  —  —  —  —  —  
Sara P. Gonzales (2) (3) Former CEO, President, Treasurer and Secretary2019—  —  —  —  —  —  
Barbara Bauman (3) Former Treasurer, Secretary and Director2019—  —  —  —  —  —  

Lai Kah Yin (4) Former CEO,

President, Treasurer, Secretary and Director

2018 and

2019

—  —  —  —  —  —  
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(1) Mr. Arcaro was appointed as CEO, President and Director on March 9, 2019. Mr. Arcaro did not earn and was not paid any compensation for the year ended June 30, 2019. Mr. Arcaro resigned all positions on May 6, 2019.

(2) Sara Gonzales was appointed as CEO, President, Treasurer, Secretary and Director on May 6, 2019. Sara Gonzales did not earn and was not paid any compensation for the year ended June 30, 2019. Sara Gonzales resigned all positions on August 1, 2019 except as Secretary which position she resigned from on April 15, 2020 and Mr. Strongo assumed. In her place, on August 1, 2019, the Company appointed Charles Strongo to serve as the Company’s CEO, President and Chairman and Richard Johnson to serve as the Company’s CFO, Treasurer and Director. Mr. Johnson resigned as CFO, Treasurer and Director on September 29, 2020.

(3) Barbara Bauman was appointed Custodian of the Company on February 27, 2019 by the Clark County District Court of Nevada. Mrs. Bauman was appointed President, Secretary, Treasurer and Director on February 27, 2019. Mrs. Bauman resigned as President on March 9, 2019 but maintained her positions as Secretary, Treasurer and Director until May 6, 2019. Mrs. Bauman did not earn and was not paid any compensation for the year ended June 30, 2019. 

(4) Lai Kah Yin became the Sole officer (President, Treasurer and Secretary) and sole Director on April 30, 2017 upon the resignation of by Seng Kok Wan of Malaysia from the position of sole officer and sole Director. Mr. Wan originally became CEO, President, Treasurer, Secretary and Director on April 30, 2015 as a result of his purchase of 57.31%, or 30,000 shares of the Company’s common stock from the prior CEO, Robert Schwarz. Lai Kah Yin did not earn and was not paid any compensation for the year ended June 30, 2019. 

Employment Agreements

We currently have no employment agreements in place.

Outstanding Equity Awards as Fiscal Year-End

None.

Payments Upon Termination of Change in Control

There are no understandings or agreements known by management at this time which would result in a change in control.

Compensation of Directors

We have provided no compensation to our directors for their services provided as directors.

Recent Developments

None.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND CASH EQUIVALENTSMANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information as of the date of this report by (i) all persons who are known by us to beneficially own more than 5% of our outstanding shares of common stock, (ii) each director, director nominee, and Named Executive Officer; and (iii) all executive officers and directors as a group:

Name and Address of Beneficial Owner (1) Number of shares Beneficially Owned (2) Percent of Class Owned (2)
Directors and Officers        
Charles Strongo  8,825,531   14.72%
Rene Alvarez  7,133,268   11.90%
Dr. Scott Ford     674,834   1.13%
Dr. Shuijie Cui  2,775,000   4.63%
Wolfgang Groeters  2,030,000   3.39%
All Directors and Officers as a Group  21,438,633   35.759%
         
5% shareholders        
Linosgate Funding Group  5,907,161   9.85%
Charles Strongo  8,825,531   14.72%
Richard Johnson  4,040,000   6.74%
Rene Alvarez  7,133,268   11.90%
Dr. Scott Ford     674,834   1.13%
5% shareholders as a group  26,580,794   44.33%
Total Directors and Officers and 5% Shareholders  31,385,794   52.34%

* less than 1%

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(1) Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. Each of the beneficial owners listed above has direct ownership of and sole voting power and investment power with respect to the shares of our common stock and except as indicated the address of each beneficial owner is 3651 Lindell Road, Suite D410, Las Vegas, NV 89103

(2) Calculated pursuant to rule 13d-3(d) of the Exchange Act. Beneficial ownership is calculated based on 56,116,358 shares of common stock issued and outstanding on a fully diluted basis as of August 21, 2019. Under Rule 13d-3(d) of the Exchange Act, shares not outstanding which are subject to options, warrants, rights or conversion privileges exercisable within 60 days are deemed outstanding for the purpose of calculating the number and percentage owned by such person, but are not deemed outstanding for the purpose of calculating the percentage owned by each other person listed. All the share amounts listed represent common stock held. No derivatives are outstanding as the hate hereof.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The Company currently has no related party transactions that meet the thresholds defined in Regulation S-K 229.404.

We expect that our board will adopt a written policy for the review of related party transactions. For purposes of the policy, a related party transaction will include transactions in which (1) the amount involved in any consecutive 12-month period is more than the lesser of (i) $120,000 or (ii) one percent of the Company’s average total assets at year-end in the prior two completed fiscal years, (2) the Company is a participant, and (3) any related party has a direct or indirect material interest. The policy is expected to define a “related party” to include directors, nominees for director, executive officers, beneficial owners of more than 5% of the Company’s outstanding common stock and their respective immediate family members. Pursuant to the policy, all related party transactions must be approved by the Company’s board of directors or, in the event of an inadvertent failure to bring the transaction to the board, ratified by the board. In the event that a member of the board has an interest in a related party transaction, the transaction must be approved or ratified by the disinterested members of the board. In deciding whether to approve or ratify a related party transaction, the board will consider the following factors:

●       whether the terms of the transaction are (1) fair to the Company and (2) at least as favorable to the Company as would apply if the transaction did not involve a related party;

●       whether there are demonstrable business reasons for the Company to enter into the transaction;

●       whether the transaction would impair the independence of an outside director under the Company’s director independence standards; and

●       whether the transaction would present an improper conflict of interest for any director or executive officer, taking into account the size of the transaction, the overall financial position of the related party, the direct or indirect nature of the related party’s interest in the transaction and the ongoing nature of any proposed relationship, and any other factors the committee deems relevant.

Independent Directors

We are not listed on a major U.S. securities exchange and, therefore, are not subject to the corporate governance requirements of any such exchange, including those related to the independence of directors. However, Our Board considers that a director is independent when the director is not an officer or employee of the Company, does not have any relationship which would, or could reasonably appear to, materially interfere with the independent judgment of such director, and the director otherwise meets the independence requirements under the listing standards of FINRA and the rules and regulations of the SEC. Our Board has reviewed the materiality of any relationship that each of our directors has with the Company, either directly or indirectly. Based on this review, our Board has affirmatively determined that three of our six directors, including Rene Alvarez, Dr. Scott Ford and Wolfgang Groeters, qualify as “independent” directors.

Corporate Information

Global WholeHealth Partners Corporation was incorporated in Nevada on March 7, 2013. Our principal office is located at 2227 Avenida Oliva, San Clemente, California 92673.

Our website address is www.gwhpcorp.com. Information found on our website is not incorporated by reference into this report. We do not incorporate the information on or accessible through our website into this prospectus, and you should not consider any information on, or that can be accessed through, our website as part of this prospectus. Our current and future annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other filings with the SEC are available, free of charge, through our website as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the SEC. Our SEC filings can be accessed through the investors section of our website. The information contained on, or accessible through, our website is not intended to be part of this prospectus or any report we file with, or furnish to, the SEC and incorporated by reference herein. Our common stock trades on The OTC Markets, under the symbol “GWHP.”

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Cash equivalents include short-term, highly liquid investments

THE OFFERING

Common stock to be offered11,993,271 shares consisting of:
by the Selling Stockholder
1,415,094 Commitment Shares issued to EMC2 upon the execution of the Purchase Agreement;
2,000,000 shares underlying the Commitment Warrants issued to EMC2 upon the execution of the Purchase Agreement; and
8,578,177 shares we may sell to EMC2 under the Purchase Agreement from time to time after the date of this prospectus.
Common stock outstanding prior to this offering59,966,358 shares
Common stock to be outstanding after giving effect to the issuance of 11,993,271 shares under the Purchase Agreement registered hereunder71,959,629 shares
Use of ProceedsWe will receive no proceeds from the sale of shares of common stock by EMC2 in this offering.  We may receive up to $100,000,000 aggregate gross proceeds under the Purchase Agreement from any sales we make to EMC2 pursuant to the Purchase Agreement after the date of this prospectus. Any proceeds that we receive from sales to EMC2 under the Purchase Agreement will be used for working capital and general corporate purposes See “Use of Proceeds.”
Risk factorsThis investment involves a high degree of risk. See “Risk Factors” for a discussion of factors you should consider carefully before making an investment decision.
Symbol on The OTC Markets “GWHP”

The EMC2 Transaction

On July 22, 2020, we entered into a purchase agreement with maturitiesEMC2, which we refer to in this prospectus as the Purchase Agreement, pursuant to which EMC2 has agreed to purchase from us up to an aggregate of three months$100,000,000 of our common stock (subject to certain limitations) from time to time over the term of the Purchase Agreement. Also, on July 22, 2020, we entered into a registration rights agreement with EMC2, which we refer to in this prospectus as the Registration Rights Agreement, pursuant to which we are required to file with the SEC a registration statement that includes this prospectus to register for resale under the Securities Act of 1933, as amended, or lessthe Securities Act, the shares of common stock that have been or may be issued to EMC2 under the Purchase Agreement. Pursuant to the terms of the Purchase Agreement, at the time we signed the Purchase Agreement and the Registration Rights Agreement, we issued 1,415,094 shares of acquisition.our common stock and 2,000,000 warrants to EMC2 as consideration for its commitment to purchase shares of our common stock under the Purchase Agreement, which we refer to in this prospectus as the Commitment Shares and Commitment Warrants.

We do not have the right to commence any sales of our common stock to EMC2 under the Purchase Agreement until certain conditions set forth in the Purchase Agreement, all of which are outside of EMC2’s control, have been satisfied, including that the SEC has declared effective the registration statement that includes this prospectus. Thereafter, we may, from time to time and at our sole discretion, direct EMC2 to purchase shares of our common stock in amounts up to 100,000 shares on any single business day, subject to a maximum of $1,000,000 per purchase, plus other “VWAP Purchases” under certain circumstances. There are no trading volume requirements or restrictions under the Purchase Agreement, and we will control the timing and amount of any sales of our common stock to EMC2. The Company had $ 885purchase price of the shares that may be sold to EMC2 under the Purchase Agreement will be based on the market price of our common stock preceding the time of sale as computed under the Purchase Agreement. The purchase price per share will be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split, or other similar transaction occurring during the business days used to compute such price. We may at any time in cashour sole discretion terminate the Purchase Agreement without fee, penalty or cost upon one business day notice.  There are no restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement or Registration Rights Agreement, other than a prohibition on entering into a “Variable Rate Transaction,” as defined in the Purchase Agreement. EMC2 may not assign or transfer its rights and obligations under the Purchase Agreement.

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As of July 22, 2020, there were 59,966,358 shares of our common stock outstanding, of which 35,742,559 shares were held by non-affiliates, excluding the 1,415,094 commitment shares that we have already issued to EMC2 under the Purchase Agreement. Although the Purchase Agreement provides that we may sell up to $100,000,000 of our common stock to EMC2, only 11,993,271 shares of our common stock are being offered under this prospectus, which represents: (i) 1,415,094 shares that we already issued to EMC2 as a commitment fee for making the commitment under the Purchase Agreement; (ii) 2,000,000 shares underlying the Commitment Warrants; and (iii) an additional 8,578,177 shares which may be issued to EMC2 in the future under the Purchase Agreement, if and when we sell shares to EMC2 under the Purchase Agreement. Depending on the market price of our common stock at March 31, 201 4 .

INVESTMENTS IN OIL AND GAS PROPERTY
The Company is an exploration stage oilthe time we elect to issue and gas company and expectssell shares to EMC2 under the Purchase Agreement, we may need to register for resale under the Securities Act additional shares of our common stock in order to receive some revenue from its operations. In March 2013aggregate gross proceeds equal to the Company$100,000,000 total commitment available to us under the Purchase Agreement. If all of the 11,993,271 shares offered by EMC2 under this prospectus were issued and outstanding as of the date hereof, such shares valued at $165,000would represent 16.67% of the total number of shares of our common stock outstanding and 33.55% of the total number of outstanding shares held by non-affiliates, in each case as of the date hereof. If we elect to issue and sell more than the 11,993,271 shares offered under this prospectus to EMC2, which we have the right, but not the obligation, to do, we must first register for 3% working interestresale under the Securities Act any such additional shares, which could cause additional substantial dilution to our stockholders. The number of shares ultimately offered for resale by EMC2 is dependent upon the number of shares we sell to EMC2 under the Purchase Agreement.

Under applicable rules of The NASDAQ Capital Market, in one well ,no event may we issue or sell to EMC2 under the Bright 1H ,  located in Jack County Texas.

The Company follows the successful efforts methodshares of accounting for its oil and gas activities. Underour common stock outstanding immediately prior to the successful efforts method, lease acquisition costs and all development costs are capitalized. Exploratory drilling costs are capitalized untilexecution of the results are determined. If proved reserves are not discovered, the exploratory drilling costs are expensed. Other exploratory costs, such as seismic costs and other geological and geophysical expenses, are expensed as incurred. Depletion of capitalized oil and gas well costsPurchase Agreement (which is provided using the units of production method11,993,271 shares based on estimated proved developed oil and gas reserves59,966,358 shares outstanding immediately prior to the execution of the respective oilPurchase Agreement), which limitation we refer to as the Exchange Cap, unless (i) we obtain stockholder approval to issue shares of common stock in excess of the Exchange Cap or (ii) the average price of all applicable sales of our common stock to EMC2 under the Purchase Agreement equals or exceeds $1.59 (which represents the closing consolidated bid price of our common stock on July 22, 2020, plus an incremental amount to account for our issuance of the Commitment Shares to EMC2), such that the transactions contemplated by the Purchase Agreement are exempt from the Exchange Cap limitation under applicable NASDAQ rules. In any event, the Purchase Agreement specifically provides that we may not issue or sell any shares of our common stock under the Purchase Agreement if such issuance or sale would breach any applicable rules or regulations of The NASDAQ Capital Market.

The Purchase Agreement also prohibits us from directing EMC2 to purchase any shares of common stock if those shares, when aggregated with all other shares of our common stock then beneficially owned by EMC2 and gas properties.

To date, exploration costsits affiliates, would result in EMC2 and its affiliates having beneficial ownership, at any single point in time, of more than 4.99% of the then total outstanding shares of our common stock, as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and Rule 13d-3 thereunder, which limitation we refer to as the Beneficial Ownership Cap.

Issuances of our common stock in this offering will not affect the rights or privileges of our existing stockholders, except that the economic and voting interests of each of our existing stockholders will be diluted as a result of any such issuance. Although the number of shares of common stock that our existing stockholders own will not decrease, the shares owned by our existing stockholders will represent a smaller percentage of our total outstanding shares after any such issuance to EMC2.

RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below together with all of the other information contained in this prospectus, including our financial statements and the related notes in our Quarterly and Annual Reports along with our other SEC filings, before deciding to invest in our common stock. If any of the following risks actually occur, our business, prospects, operating results and financial condition could suffer materially, the trading price of our common stock could decline, and you could lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business.

Risks Related to Our Business and Industry

We have been expenseda history of operating losses and expect to incur additional losses in the future.

We have sustained losses in recent years, which as incurred.of June 30, 2020, accumulated to $4,748,609, including an operating net loss of $4,285,527 and $30,867 for the year ended June 30, 2020 and 2019, respectively. We are likely to continue to incur net losses as we pursue our strategy, which is currently focused on developing our sales channels and distribution partnerships. Our losses have had, and will continue to have, an adverse effect on our shareholders’ equity and working capital. Any failure to achieve and maintain profitability would continue to have an adverse effect on our shareholders’ equity and working capital and could result in a decline in our share price or cause us to cease operations. To date, the Company has not establishedmade any proven or probable reserves on its property.

REVENUE RECOGNITION
The Company is still in the exploration stage andsales. Also, our auditor has realized only limited revenues. The Company recognizes revenue when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is reasonably assured.
INCOME TAXES
The Company accounts for its income taxes in accordance with FASB Accounting Standards Codification ("ASC") No.740, "Income Taxes". Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributableexpressed substantial doubt as to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expectedcompany’s ability to apply to the taxable income in the years in which those differences are expected to be recovered or settled. Deferred tax assets are reduced bycontinue as a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.
FINANCIAL INSTRUMENTS
Fair value measurements are determined based on the assumptions that market participants would use in pricing an asset or liability. ASC 820-10 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. FASB ASC 820 establishes a fair value hierarchy that prioritizes the use of inputs used in valuation methodologies into the following three levels:
going concern.

 
· Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and must be used to measure fair value whenever available.
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· Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
 
· Level 3: Significant unobservable inputs that reflect a reporting entity's own assumptions about the assumptions that market participants would use in pricing an asset or liability. For example, level 3 inputs would relate to forecasts of future earnings and cash flows used in a discounted future cash flows method.
The recorded

We will need significant additional capital, which we may be unable to obtain.

Our capital requirements have been and will continue to be significant. We will require additional funds to develop sales channels and market our products. There can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all. In either of financial instruments, including cash equivalents and accounts payable approximate their market values as of March 31, 201 4 .

NET LOSS PER SHARE
Basic loss per share includes no dilution and is computed by dividing loss availablethe aforementioned situations, we may not be able to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securitiesfully implement our growth plans.

Additional financings that could sharewe may require in the lossesfuture will dilute the percentage ownership interests of the Company. Becauseour stockholders and may adversely affect our earnings and net book value per share. In addition, we may not be able to secure any such additional financing on terms acceptable to us, if at all. Moreover, if we are unable to obtain such additional capital as discussed above, we will be required to stop our operations, and will resume our activities, only after capital is raised.

To facilitate ongoing operations and product development, on July 22, 2020, the Company does not have any potentially dilutive securities, the accompanying presentation is onlyentered into a purchase agreement with EMC2 (the “EMC2 Purchase Agreement”), pursuant to which EMC2 has agreed to purchase up to an aggregate of basic loss per share.

SHARE BASED EXPENSES
The Company records stock based compensation in accordance with the guidance in ASC Topic 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.
Expected Purchase or Sale of Significant Equipment
We do not anticipate the purchase or sale of any significant equipment; as such items are not required by us at this time or in the next twelve months.
Additional Disclosure of Outstanding Share Data
As of May 30,  2014, we had 23,400,000 shares$100,000,000 of common stock issued and outstanding.
LEGAL PROCEEDINGS
From timeof the Company (subject to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arisecertain limitations) from time to time that may harm our business. We know of no material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which our director, officer, or affiliate, or any registered beneficial shareholder are an adverse party or has a material interest adverse to us.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
Our common stock is not traded on any exchange. We intend to apply to have our common stock quoted onover the OTC Bulletin Board once this Prospectus has been declared effective by the SEC; however, there is no guarantee that we will obtain a listing.
There is currently no trading market for our common stock and there is no assurance that a regular trading market will ever develop. OTC Bulletin Board securities are not listed and traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers. OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.
To have our common stock listed on anyterm of the public trading markets, includingEMC2 Purchase Agreement.

Per the OTC Bulletin Board, we will require a market maker to sponsor our securities. We have not yet engaged any market maker to sponsor our securities, and there is no guarantee that our securities will meet the requirements for quotation or that our securities will be accepted for listing on the OTC Bulletin Board. This could prevent us from developing a trading market for our common stock.

HOLDERS
Asterms of the dateEMC2 Purchase Agreement, we may direct EMC2 to purchase up to $100,000,000 worth of this Prospectus there are eleven (11) holders of record of our common stock.
DIVIDENDS
To date, we have not paid dividends on shares of our common stock under our agreement over a 36-month period generally in amounts up to 100,000 shares of our common stock, which may be increased to up to 2,000,000 shares of our common stock depending on the market price of our common stock at the time of sale and subject to a maximum commitment by EMC2 of $500,000 per regular purchase. The purchase price for Regular Purchases shall be equal to the lesser of (i) 95% of the lowest Sale Price of the Common Stock on the Purchase Date or (ii) the arithmetic average of the three (3) lowest Closing Sale Prices for the Common Stock during the ten (10) consecutive Business Days ending on the Business Day immediately preceding such Purchase Date.

The extent to which we rely on EMC2 as a source of funding will depend on a number of factors including, the prevailing market price of our common stock and the extent to which we are able to secure working capital from other sources. If obtaining sufficient funding from EMC2 were to prove unavailable or prohibitively dilutive, we will need to secure another source of funding in order to satisfy our working capital needs. Even if we sell all $100,000,000 under the Purchase Agreement to EMC2, we may still need additional capital to fully implement our business, operating and development plans. Should the financing we require to sustain our working capital needs be unavailable or prohibitively expensive when we require it, the consequences could be a material adverse effect on our business, operating results, financial condition and prospects.

Because of the potential conflict of interest of Mr. Charles Strongo and Dr. Shujie Cui as being principles and officers of WholeHealth Products, Inc, the potential conflict must not interfere with the sales of Global WholeHealth Partners Corp.

As officers of WholeHealth Products, Inc., a potential conflict could arise if WholeHealth Products, Inc. pursued the in vitro diagnostic business. WholeHealth Products, Inc. was founded in 2013 and has had no sales to date. WholeHealth Products Inc. is currently contemplating entering the business of providing medical supplies such as gloves, masks, gowns and disposables and does not intend to enter the in vitro diagnostics business. However, should WholeHealth Products Inc. pursue business in the in vitro diagnostic business, a conflict would arise that would require the resignation of either Mr. Strongo or Dr. Cui from their position as an officer of the Company.

Because of our limited operating history, we may not be able to successfully operate our business or execute our business plan.

In 2019, under our new leadership team, we went through a strategy change, which shifted our focus from the energy business to selling our diagnostic products. Given our limited operating history, it is hard to evaluate our proposed business and prospects. Our proposed business operations will be subject to numerous risks, uncertainties, expenses and difficulties associated with early-stage enterprises. Such risks include, but are not limited to, the following:

·the absence of a lengthy operating history;
·insufficient capital to fully realize our operating plan;
·expected continual losses for the foreseeable future;
·operating in multiple currencies;
·our ability to anticipate and adapt to a developing market(s);
·acceptance of our products;
·limited marketing experience;
·a competitive environment characterized by well-established and well-capitalized competitors;
·the ability to identify, attract and retain qualified personnel; and
·operating in an environment that is highly regulated by a number of agencies.

Because we are subject to these risks, evaluating our business may be difficult, our business strategy may be unsuccessful and we may be unable to address such risks in a cost-effective manner, if at all. If we are unable to successfully address these risks our business could be harmed.

The commercial success of our products as well as any future products depends upon the degree of market acceptance by the in-vitro diagnostics industry.

In order to achieve high volume sales, and attain a leading market share, our products must not only be approved by regulators, but also endorsed by the in vitro diagnostics industry. Our success depends on our tests ability to accurately identify disease in a cost-effective manner. We are aware of this key factor and are focusing on rapid diagnostic tests that can save lives and save money. However, there remain no assurances that we will succeed, nor is it clear how long it will take until we receive market recognition.

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Any product that we bring to the market may or may not gain market acceptance by prospective customers. The commercial success of our products and any future product depends in part on the in-vitro diagnostic industry and our solutions as a useful and cost-effective option compared to current and competing solutions. If our products or any future product do not achieve an adequate level of acceptance, we may not generate significant product revenue and may not become profitable. The degree of market acceptance of our products will depend on a number of factors, including:

·The cost, safety, efficacy, and convenience of our products;
·the acceptance of our products as a superior solution in the in-vitro diagnostic industry;
·the ability of third parties to enter into relationships with us without violating their existing agreements;
·the effectiveness of our sales and marketing efforts;
·the strength of marketing and distribution support for, and timing of market introduction of, competing products; and
·publicity concerning our products or competing products.

Our efforts to penetrate the in-vitro diagnostic industry and educate the marketplace on the benefits of our products may require significant resources and may never be successful.

We may face significant competition from other companies looking to expand their line of products

We expect to face significant competition in every aspect of our business, and particularly from other companies that carry the same types of products.

We believe that many of our competitors spend significantly more on research and development-related activities than we do. Our competitors may discover new diagnostic tools or develop existing technologies to compete with our diagnostic technology. Our commercial opportunities will be reduced or eliminated if these competing products are more effective, are more convenient or are less expensive than our product candidates.

We may be unable to respond effectively to technological changes in our industry, which could reduce the demand for our products.

Our future business success will depend upon our ability to maintain and enhance our product portfolio with respect to advances in technological improvements for certain diagnostic products and market products that meet customer needs and market conditions in a cost-effective and timely manner. Maintaining and enhancing our product portfolio may require significant investments in licensing fees and royalties. We may not be successful in gaining access to new products that successfully compete or are able to anticipate customer needs and preferences, and our customers may not accept one or more of our products. If we fail to keep pace with evolving technological innovations or fail to modify our products and services in response to customers’ needs or preferences, then our business, financial condition and results of operations could be adversely affected.

We currently rely on a limited number of suppliers to produce certain key components of our products.

We have partnered with four suppliers and contract manufactures, which make 80% of the tests that we sell. Each manufacturer covers approximately 20% of the products we market. The remaining 20% is manufactured by Dr. Shujie Cui at his facility in San Diego. Dr. Shujie Cui is our Chief Science Officer. In the event that one or all of our manufacturers is unable to provide us with product, we would have to manufacture those products at the San Diego facility with Dr. Shujie Cui. This would cause a 3-4-month delay in shipping, increase our costs by approximately 20% and have a material adverse effect on the profitability of the Company.

Additionally, if any of our suppliers failed to comply with Current Good Manufacturing Practices, the Company would have to find new suppliers and the price difference may be too much for the Company to remain competitive thereby having a potentially adverse impact on the Company’s operations and profitability.

We face risks related to health pandemics and other widespread outbreaks of contagious disease, including the novel coronavirus, COVID-19, which could significantly disrupt our operations and impact our financial results.

Our business could be disrupted and materially adversely affected by the recent outbreak of COVID-19. In December 2019, an outbreak of respiratory illness caused by a strain of novel coronavirus, COVID-19, began in China. As of March 2020, that outbreak has led to numerous confirmed cases worldwide, including in the United States. The outbreak and government measures taken in response have also had a significant impact, both direct and indirect, on businesses and commerce. Global health concerns, such as coronavirus, could also result in social, economic, and labor instability in the countries in which we or the third parties with whom we engage operate. The future progression of the outbreak and its effects on our business and operations are uncertain. We cannot presently predict the scope and severity of any potential business shutdowns or disruptions. There can be no assurance that we will be able to avoid any impact from the spread of COVID-19 or its consequences, including downturns in global economies and financial markets that could affect our future operating results.

If we are unable to establish sales, marketing and distribution capabilities or enter into successful relationships with third parties to perform these services, we may not be successful in commercializing our products.

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We have a limited sales and marketing infrastructure and have limited experience in the sale, marketing or distribution of products. To achieve commercial success for any product for which we have obtained marketing approval, we will need to establish a sales and marketing infrastructure or to out-license our products.

In the future, we may consider building a focused sales and marketing infrastructure to market our products in the United States or elsewhere in the world. There are risks involved with establishing our own sales, marketing and distribution capabilities. For example, recruiting and training a sales force could be expensive and time consuming and could delay any product launch. This may be costly, and our investment would be lost if we cannot retain or reposition our sales and marketing personnel.

Factors that may inhibit our efforts to commercialize our products on our own include:

·our inability to recruit, train and retain adequate numbers of effective sales and marketing personnel;
·the inability of sales personnel to obtain access to potential customers;
·the lack of complementary products to be offered by sales personnel, which may put us at a competitive disadvantage relative to companies with more extensive product lines; and
·unforeseen costs and expenses associated with creating an independent sales and marketing organization.

If we are unable to establish our own sales, marketing and distribution capabilities or enter into successful arrangements with third parties to perform these services, our revenues and our profitability may be materially adversely affected.

In addition, we may not be successful in entering into arrangements with third parties to sell, market and distribute our products inside or outside of the United States or may be unable to do so on terms that are favorable to us. We likely will have little control over such third parties, and any of them may fail to devote the necessary resources and attention to sell and market our products effectively. If we do not establish sales, marketing and distribution capabilities successfully, either on our own or in collaboration with third parties, we will not be successful in commercializing our product candidates.

Our success is dependent upon our ability to achieve regulatory approvals in the U.S. and abroad.

We are subject to extensive national, state and local government regulation. A critical key to our success and ability to expand our business is our ability to obtain regulatory approvals in United States and in other countries for the use of our products. We do not anticipate any significant problems in obtaining future required licenses, permits or approvals that are necessary to expand our business, however such registration filing might take longer period than expected, and it might delay obtaining such regulatory approvals, or might cause delay in starting operations on a large scale in these countries and other jurisdictions. Even though we carry several products that are FDA approved for sale, we are continuing to work on getting more products through the FDA process of 510K.

There are inherent dangers in production with specific reagents that can be considered dangerous, only if ingested.

Some of our products use reagents that are considered dangerous if ingested.

Conditions in the global economy may adversely affect our business, financial condition and results of operations.

Although demand for in-vitro diagnostics is considered inelastic in developed economies, the in-vitro diagnostic industry that we sell to may be affected by material changes in supply, market prices, exchange rates and general economic conditions. Delays or reductions in our customers’ purchasing or shifts to lower-cost alternatives that result from tighter economic market conditions would reduce demand for our products and services and could, consequently, have a material adverse effect on our business, financial condition and results of operations.

Our relationship with our employees could deteriorate, and certain key employees could leave, which could adversely affect our business and results of operations.

Our business involves complex operations and demands a management team to determine and implement our strategy and workforce that is knowledgeable and expert in many areas necessary for our operations. As a company focused on sales and research and development in the highly-specialized in-vitro diagnostics industry, we rely on our ability to attract and retain skilled employees, consultants and contractors, including our specialized research and development. As of June 30, 2020, we have 4 full-time employees, 3 part-time employees and 9 independent contractors. The departure of a significant number of our highly skilled employees, consultants or contractors or one or more employees who hold key regional management positions could have an adverse impact on our operations, including customers choosing to follow a regional manager to one of our competitors.

In addition, to execute our growth plan we must attract and retain highly qualified personnel. Competition for these employees exists; new members of management must have significant industry expertise when they join us or engage in significant training which, in many cases, requires significant time before they achieve full productivity. If we fail to attract, train, retain, and motivate our key personnel, our business and growth prospects could be severely harmed.

Furthermore, we are dependent upon the managers to oversee our operations. Thus, there can be no assurance that the managers’ experience will be sufficient to successfully achieve our business objectives. All decisions regarding the management of our affairs will be made exclusively by our officers and directors. In the event these persons are ineffective, our business and results of operations would likely be adversely affected.

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Our operating results may fluctuate, which makes our results difficult to predict and could cause our results to fall short of expectations.

Our operating results may fluctuate as a result of a number of factors, many outside of our control. As a result, comparing our operating results on a period-to-period basis may not be meaningful, and you should not rely on our past results as an indication of our future performance. Our quarterly, year-to-date and annual expenses as a percentage of our revenues may differ significantly from our historical or projected rates. Our operating results in future quarters may fall below expectations. Any of these events could cause our stock price to fall. Each of the risk factors listed in the section “Risk Factors,” and the following factors may affect our operating results:

·our ability to penetrate the in-vitro diagnostics industry with our products;
·our ability to generate revenue from our products;
·the amount and timing of operating costs and capital expenditures related to the maintenance and expansion of our businesses and operations;
·our focus on long-term goals over short-term results; and
·global economic situation.

Failure to comply with anti-bribery, anti-corruption and anti-money laundering laws could subject us to penalties and other adverse consequences.

We are subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended, or the FCPA, and other anticorruption, anti-bribery and anti-money laundering laws in the jurisdictions in which we do business, both domestic and abroad. These laws generally prohibit us and our employees from improperly influencing government officials or commercial parties in order to obtain or retain business, direct business to any person or gain any advantage. The FCPA and other applicable anti-bribery and anti-corruption laws also may hold us liable for acts of corruption and bribery committed by our third-party business partners, representatives and agents. In addition to our own sales force, we leverage third parties to sell our products and conduct our business abroad. We and our third-party business partners, representatives and agents may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities and we may be held liable for the corrupt or other illegal activities of these third-party business partners and intermediaries, our employees, representatives, contractors, channel partners and agents, even if we do not explicitly authorize such activities. These laws also require that we keep accurate books and records and maintain internal controls and compliance procedures designed to prevent any such actions. While we have policies and procedures to address compliance with such laws, we cannot assure you that our employees and agents will not take actions in violation of our policies or applicable law, for which we may be ultimately held responsible and our exposure for violating these laws increases as our international presence expands and as we increase sales and operations in foreign jurisdictions. Any violation of the FCPA or other applicable anti-bribery, anti-corruption laws and anti-money laundering laws could result in whistleblower complaints, adverse media coverage, investigations, imposition of significant legal fees, loss of export privileges, severe criminal or civil sanctions or suspension or debarment from U.S. government contracts, substantial diversion of management’s attention, a decline in the market price of our common stock or overall adverse consequences to our reputation and business, all of which may have an adverse effect on our results of operations and financial condition.

Disruptions to our information technology systems due to cyber-attacks or our failure to upgrade and adjust our information technology systems, may materially impair our operations, hinder our growth and materially and adversely affect our business and results of operations.

We believe that an appropriate information technology, or IT, infrastructure is important in order to support our daily operations and the growth of our business. If we experience difficulties in implementing new or upgraded information systems or experience significant system failures, or if we are unable to successfully modify our management information systems or respond to changes in our business needs, we may not be able to effectively manage our business, and we may fail to meet our reporting obligations. Additionally, if our current back-up storage arrangements and our disaster recovery plan are not operated as planned, we may not be able to effectively recover our information system in the event of a crisis, which may materially and adversely affect our business and results of operations.

In the current environment, there are numerous and evolving risks to cybersecurity and privacy, including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, employee malfeasance and human or technological error. High-profile security breaches at other companies and in government agencies have increased in recent years, and security industry experts and government officials have warned about the risks of hackers and cyber-attacks targeting businesses such as ours. Computer hackers and others routinely attempt to breach the security of technology products, services and systems, and to fraudulently induce employees, customers, or others to disclose information or unwittingly provide access to systems or data. We can provide no assurance that our current IT system or any updates or upgrades thereto and the current or future IT systems of our potential distributors use or may use in the future, are fully protected against third-party intrusions, viruses, hacker attacks, information or data theft or other similar threats. Legislative or regulatory action in these areas is also evolving, and we may be unable to adapt our IT systems or to manage the IT systems of third parties to accommodate these changes. We have experienced and expect to declarecontinue to experience actual or pay dividendsattempted cyber-attacks of our IT networks. Although none of these actual or attempted cyber-attacks has had a material adverse impact on our operations or financial condition, we cannot guarantee that any such incidents will not have such an impact in the future.

Risks Related to our common stock and Corporate Governance

The market price of our securities may be highly volatile.

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The market price of our common stock is likely to be volatile. Our common stock price could be subject to wide fluctuations in response to a variety of factors, including the following:

·reports of adverse events with respect to the commercialization and distribution of our products;
·inability to obtain additional funding;
·failure to successfully sell our products;
·changes in laws or regulations applicable to future products;
·inability to obtain adequate product supply for our products or the inability to do so at acceptable prices;
·introduction of new products or technologies by our competitors;
·failure to meet or exceed financial projections we may provide to the public;
·failure to meet or exceed the financial expectations of the investment community;
·announcements of significant acquisitions, strategic partnerships, joint ventures or capital commitments by our competitors;
·additions or departures of key management personnel;
·significant lawsuits;
·changes in the market valuations of similar companies;
·sales of our securities by us or our shareholders in the future; and
·trading volumes of our securities.

In addition, companies trading in the stock market have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. Broad market and industry factors may negatively affect the market price of our common stock, regardless of our actual operating performance.

Sales of a substantial number of shares of our common stock in the foreseeablepublic market by our existing stockholders could cause our share price to fall.

Sales of a substantial number of shares of our common stock in the public market, or the perception that these sales might occur, could depress the market price of our common stock and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that sales may have on the prevailing market price of our common stock.

Our principal stockholders, officers and directors beneficially own approximately 40.39% of our outstanding shares of common stock. They will therefore be able to exert significant control over matters submitted to our stockholders for approval.

As of September 30, 2020, our principal stockholders, officers and directors beneficially own approximately 40.39% of our outstanding common stock. This significant concentration of share ownership may adversely affect the trading price for our common stock because investors often perceive disadvantages in owning shares in companies with controlling stockholders. As a result, these stockholders, if they acted together, could significantly influence or even unilaterally approve matters requiring approval by our stockholders, including the election of directors and the approval of mergers or other business combination transactions. The interests of these stockholders may not always coincide with our interests or the interests of other stockholders.

We face risks related to compliance with corporate governance laws and financial reporting standards.

The Sarbanes-Oxley Act of 2002, as well as related new rules and regulations implemented by the Securities and Exchange Commission and the Public Company Accounting Oversight Board, require changes in the corporate governance practices and financial reporting standards for public companies. These new laws, rules and regulations, including compliance with Section 404 of the Sarbanes-Oxley Act of 2002 relating to internal control over financial reporting, have materially increased the legal and financial compliance costs of small companies and have made some activities more time-consuming and more burdensome.

Increased costs associated with corporate governance compliance may significantly impact our results of operations.

As a public company, we incur significant legal, accounting, and other expenses due to our compliance with regulations and disclosure obligations applicable to us, including compliance with the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, as well as rules implemented by the SEC, and NASDAQ. The SEC and other regulators have continued to adopt new rules and regulations and make additional changes to existing regulations that require our compliance. In July 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, was enacted. There are significant corporate governance and executive compensation related provisions in the Dodd-Frank Act that have required the SEC to adopt additional rules and regulations in these areas. Stockholder activism, the current political environment, and the current high level of government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations, which may lead to additional compliance costs and impact, in ways we cannot currently anticipate, the manner in which we operate our business. Our management and other personnel devote a substantial amount of time to these compliance programs and monitoring of public company reporting obligations, and as a result of the new corporate governance and executive compensation related rules, regulations, and guidelines prompted by the Dodd-Frank Act, and further regulations and disclosure obligations expected in the future, we will likely need to devote additional time and costs to comply with such compliance programs and rules. These rules and regulations will cause us to incur significant legal and financial compliance costs and will make some activities more time-consuming and costly.

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The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file with the SEC is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers. Our current controls and any new controls that we develop may become inadequate, and weaknesses in our internal control over financial reporting may be discovered in the future. The paymentAny failure to develop or maintain effective controls could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting, which we may be required to include in our periodic reports that we file with the SEC under Section 404 of the Sarbanes-Oxley Act, and could harm our operating results, cause us to fail to meet our reporting obligations, or result in a restatement of our prior period financial statements. If we are not able to demonstrate compliance with the Sarbanes-Oxley Act, that our internal control over financial reporting is perceived as inadequate, or that we are unable to produce timely or accurate financial statements, investors may lose confidence in our operating results, and the price of our common stock could decline.

We are required to comply with certain of the SEC rules that implement Section 404 of the Sarbanes-Oxley Act, which requires management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reporting. This assessment needs to include the disclosure of any dividendsmaterial weaknesses in our internal control over financial reporting identified by our management or our independent registered public accounting firm. During the evaluation and testing process, if we identify one or more material weaknesses in our internal control over financial reporting or if we are unable to complete our evaluation, testing, and any required remediation in a timely fashion, we will be unable to assert that our internal control over financial reporting is effective.

These developments could make it more difficult for us to retain qualified members of our Board of Directors, or qualified executive officers. We are presently evaluating and monitoring regulatory developments and cannot estimate the timing or magnitude of additional costs we may incur as a result. To the extent these costs are significant, our general and administrative expenses are likely to increase.

We may not have effective internal controls.

In connection with Section 404 of the Sarbanes-Oxley Act of 2002, we need to assess the adequacy of our internal control, remedy any weaknesses that may be identified, validate that controls are functioning as documented and implement a continuous reporting and improvement process for internal controls. We may discover deficiencies that require us to improve our procedures, processes and systems in order to ensure that our internal controls are adequate and effective and that we are in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act. If the deficiencies are not adequately addressed, or if we are unable to complete all of our testing and any remediation in time for compliance with the requirements of Section 404 of the Sarbanes-Oxley Act and the SEC rules under it, we would be unable to conclude that our internal controls over financial reporting are designed and operating effectively, which could adversely affect investor confidence in our internal controls over financial reporting.

We may be subject to securities litigation, which is expensive and could divert management attention.

In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could seriously hurt our business. Any adverse determination in litigation could also subject us to significant liabilities.

If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they adversely change their recommendations or publish negative reports regarding our business or our common stock, our stock price and trading volume could decline.

The trading market for our common stock will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market or our competitors. We do not have any control over these analysts, and we cannot provide any assurance that analysts will cover us or provide favorable coverage. If any of the analysts who may cover us adversely change their recommendation regarding our shares, or provide more favorable relative recommendations about our competitors, our stock price would likely decline. If any analyst who may cover us were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

The sale or issuance of our common stock to EMC2 may cause significant dilution and the sale of the shares of common stock acquired by EMC2, or the perception that such sales may occur, could cause the price of our common stock to fall.

On July 22, 2020, we entered into the EMC2 Purchase Agreement pursuant to which EMC2 has agreed to purchase up to an aggregate of $100,000,000 of our common stock (subject to certain limitations) from time to time over the term of the EMC2 Purchase Agreement. Per the terms of the EMC2 Purchase Agreement, we may direct EMC2 to purchase up to $100,000,000 worth of shares of our common stock under our agreement over a 36-month period.

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The extent we rely on EMC2 as a source of funding will depend on a number of factors including, the prevailing market price of our common stock and the extent to which we are able to secure working capital from other sources. The purchase price for the shares that we may sell to EMC2 under the Purchase Agreement will fluctuate based on the market price of our common stock. Depending on market liquidity at the time, sales of such shares may cause the trading price of our common stock to fall. We generally have the right to control the timing and amount of any future sales of our shares to EMC2. Additional sales of our common stock, if any, to EMC2 will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to EMC2 all, some or none of the additional shares of our common stock that may be available for us to sell pursuant to the Purchase Agreement. If and when we do sell shares to EMC2, after EMC2 has acquired the shares, EMC2 may resell all, some or none of those shares at any time or from time to time in its discretion. Therefore, sales to EMC2 by us could result in substantial dilution to the interests of other holders of our common stock. Additionally, the sale of a substantial number of shares of our common stock to EMC2, or the anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales.

Our common stock is an illiquid investment as there is presently limited market for our common stock, and transferability of our common stock is subject to significant restriction.

There is presently a limited market for our common stock, and we cannot be certain that a public market will become available, or that there will be sufficient liquidity to allow for sale or transferability of our common stock within the near future. Therefore, the purchase of our common stock must be considered a long-term investment acceptable only for prospective investors who are willing and can afford to accept and bear the substantial risk of the investment for an indefinite period of time. There is a limited public market for the resale of our common stock. A prospective investor, therefore, may not be able to liquidate its investment, even in the event of an emergency, and common stock may not be acceptable as collateral for a loan.

Because We May Be Subject to the “Penny Stock” Rules, You May Have Difficulty in Selling Our common stock.

If market activity develops for our common stock and our stock price is less than $5.00 per share, our stock may be subject to the SEC’s penny stock rules. These rules impose additional sales practice requirements and restrictions on broker-dealers that sell our stock to persons other than established customers and institutional accredited investors. The application of these rules may affect the ability of broker-dealers to sell our common stock and may affect your ability to sell any common stock you may own. According to the SEC, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include:

·Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;
·Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;
·“Boiler room” practices involving high pressure sales tactics and unrealistic price projections by inexperienced salespersons;
·Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and
·The wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

If we are subject to penny stock rules, you may have difficulty selling your shares of common stock. For more information about penny stocks, please visit http://www.sec.gov/answers/penny.htm.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, including the sections entitled “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” contains forward-looking statements that are based on our management’s belief and assumptions and on information currently available to our management. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statements relate to our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management and expected market growth, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements in this prospectus include, but are not limited to, statements about:

·our use of the net proceeds from this offering;
·the progress, timing and amount of expenses associated with our development and commercialization activities;
·our plans and ability to develop and commercialize new products and services, and make improvements to our existing products and services;
·our ability to protect our intellectual property and operate our business without infringing upon the intellectual property rights of others;
·our ability or the amount of time it will take to achieve successful reimbursement of our existing and future products and services from third-party payors, such as commercial insurance companies and health maintenance organizations, and government insurance programs, such as Medicare and Medicaid;
·the accuracy of our estimates of the size and characteristics of the markets that may be addressed by our products;
·the success of our study to demonstrate the impact of academic pathology expertise on diagnostic accuracy, and any other studies or trials we may conduct;
·our intention to seek, and our ability to establish, strategic collaborations or partnerships for the development or sale of our products and the effectiveness of such collaborations or partnerships;
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·our expectations as to future financial performance, expense levels and liquidity sources;
·our anticipated cash needs and our estimates regarding our capital requirements and our needs for additional financing, as well as our ability to obtain such additional financing on reasonable terms;
·our ability to compete with other companies that are or may be developing or selling products that are competitive with our products;
·our ability to build a sales force to market our products and services, and anticipated increases in our sales and marketing costs due to an expansion in our sales force and marketing activities;
·federal and state regulatory requirements, including potential United States Food and Drug Administration regulation of our products or future products;
·anticipated trends and challenges in our potential markets;
·our ability to attract and retain key personnel; and
·other factors discussed elsewhere in this prospectus.

In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under “Risk Factors” and elsewhere in this prospectus. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance. You should read this prospectus and the documents that we reference in this prospectus and have filed with the SEC as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from any future results expressed or implied by these forward-looking statements.

The forward-looking statements in this prospectus represent our views as of the date of this prospectus. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this prospectus.

USE OF PROCEEDS

This prospectus relates to shares of our common stock that may be offered and sold from time to time by EMC2. We will receive no proceeds from the sale of shares of common stock by EMC2 in this offering. We may receive up to $100,000,000 aggregate gross proceeds under the Purchase Agreement from any sales we make to EMC2 pursuant to the Purchase Agreement after the date of this prospectus. We estimate that the net proceeds to us from the sale of our common stock to EMC2 pursuant to the Purchase Agreement will be up to $99,500,000 over an approximately 36-month period, assuming that we sell the full amount of our common stock that we have the right, but not the obligation, to sell to EMC2 under that agreement and other estimated fees and expenses. See “Plan of Distribution” on page 34 in this prospectus for more information.

We expect to use any proceeds that we receive under the Purchase Agreement for working capital and general corporate purposes.

SELLING STOCKHOLDER

This prospectus relates to the possible resale by the selling stockholder, EMC2, of shares of common stock that have been or may be issued to EMC2 pursuant to the Purchase Agreement. We are filing the registration statement of which this prospectus forms a part pursuant to the provisions of the Registration Rights Agreement, which we entered into with EMC2 on July 22, 2020 concurrently with our execution of the Purchase Agreement, in which we agreed to provide certain registration rights with respect to sales by EMC2 of the shares of our common stock that have been or may be issued to EMC2 under the Purchase Agreement.

EMC2, as the selling stockholder, may, from time to time, offer and sell pursuant to this prospectus any or all of the shares that we have issued or may sell to EMC2 under the Purchase Agreement. The selling stockholder may sell some, all or none of its shares. We do not know how long the selling stockholder will hold the shares before selling them, and we currently have no agreements, arrangements or understandings with the selling stockholder regarding the sale of any of the shares.

The following table presents information regarding the selling stockholder and the shares that it may offer and sell from time to time under this prospectus. The table is prepared based on information supplied to us by the selling stockholder and reflects its holdings as of December 10, 2020. Neither EMC2 nor any of its affiliates has held a position or office, or had any other material relationship, with us or any of our predecessors or affiliates. Beneficial ownership is determined in accordance with Section 13(d) of the Exchange Act and Rule 13d-3 thereunder.

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Selling StockholderShares Beneficially Owned Before this OfferingPercentage of Outstanding Shares Beneficially Owned Before this OfferingShares to be Sold in this Offering Assuming The Company issues the Maximum Number of Shares Under the Purchase AgreementPercentage of Outstanding Shares Beneficially Owned After this Offering
EMC2 Capital, LLC (1)3,415,094 (2)2.36  (3)11,993,271  (4)·

(1)John McFarland and Barrett Evans, the Managing Members of EMC2 Capital, LLC, are deemed to be beneficial owners of all of the shares of common stock owned by EMC2 Capital Fund, LLC. Messrs. McFarland and Evans have shared voting and investment power over the shares being offered under the prospectus filed with the SEC in connection with the transactions contemplated under the Purchase Agreement. EMC2 Capital, LLC is not a licensed broker dealer or an affiliate of a licensed broker dealer.

(2)Represents (i) 1,415,094 Commitment Shares of our common stock issued to EMC2 upon our execution of the Purchase Agreement as a fee for its commitment to purchase shares of our common stock under the Purchase Agreement, all of which shares are covered by the registration statement that includes this prospectus; and (ii) an aggregate of 2,000,000 shares of our common stock, representing shares that may be issued to EMC2 as of the date of this prospectus upon exercise of warrants to purchase our common stock, at certain fixed prices (that may be subject to adjustment as provided in such warrants), which warrants were acquired by EMC2 in connection with the Purchase Agreement. EMC2 may not exercise these warrants if such shares, when aggregated with all other shares of our common stock then beneficially owned by EMC2 and its affiliates, would result in EMC2 and its affiliates having beneficial ownership of more than 4.99% of the then total outstanding shares of our common stock, as calculated in accordance with the terms of such warrants. In accordance with rule 13d-3(d) under the Exchange Act, we have excluded from the number of shares beneficially owned prior to the offering all of the shares of common stock that EMC2 may be required to purchase pursuant to the Purchase Agreement because the issuance of such shares is solely at our discretion and is subject to certain conditions, the satisfaction of all of which are outside of EMC2’s control, including the registration statement of which this prospectus is a part becoming and remaining effective. Furthermore, under the terms of the Purchase Agreement, issuances and sales of shares of our common stock to EMC2 are subject to certain limitations on the amounts we may sell to EMC2 at any time, including the Exchange Cap and the Beneficial Ownership Cap. See the description under the heading “The EMC2 Transaction” for more information about the Purchase Agreement.

(3)Based on 59,966,358 outstanding shares of our common stock as of July 22, 2020, which excludes the 1,415,094 Commitment Shares we have already issued to EMC2 pursuant to the Purchase Agreement.

(4)Although the Purchase Agreement provides that we may sell up to $100,000,000 of our common stock to EMC2, only 11,993,271 shares of our common stock are being offered under this prospectus, which represents: (i) 1,415,094 Commitment Shares issued to EMC2 upon our execution of the Purchase Agreement as a fee for its commitment to purchase shares of our common stock under the Purchase Agreement; (ii) 2,000,000 Commitment Warrants issued to EMC2 upon our execution of the Purchase Agreement; and (iii)  an aggregate of 8,578,177 shares of our common stock that may be sold by us to EMC2 at our discretion from time to time over a 36-month period commencing after the satisfaction of certain conditions set forth in the Purchase Agreement, including that the SEC has declared effective the registration statement that includes this prospectus. Depending on the price per share at which we sell our common stock to EMC2 pursuant to the Purchase Agreement, we may need to sell to EMC2 under the Purchase Agreement more shares of our common stock than are offered under this prospectus in order to receive aggregate gross proceeds equal to the $100,000,000 total commitment available to us under the Purchase Agreement. If we choose to do so, we must first register for resale under the Securities Act such additional shares. The number of shares ultimately offered for resale by EMC2 is dependent upon the number of shares we sell to EMC2 under the Purchase Agreement.

PRICE RANGE OF COMMON STOCK

On May 9, 2019, the Board of Directors authorized a one for five hundred (1:500) reverse stock split which became effective on May 20, 2019. All share amounts reflect this reverse split.

Since June 14, 2019, our common stock has traded on The OTC Markets under the symbol “GWHP.”

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The following table sets forth, for the periods indicated, the closing price of our common stock as reported on The OTC Markets:

  Fiscal Year 2020
  High  Low
First Quarter $7.04  $7.04
Second Quarter $14.50  $6.00
Third Quarter $7.47  $1.58
Fourth Quarter (through December 10, 2020) $3.30  $0.87
  Fiscal Year 2019
  High  Low
First Quarter $18.50  $5.55
Second Quarter $10.00  $7.50
Third Quarter $25.00  $5.38
Fourth Quarter $25.00  $5.00
        
  Fiscal Year 2018
  High  Low
First Quarter $30.00  $30.00
Second Quarter $62.50  $15.00
Third Quarter $20.00  $6.00
Fourth Quarter $20.00  $5.00

On December 10, 2020, the closing price of our common stock as reported on The OTC Markets was $1.13 per share. As of December 10, 2020, there were approximately 325 holders of record and 59,966,358 shares of our common stock outstanding, which excludes the 1,415,094 Commitment Shares to be issued to EMC2 pursuant to the Purchase Agreement.

DETERMINATION OF OFFERING PRICE

We have not set an offering price for the shares registered hereunder, as the only shares being registered are those sold pursuant to the Purchase Agreement with EMC2. EMC2 may sell all or a portion of the shares being offered pursuant to this prospectus at at prevailing market prices at the time of sale.

CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of September 30, 2020:

The following information is illustrative only, and our cash and capitalization following the completion of the sale to EMC2 of the shares registered for resale pursuant to this prospectus will change based on the per share price of the common stock sold to EMC2. You should read this table in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and related notes in our filings with the SEC.

Assumed public offering price per share     $3.45
Historical net tangible book value per share as of March 31, 2020 $(0.0007)    
Increase in pro forma net tangible book value per share attributable to this offering $0.5189    
Pro forma as adjusted net tangible book value per share after this offering      0.52
Dilution per share to new investors in this offering     $2.93

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The preceding data is based on 58,116,358 shares outstanding as of September 30, 2020 and pro forma of 69,959,629 shares outstanding. This number excludes the following which, if issued by the Company, would be dilutive to our stockholders:

·2,000,000shares of common stock issuable upon exercise of warrants that were outstanding as of July 31, 2020 at a weighted-average exercise price of $1.59 per share.

Also, to the extent that we issue any common stock to vendors, lenders, litigants or potential litigants, the issuance of such securities could result in significant dilution to our stockholders.

DILUTION

If you invest in our common stock, your interest will be diluted to the extent of the difference between the public offering price per share of our common stock and the pro forma as adjusted net tangible book value per share of our common stock after this offering. As of September 30, 2020, our historical net tangible book value was $(41,707) thousand, or $(0.000718) per share of common stock, based on 58,116,358 shares of our common stock outstanding at September 30, 2020. Our historical net tangible book value per share represents the amount of our total tangible assets reduced by the amount of our total liabilities, divided by the total number of shares of our common stock outstanding as of September 30, 2020.

After giving effect to the sale by us of 10,578,177 shares of our common stock in this offering at the assumed public offering price of $3.45 per share, the closing price of our common stock on August 10, 2020, after deducting estimated offering expenses payable by us and the issuance by us of 1,415,0094 shares of common stock as a commitment fee, our pro forma as adjusted net tangible book value as of September 30, 2020 would have been $36.3 million, or $0.5189 per share. This represents an immediate increase in pro forma net tangible book value of $0.5182 per share to our existing stockholders and an immediate dilution of $2.93 per share to our new investors purchasing shares of common stock in this offering. The following table illustrates this dilution on a per share basis:

Assumed public offering price per share     $3.45
Historical net tangible book value per share as of September 30, 2020 $(0.0007)    
Increase in pro forma net tangible book value per share attributable to this offering $0.5189    
Pro forma as adjusted net tangible book value per share after this offering      0.52
Dilution per share to new investors in this offering     $2.93

The preceding data is based on 58,116,358 shares outstanding as of September 30, 2020 and pro forma of 70,109,629 shares outstanding. This number excludes the following which, if issued by the Company, would be dilutive to our stockholders:

·2,000,000shares of common stock issuable upon exercise of warrants that were outstanding as of July 31, 2020 at a weighted-average exercise price of $1.59 per share;

To the extent that stock options are exercised, or new stock options are issued under our equity incentive plans, there will be further dilution to investors purchasing common stock in this offering. In addition, we need to raise additional capital because of market conditions and strategic considerations. If we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

Also, to the extent that we issue any common stock to vendors, lenders, litigants or potential litigants, the issuance of such securities could result in significant dilution to our stockholders.

DIVIDEND POLICY

We have never declared or paid dividends on our capital stock. We do not anticipate paying any dividends on our capital stock in the foreseeable future. We currently intend to retain all available funds and any future earnings if any,to fund the development and growth of our business. Any future determination to declare dividends will be subject to the discretion of our board of directors and will depend on various factors, including applicable laws, our results of operations, financial condition, future prospects and any other factors deemed relevant by our Boardboard of Directors.

EQUITY COMPENSATION PLANS
directors. Investors should not purchase our common stock with the expectation of receiving cash dividends.

DESCRIPTION OF CAPITAL STOCK

Our authorized capital stock consists of 400,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share. As of September 30, 2020, there were 59,966,358 shares of our common stock outstanding, which excludes the 1,415,094 Commitment Shares we have already issued to EMC2 pursuant to the Purchase Agreement. In addition, as of September 30, 2020, warrants to purchase 2,000,000 shares of our common stock were outstanding at a weighted average exercise price of $1.59 per share.

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The following description of our capital stock and provisions of our amended and restated certificate of incorporation, amended and restated by-laws and certificate of designation are summaries of material terms and provisions and are qualified by reference to our amended and restated certificate of incorporation, amended and restated by-laws and certificates of designation, copies of which have been previously filed with the SEC.

Common Stock

Each holder of our common stock will be entitled to one vote for each share on all matters to be voted upon by the common stockholders, and there will be no cumulative voting rights. To be elected in an uncontested election for Board members, a director nominee must receive more votes “for” than “against” by shares present in person or by proxy and entitled to vote. In a contested election for Board members, the Board members are elected by a plurality of shares present in person or by proxy and entitled to vote.

Subject to any preferential rights of any outstanding preferred stock, holders of our common stock will be entitled to receive ratably the dividends, if any, as may be declared from time to time by its board of directors out of funds legally available for that purpose. If there is a liquidation, dissolution or winding up of the Company, holders of its common stock would be entitled to ratable distribution of its assets remaining after the payment in full of liabilities and any preferential rights of any then outstanding preferred stock.

Holders of our common stock will have no preemptive or conversion rights or other subscription rights, and there are no redemption or sinking fund provisions applicable to the common stock. After the distribution, all outstanding shares of the Company’s common stock will be fully paid and non-assessable. The rights, preferences and privileges of the holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that the Company may designate and issue in the future.

Preferred Stock

The Company’s board of directors is authorized, subject to limitations prescribed by the Nevada Revised Statutes (the “NRS”), and by the Company’s Articles, to issue up to 10 million shares of preferred stock in one or more series without further action by the holders of its common stock. The Company’s board of directors will have the discretion, subject to limitations prescribed by the NRS and by the Articles, to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock.

Anti-Takeover Effects of Various Provisions of Nevada Law

Provisions of the Nevada Revised Statutes could make it more difficult to acquire us by means of a tender offer, a proxy contest or otherwise, or to remove incumbent officers and directors. These provisions, summarized below, would be expected to discourage certain types of takeover practices and takeover bids our Board may consider inadequate and to encourage persons seeking to acquire control of us to first negotiate with us. We believe that the benefits of increased protection of our ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us will outweigh the disadvantages of discouraging takeover or acquisition proposals because, among other things, negotiation of these proposals could result in an improvement of their terms.

Blank Check Preferred

Our articles of incorporation permit our Board to issue preferred stock with voting, conversion and exchange rights that could negatively affect the voting power or other rights of our common stockholders. The issuance of our preferred stock could delay or prevent a change of control of our Company.

Amendments to our Articles of Incorporation and Bylaws

Under the Nevada Revised Statutes, our articles of incorporation may not be amended by stockholder action alone.

Nevada Anti-Takeover Statute

We may be subject to Nevada’s Combination with Interested Stockholders Statute (Nevada Corporation Law Sections 78.411-78.444) which prohibits an “interested stockholder” from entering into a “combination” with the corporation, unless certain conditions are met. An “interested stockholder” is a person who, together with affiliates and associates, beneficially owns (or within the prior two years, did beneficially own) 10% or more of the corporation’s capital stock entitled to vote.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Nevada Agency and Transfer Company

Listing

Our common stock is listed on The Over the Counter Market (“OTC Markets”) under the symbol “GWHP.”

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PURCHASE AGREEMENT

General

On July 22, 2020, we entered into the Purchase Agreement and the Registration Rights Agreement with EMC2. Pursuant to the terms of the Purchase Agreement, EMC2 has agreed to purchase from us up to $100,000,000 of our common stock (subject to certain limitations) from time to time during the term of the Purchase Agreement. Pursuant to the terms of the Registration Rights Agreement, we have filed with the SEC the registration statement that includes this prospectus to register for resale under the Securities Act the shares that have been or may be issued to EMC2 under the Purchase Agreement.

Pursuant to the terms of the Purchase Agreement, at the time we signed the Purchase Agreement and the Registration Rights Agreement, we issued 1,415,094 Commitment Shares and 2,000,000 Commitment Warrants to EMC2 as consideration for its commitment to purchase shares of our common stock under the Purchase Agreement.

We do not have the right to commence any sales to EMC2 under the Purchase Agreement until certain conditions set forth in the Purchase Agreement, all of which are outside of EMC2’s control, have been satisfied, including the registration statement that includes this prospectus being declared effective by the SEC. Thereafter, we may, from time to time and at our sole discretion, direct EMC2 to purchase shares of our common stock in amounts up to 100,000 shares on any single business day, which amounts may be increased to up to 2,000,000 shares of our common stock depending on the market price of our common stock at the time of sale but in no event greater than $500,000 per such purchase. The purchase price per share is based on the market price of our common stock immediately preceding the time of sale as computed under the Purchase Agreement. EMC2 may not assign or transfer its rights and obligations under the Purchase Agreement.

Under applicable rules of The NASDAQ Capital Market, in no event may we issue or sell to EMC2 under the Purchase Agreement share of our common stock in excess of the Exchange Cap (which is 11,993,271 shares, or 19.99% of the shares of our common stock outstanding immediately prior to the execution of the Purchase Agreement), unless (i) we obtain stockholder approval to issue shares of common stock in excess of the Exchange Cap or (ii) the average price of all applicable sales of our common stock to EMC2 under the Purchase Agreement equals or exceeds $1.59 which represents the closing consolidated bid price of our common stock on July 22, 2020, plus an incremental amount to account for our issuance of the Commitment Shares to EMC2), such that the transactions contemplated by the Purchase Agreement are exempt from the Exchange Cap limitation under applicable NASDAQ rules. In any event, the Purchase Agreement specifically provides that we may not issue or sell any shares of our common stock under the Purchase Agreement if such issuance or sale would breach any applicable rules or regulations of The NASDAQ Capital Market.

The Purchase Agreement also prohibits us from directing EMC2 to purchase any shares of common stock if those shares, when aggregated with all other shares of our common stock then beneficially owned by EMC2 and its affiliates, would result in EMC2 and its affiliates exceeding the Beneficial Ownership Cap.

Pursuant to the Purchase Agreement we have agreed to an expense reimbursement of up to ½% of the purchase amount to EMC2.

Purchase of Shares Under the Purchase Agreement

Under the Purchase Agreement, on any business day selected by us, we shall have the right to direct EMC2, by our delivery to EMC2 of a purchase notice, to purchase the number of shares specified in such notice, up to 100,000 shares of our common stock, on any such business day, which we refer to as a Regular Purchase. The Company and EMC2 may mutually agree to increase the number of shares per Regular Purchase to as much as an additional 2,000,000 shares per business day. These share amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. In no event shall the purchase amount of a Regular Purchase exceed $500,000 per business day, unless the Company and EMC2 mutually agree. We may deliver additional purchase notices to EMC2 from time to time so long as the most recent purchase has been completed. The purchase price per share for each such Regular Purchase will be equal to the lower of:

·95% of the lowest sale price for our common stock on the purchase date of such shares; or
·the arithmetic average of the three lowest closing sale prices for our common stock during the 10 consecutive business days ending on the business day immediately preceding the purchase date of such shares.

In addition to Regular Purchases described above, we may also direct EMC2, on any business day on which we have properly submitted a Regular Purchase notice for the maximum number of allowed shares, to purchase an additional amount of our common stock, which we refer to as a VWAP Purchase, not to exceed 30% of the aggregate shares of our common stock traded during normal trading hours on the purchase date. The Company may deliver additional VWAP Purchase notices to EMC2 from time to time so long as the most recent purchase has been completed. The purchase price per share for each such VWAP Purchase will be equal to the lower of:

·91% of the volume weighted average price for our common stock during normal trading hours on (i) the VWAP Purchase date, if the aggregate shares of our common stock traded on the purchase date has not exceeded a volume maximum calculated in accordance with the Purchase Agreement and has not fallen below a minimum price threshold calculated in accordance with the Purchase Agreement (the “Floor Price), or (ii) the portion of the trading day of the purchase date (calculated starting at the beginning of normal trading hours) until such time at which the volume of shares of our common stock traded has exceeded such volume maximum or fallen below such minimum Floor Price; or
·the closing sale price of our common stock on the VWAP Purchase date.

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The Company and EMC2 shall not cause any sales under the Purchase Agreement on any purchase date where the closing sale price of our stock is less than is less than the Floor Price.

Other than as described above, there are no trading volume requirements or restrictions under the Purchase Agreement, and we will control the timing and amount of any sales of our common stock to EMC2.

Events of Default

An “Event of Default” under the Purchase Agreement shall be deemed to have occurred at any time as any of the following events occur:

·the effectiveness of the registration statement, of which this prospectus forms a part, lapses for any reason (including, without limitation, the issuance of a stop order), or any required prospectus supplement and accompanying prospectus are unavailable for the resale by EMC2 of our common stock offered hereby, and such lapse or unavailability continues for a period of 10 consecutive business days or for more than an aggregate of 30 business days in any 365-day period;
·the suspension from trading or failure of our common stock to be listed on our principal market for a period of three (3) consecutive business days
·the delisting of our common stock from our principal market, and our common stock is not immediately thereafter trading on the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market (or nationally recognized successor thereto);
·the failure for any reason by our transfer agent to issue shares of our common stock to EMC2 within three (3) business days after the applicable Purchase date or VWAP Purchase date (as applicable) which EMC2 is entitled to receive such shares;
·any breach of any representation or warranty (as of the dates made), covenant or other term or condition under the Purchase Agreement, the Registration Rights Agreement or the Warrant if such breach could reasonably be expected to have a material adverse effect and except, in the case of a breach of a covenant which is reasonably curable, only if such breach continues uncured for a period of at least five (5) Business Days;
·if any proceeding is commenced against us pursuant to or within the meaning of any bankruptcy law;
·if we, pursuant to or within the meaning of any bankruptcy law, (i) commence a voluntary case, (ii) consent to the entry of an order for relief against us in an involuntary case, (iii) consent to the appointment of a custodian of all or substantially all of our property, (iv) make a general assignment for the benefit of our creditors or (v) become insolvent;
·a court of competent jurisdiction enters an order or decree under any bankruptcy law that (i) is for relief against us in an involuntary case, (ii) appoints a Custodian of the Company or for all or substantially all of our property, or (iii) orders the liquidation of the Company;
·if at any time we are not eligible to transfer our common stock electronically as DWAC Shares; or
·if at any time the Exchange Cap is reached, to the extent applicable.

EMC2 has the right to terminate the Purchase Agreement any time an Events of Default exists without any liability or payment to the Company. So long as an Event of Default has occurred and is continuing, or if any event which, after notice and/or lapse of time, would become an Event of Default, has occurred and is continuing, all of which are outside of EMC2’s control, we may not direct and EMC2 shall not be obligated to purchase any shares of our common stock under the Purchase Agreement.

Termination

The Purchase Agreement shall automatically terminate on the date that we sell, and EMC2 purchases the full aggregate amount of $100,000,000 of our common stock as provided herein, without any action or notice on the part of any party and without any liability whatsoever of any party to any other party.

If for any reason or for no reason, the full aggregate amount of $100,000,000 of our common stock has not been purchased as provided herein, the Purchase Agreement shall automatically terminate on the Maturity Date, as defined in the Purchase Agreement, without any action or notice on the part of any party and without any liability whatsoever of any party to any other party.

Our Termination Rights

We have the unconditional right, at any time, for any reason and without any payment or liability to us, to give notice to EMC2 to terminate the Purchase Agreement. In the event of bankruptcy proceedings by or against us, the Purchase Agreement will automatically terminate without action of any party.

No Short-Selling or Hedging by EMC2

EMC2 has agreed that neither it nor any of its agents, representatives and affiliates shall in any manner whatsoever enter into or effect, directly or indirectly, any (i) “short sale” (as such term is defined in Section 242.200 of Regulation SHO of the 1934 Act) of our common stock or (ii) hedging transaction, which establishes a net short position with respect to our common stock during any time prior to the termination of the Purchase Agreement.

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Prohibitions on Variable Rate Transactions

There are no restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement or Registration Rights Agreement other than a prohibition on entering into a “Variable Rate Transaction,” as defined in the Purchase Agreement.

Effect of Performance of the Purchase Agreement on Our Stockholders

All 11,993,271 shares registered in this Prospectusoffering which have been or may be issued or sold by us to EMC2 under the Purchase Agreement are expected to be freely tradable. It is anticipated that shares registered in this offering will be sold over a period of up to 36-months commencing on the date that the registration statement including this prospectus becomes effective. The sale by EMC2 of a significant number of shares registered in this offering at any given time could cause the market price of our common stock to decline and to be highly volatile. Sales of our common stock to EMC2, if any, will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to EMC2 all, some or none of the additional shares of our common stock that may be available for us to sell pursuant to the Purchase Agreement. If and when we did not have any equity compensation plans.

REGULATION M
Our officer and director, who will offer anddo sell shares to EMC2, after EMC2 has acquired the shares, EMC2 may resell all, some or none of those shares at any time or from time to time in its discretion. Therefore, sales to EMC2 by us under the Purchase Agreement may result in substantial dilution to the interests of other holders of our common stock. In addition, if we sell a substantial number of shares to EMC2 under the Purchase Agreement, or if investors expect that we will do so, the actual sales of shares or the mere existence of our arrangement with EMC2 may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect such sales. However, we have the right to control the timing and amount of any additional sales of our shares to EMC2 and the Purchase Agreement may be terminated by us at any time at our discretion without any cost to us.

Pursuant to the terms of the Purchase Agreement, we have the right, but not the obligation, to direct EMC2 to purchase up to $100,000,000 of our common stock. Depending on the price per share at which we sell our common stock to EMC2 pursuant to the Purchase Agreement, we may need to sell to EMC2 under the Purchase Agreement more shares of our common stock than are offered under this prospectus in order to receive aggregate gross proceeds equal to the $100,000,000 total commitment available to us under the Purchase Agreement. If we choose to do so, we must first register for resale under the Securities Act such additional shares of our common stock, which could cause additional substantial dilution to our stockholders. The number of shares ultimately offered for resale by EMC2 under this prospectus is awaredependent upon the number of shares we direct EMC2 to purchase under the Purchase Agreement.

The Purchase Agreement prohibits us from issuing or selling to EMC2 under the Purchase Agreement (i) shares of our common stock in excess of the Exchange Cap, unless we obtain stockholder approval to issue shares in excess of the Exchange Cap or the average price of all applicable sales of our common stock to EMC2 under the Purchase Agreement equal or exceed $1.59 such that hethe transactions contemplated by the Purchase Agreement are exempt from the Exchange Cap limitation under applicable NASDAQ rules, and (ii) any shares of our common stock if those shares, when aggregated with all other shares of our common stock then beneficially owned by EMC2 and its affiliates, would exceed the Beneficial Ownership Cap.

The following table sets forth the amount of gross proceeds we would receive from EMC2 from our sale of shares to EMC2 under the Purchase Agreement at varying purchase prices:

Assumed Average Purchase Price Per Share Number of Registered Shares to be Issued if Full Purchase (1) Percentage of Outstanding Shares After Giving Effect to the Issuance to EMC2 (2) Proceeds from the Sale of Shares to EMC2 Under the $100M Purchase Agreement
$1.75 10,578,177 17.23% $18,511,810
$2.50 (3) 10,578,177 17.23% $26,445,443
3.45 10,578,177 17.23% $36,494,711
$4.25 10,578,177 17.23% $44,957,252
$5.00 10,578,177 17.23% $52,890,885

____________________

(1)Although the Purchase Agreement provides that we may sell up to $100,000,000 of our common stock to EMC2, we are only registering 11,993,271 shares of our common stock that may be sold to EMC2 as purchase shares under the Purchase Agreement (together with the 1,415,094 Commitment Shares and 2,000,000 shares underlying the Commitment Warrants we are registering hereunder), which may or may not cover all the shares we ultimately sell to EMC2 under the Purchase Agreement, depending on the purchase price per share. As a result, we have included in this column only those shares that we are registering in this offering. If we seek to issue shares of our common stock, including shares from other transactions that may be aggregated with the transactions contemplated by the Purchase Agreement under the applicable rules of The NASDAQ Capital Market, in excess of 11,993,271 shares, or 19.99% of the total common stock outstanding immediately prior to the execution of the Purchase Agreement, we may be required to seek stockholder approval in order to be in compliance with the rules of The NASDAQ Capital Market.

(2)The denominator is based on 61,381,452 shares outstanding as of July 22, 2020, adjusted to include the issuance of (i) 1,415,094 Commitment Shares issued to EMC2 upon the execution of the Purchase Agreement, and (ii) the number of shares set forth in the adjacent column which we would have sold to EMC2, assuming the purchase price in the adjacent column. The numerator is based on the number of shares issuable under the Purchase Agreement at the corresponding assumed purchase price set forth in the adjacent column.

(3)The closing sale price of our shares on August 25, 2020

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PLAN OF DISTRIBUTION

The common stock offered by this prospectus is being offered by the selling stockholder, EMC2. The common stock may be sold or distributed from time to time by the selling stockholder directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. The sale of the common stock offered by this prospectus could be effected in one or more of the following methods:

·ordinary brokers’ transactions;
·transactions involving cross or block trades;
·through brokers, dealers, or underwriters who may act solely as agents;
·“at the market” into an existing market for the common stock;
·in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents;
·in privately negotiated transactions; or
·any combination of the foregoing.

In order to comply with the securities laws of certain states, if applicable, the shares may be sold only through registered or licensed brokers or dealers. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the state or an exemption from the state’s registration or qualification requirement is available and complied with.

EMC2 is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.

EMC2 has informed us that it intends to use an unaffiliated broker-dealer to effectuate all sales, if any, of the common stock that it may purchase from us pursuant to the Purchase Agreement. Such sales will be made at prices and at terms then prevailing or at prices related to the then current market price. Each such unaffiliated broker-dealer will be an underwriter within the meaning of Section 2(a)(11) of the Securities Act. EMC2 has informed us that each such broker-dealer will receive commissions from EMC2 that will not exceed customary brokerage commissions.

Brokers, dealers, underwriters or agents participating in the distribution of the shares as agents may receive compensation in the form of commissions, discounts, or concessions from the selling stockholder and/or purchasers of the common stock for whom the broker-dealers may act as agent. The compensation paid to a particular broker-dealer may be less than or in excess of customary commissions. Neither we nor EMC2 can presently estimate the amount of compensation that any agent will receive.

We know of no existing arrangements between EMC2 or any other stockholder, broker, dealer, underwriter or agent relating to the sale or distribution of the shares offered by this prospectus. At the time a particular offer of shares is made, a prospectus supplement, if required, will be distributed that will set forth the names of any agents, underwriters or dealers and any compensation from the selling stockholder, and any other required information.

We will pay the expenses incident to the registration, offering, and sale of the shares to EMC2. We have agreed to indemnify EMC2 and certain other persons against certain liabilities in connection with the offering of shares of common stock offered hereby, including liabilities arising under the Securities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. EMC2 has agreed to indemnify us against liabilities under the Securities Act that may arise from certain written information furnished to us by EMC2 specifically for use in this prospectus or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities.

EMC2 has represented to us that at no time prior to the Purchase Agreement has EMC2 or its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of our common stock or any hedging transaction, which establishes a net short position with respect to our common stock. EMC2 agreed that during the term of the Purchase Agreement, it, its agents, representatives or affiliates will not enter into or effect, directly or indirectly, any of the foregoing transactions.

We have advised EMC2 that it is required to comply with the provisions of Regulation M promulgated under the Securities Exchange Act of 1934, as amended.Act. With certain exceptions, Regulation M precludes the officerselling stockholder, any affiliated purchasers, and director, sales agent, any broker-dealer or other person who participateparticipates in the distribution of shares in this Offering from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The Company’s Chief Executive Officer, President, Chief Financial Officer, Secretary, sole Director Robert Schwarz is the "Promoter” within the meaning of Rule 405 of Regulation C. The following table sets forth the name and age of our officer and director as of May 30 , 2014.
Executive Officer and Director
NAMEAGEPOSITION/INITIAL ELECTION
APPOINTMENT
DATE
Robert Schwarz51Chief Executive Officer, President, Chief Financial Officer, Secretary and DirectorMarch 7, 2013
The Directors will hold office until the next annual meeting of the security holders following their election and until their successors have been elected and qualified. The Board of Directors appoints Executive Officers.  Our Executive Officers hold their offices until they resign, are removed by the Board,M also prohibits any bids or his/her successor is elected and qualified.
Set forth below is a description of the recent employment and business experience of our sole Director and Executive Officer:
Robert Schwarz, Chief Executive Officer, President, Chief Financial Officer, Secretary and Director
Robert Schwarz, aged 51, is the Chief Executive Officer, President, Secretary, Chief Financial Officer and Director (Principal Executive Officer) and (Principal Financial Officer) of the Company. He was appointed in March 7, 2013 and is responsible for overseeing all aspects of the Company.
Robert Schwarz attended St. Francis Xavier University 1979-1981 Simon Frasier University 1981-1983 Business degree. Worked in the financial services industry for the last 25 years. 2004-2012 Mr. Schwarz has worked at Bobby Black Enterprises which is a business development of growth companies including funding and managing markets where his duties consist of business consulting services.  Mr. Schwarz is also the sole director, officer and shareholder of Texas Permian Partners Oil & Gas, Inc., which was created on January 15, 2012 for the purpose of oil and gas lease purchases and exploration. Texas Permian is currently a dormant Nevada Corporation.
AUDIT COMMITTEE
The Company does not presently have an Audit Committee and the Board acts in such capacity for the immediate future due to the limited size of the Board. The Company intends to increase the size of its Board in the future, at which time it may appoint an Audit Committee.
The Audit Committee will be empowered to make such examinations as are necessary to monitor the corporate financial reporting and the external audits of the Company, to provide to the Board of Directors (the "Board") the results of its examinations and recommendations derived there from, to outline to the Board improvements made, or to be made in internal control,order to nominate independent auditors, and to provide tostabilize the Board such additional information and materials as it may deem necessary to make the Board aware of significant financial matters that require Board attention.
COMPENSATION COMMITTEE
The Company does not presently have a Compensation Committee and the Board acts in such capacity for the immediate future due to the limited size of the Board. The Company intends to increase the size of its Board in the future, at which time it may appoint a Compensation Committee.
The Compensation Committee will be authorized to review and make recommendations to the Board regarding all forms of compensation to be provided to the executive officers and directors of the Company, including stock compensation, and bonus compensation to all employees.
INDEPENDENT DIRECTOR/CORPORATE GOVERNANCE COMMITTEE
Our Board of Directors currently consists of only Robert Schwarz. We are not a “listed company” under SEC rules and therefore are not required to have separate committees comprised of independent directors. We do not have independent director(s) at this time.
The Company does not presently have a Corporate Governance Committee and the Board acts in such capacity for the immediate future due to the limited size of the Board. The Company intends to increase the size of its Board in the future, at which time it may appoint a Corporate Governance Committee.
The Corporate Governance Committee will be responsible for reviewing developments in corporate governance practices, evaluating the adequacy of our corporate governance practices and reporting and making recommendations to our Board of Directors concerning corporate governance matters.
NOMINATING COMMITTEE
The Company does not have a Nominating Committee and the full Board acts in such capacity.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires that the Company's directors and executive officers and persons who beneficially own more than ten percent (10%)price of a registered class of its equity securities, file with the SEC reports of ownership and changes in ownership of its common stock and other equity securities. Executive officers, directors, and greater than ten percent (10%) beneficial owners are required by SEC regulation to furnish the Company with copies of all Section 16(a) reports that they file. Based solely upon a review of the copies of such reports furnished to us or written representations that no other reports were required, the Company believes that to date, all filing requirements applicable to its executive officers, directors, and greater than ten percent (10%) beneficial owners were met.
REMUNERATION OF DIRECTORS AND OFFICERS
Texas Jack Oil & Gas Corporation has made no provisions for paying cash or non-cash compensation to its officers and sole director. No salaries are being paid at the present time, and none will be paid unless, or until such time as, the Company is able to raise $50,000 for the operating plan and complete this registration statement.
EXECUTIVE COMPENSATION
The following table sets forth the compensation of our sole Executive Officer for the period from inception on March 7, 2013 through the period ending March 31, 201 4 .   
Summary compensation table
Name And Principal position Year Salary($)  Bonus($)  Stock Awards($)  Option Awards($)  Non-Equity Incentive Plan Compensation($)  
Nonqualified Deferred
Compensation Earnings($)
  All Other Compensation($)  Total($) 
                                   
Robert Schwarz, CEO 
2013 (1)
 $0  $0  $0  $0  $0  $0  $0  $0 
(1)For the period March 7, 2013 (inception) to March 31, 201 4 .   
On March 10, 2013, the Company issued 15,000,000 founder’s shares to Robert Schwarz at the par value of $0.011 in exchange for the mine right on Bright 1 H worth $165,000.
Mr. Schwarz has not received directly or indirectly anything else of value from the Company (including money, property, contracts, options or rights of any kind, except for the $ 53,550 June 10, 2013 advance on future executive compensation.
Employment Agreement
To date, Texas Jack Oil & Gas Corporation has no written employment agreement in effect, with its Executive Officer and does not intend to enter into an employment agreement with Mr. Schwarz.
Stock option plan
We do not have a stock option plan and we have not issued any warrants, options or other rights to acquire our securities.
Employee Pension, Profit Sharing or other Retirement Plans
We do not have a defined benefit, pension plan, profit sharing or other retirement plan.
Director's compensation
At present we do not pay our directors compensation for attending meetings of our Board of Directors. We have no standard arrangement pursuant to which our directors are compensated for any services provided as a director or for committee participation or special assignments, but may reimburse Directors for reasonable expenses incurred in attending meetings.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth certain information regarding beneficial ownership of our securities as of May 30 , 2014 by (i) each person who is known by us to own beneficially more than five percent (5%) of the outstanding shares of each class of our voting securities, (ii) each of our directors and executive officers, and (iii) all of our directors and executive officers as a group. We believe that each individual or entity named has sole investment and voting power with respect to the securities indicated as beneficially owned by them, subject to community property laws, where applicable, except where otherwise noted:
As of May 30 , 2014, 23,400,000 shares of common stock were issued and outstanding.
  Number of Shares  Percentage of Outstanding Shares 
Name and Address (1)
 Beneficially Owned  Prior to Offering  After Offering 
          
Robert Schwarz  15,000,000   64%  52
% (2)
             
Officers and Directors as a group (1 person)  15,000,000   64%  52
% (2)
(2)      Assumes sale of 5,000,000 shares in the offering
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
As of the date of this prospectus, there are no material agreements or proposed transactions, whether direct or indirect, with any of the following:
*Any of our Directors or Officers;
*Any nominee for election as a director;
*Any principal security holder identified in the “Security Ownership of Certain Beneficial Owners and Management" section above; or
*Any relative or spouse, or relative of such spouse, of the above referenced persons.
TRANSFER AGENT AND REGISTRAR
Transfer Agent and Registrar: The Company acts as its own transfer agent at this time. When this registration statement becomes effective the Company will use for our common stock the services of ISLAND STOCK TRANSFER INC., 100 Second Avenue South, Suite 705S, St Petersburg, FL 33701, Telephone (727) 459-7378 Facsimile (727) 290-3961.
SHARES ELIGIBLE FOR FUTURE SALE
PRIMARY OFFERING
Upon completion of Primary Offering, we will have outstanding Twenty Eight Million, Four Hundred Thousand (28,400,000) shares of common stock. Of these shares, the Selling Stockholders own  Eight Million Four Hundred Thousand (8,400,000) shares will be registered to be sold freely tradable in the public market without restriction under the Securities Act, unless the shares are held by our "affiliates," as that term is defined in Rule 144 under the Securities Act.
The Primary Offering of Five Million shares to be sold in the future will be registered to be sold freely tradable in the public market without restriction under the Securities Act, unless the shares are held by our "affiliates," as that term is defined in Rule 144 under the Securities Act.
The remaining shares of common stock outstanding upon completion of the offering will be "restricted securities," as that term is defined in Rule 144. Restricted securities may be sold in the public market only if they are registered or if they qualify for an exemption from registration, such as the exemption afforded by Rule 144.
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
We have adopted provisions in our certificate of incorporation that limit the liability of our Directors for monetary damages for breach of their fiduciary duty as directors, except for liability that cannot be eliminated under the Nevada General Corporation Law. Nevada law provides that directors of a company will not be personally liable for monetary damages for breach of their fiduciary duty as directors, except for liabilities:
*For any breach of their duty of loyalty to us or our security holders;
*For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
*For unlawful payment of dividend or unlawful stock repurchase or redemption, as provided under Section 174 of the Nevada General Corporation Law; or,
*For any transaction from which the director derived an improper personal benefit.
In addition, our bylaws provide for the indemnification of officers, directors and third parties acting on our behalf, to the fullest extent permitted by Nevada General Corporation Law, if our board of directors authorizes the proceeding for which such person is seeking indemnification (other than proceedings that are brought to enforce the indemnification provisions pursuant to the bylaws).
These indemnification provisions may be sufficiently broad to permit indemnification of the registrant's executive officers and directors for liabilities (including reimbursement of expenses incurred) arising under the Securities Act of 1933.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. No pending material litigation or proceeding involving our directors, executive officers, employees or other agents as to which indemnification is being sought exists, and we are not aware of any pending or threatened material litigation that may result in claims for indemnification by any of our directors or executive officers.
Our articles of incorporation and applicable Nevada law provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney's fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on our behalf. We will also bear the expenses of such litigation for any of our directors, officers, employees, or agents, upon such person's written promise to repay us if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by us, which we will be unable to recoup.
We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act of 1933, as amended (the “Securities Act”), and is, therefore, unenforceable. In the event that a claim for indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection with the securities being registered, we will (unless indistribution of that security. All of the opinionforegoing may affect the marketability of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, either of which factors is likely to materially reduce the market and price for our shares, if such a market ever develops.
DESCRIPTION OF SECURITIES TO BE REGISTERED
General
We are authorized to issue an aggregate number of 70,000,000 shares of capital stock, of which 60,000,000 shares are common stock, $0.001 par value per share, and 10,000,000 shares are preferred stock, $0.001 par value per share.
The Company issued to the founder Fifteen Million (15,000,000) shares of common stock for the mine rights to the Bright 1 H worth $165,000 as original cost to the founder. The Company sold 8,400,000 common shares pursuant (Selling Stockholders) to a 506 starting in June 2013 through January of 2014 to ten (10) investors. As of May 30 , 2014, there are Twenty Three Million four hundred thousand (23,400,000) shares issued and outstanding.
COMMON STOCK: The securities being offered by this prospectus.

This offering will terminate on the Selling Stockholders aredate that all shares of our Common stock.  The securities to be offered in the Primary Offering in the future (5,000,000) are shares of our Common stock at a price of $0.10 per share.

Common Stock
We are authorized to issue 60,000,000 shares of common stock, $0.001 par value per share. Currently weby this prospectus have 23,400,000 shares of common stock issued and outstanding.
Each share of common stock shall have one (1) vote per share for all purposes. The holders of a majority of the shares entitled to vote, present in person or representedbeen sold by proxy shall constitute a quorum at all meetings of our shareholders. EMC2.

Our common stock does not provide a preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights. Our common stock holders are not entitled to cumulative voting for election ofis quoted on The OTC Markets under the board of directors.symbol “GWHP”.

31
Holders of common stock are entitled to receive ratably such dividends as may be declared by the board of directors out of funds legally available therefore as well as any distributions to the security holder. We have never paid cash dividends on our common stock, and do not expect to pay such dividends in the foreseeable future.
In the event of a liquidation, dissolution or winding up of our Company, holders of common stock are entitled to share ratably in all of our assets remaining after payment of liabilities. Holders of common stock have no preemptive or other subscription or conversion rights. There are no redemption or sinking fund provisions applicable to the common stock.
Preferred Stock
We are authorized to issue 10,000,000 shares of preferred stock, $0.001 par value per share.

LEGAL MATTERS

The preferred stock may be divided into any number of series as our directors may determine from time to time. Our directors are authorized to determine and alter the rights, preferences, privileges and restrictions granted to and imposed upon any wholly issued series of preferred stock, and to fix the number of shares of any series of preferred stock and the designation of any such series of preferred stock. As of the date of this filing, we do not have any preferred shares issued and outstanding.

Dividends
We have not paid any cash dividends to our shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.
Warrants
There are no outstanding warrants to purchase our securities.
Options
There are no outstanding stock options to purchase our securities.
INTEREST OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this Prospectus as having prepared or certified any part thereof or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of our common stock was employed on a contingency basis or had or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in us. Additionally, no such expert or counsel was connected with us as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.
Leo J. Moriarty, Esq, Attorney at Law, at 3020 Old Ranch Parkway, Suite 300, Seal Beach CA 90740 hasoffered hereby will be passed upon certain legal matters in connection with the validityfor us by Stephen Mills, Esquire, Nashville, Tennessee.

EXPERTS

The consolidated financial statements of the issuanceGlobal WholeHealth Partners Corporation, as of the shares of our common stock.

RBSM LLP, CPA has audited our financial Statementsand for the period from March 7, 2013 (date of inception) throughyears ended June 30, 20132020 and 2019, have been audited by BF Borgers CPA PC, independent registered public accounting firm, to the extent and for the periods as set forth in itstheir report which are includedthereon, and incorporated herein by reference in reliance upon such report given on the authority of saidsuch firm as experts in accounting and auditing. There were no disagreements related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure from date of appointment as our independent registered accountant through the period of audit (inception date March 7, 2013 through June 30, 2013).

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING

AND FINANCIAL DISCLOSURE
There have been no disagreements regarding accounting and financial disclosure matters with our independent certified public accountants.
AVAILABLE WHERE YOU CAN FIND MORE INFORMATION
We have not previously been subject to the reporting requirements of the Securities and Exchange Commission.

We have filed with the CommissionSEC a registration statement on Form S-1 under the Securities Act with respect tothat registers the shares offered hereby.of our common stock to be sold in this offering. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto.filed as part of the registration statement. For further information with respect to us and our securities and uscommon stock, we refer you should reviewto the registration statement and the exhibits and schedules thereto.

You can inspectfiled as a part of the registration statement. Statements contained in this prospectus concerning the contents of any contract or any other document, are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, we refer you to the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. The reports and the exhibits and the schedules thereto filedother information we file with the commission, without charge, in our files inSEC can be read and copied at the Commission's public reference roomSEC’s Public Reference Room at 100 F Street, N.E., Room 1580,NE, Washington D.C. 20549. Copies of these materials can be obtained at prescribed rates from the Public Reference Section of the SEC at the principal offices of the SEC, 100 F Street, NE, Washington D.C. 20549. You can also obtain copies of these materials from the public reference section of the commission at 100 F Street, N.E., Room 1580 Washington, D.C. 20549, at prescribed rates. You canmay obtain information onregarding the operation of the Public Reference Roompublic reference room by calling the(800) SEC-0330. The SEC at 1-800-SEC-0330. The Commissionalso maintains a web site on the Internet(http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers like us that file electronically with the Commission at http://www.sec.gov.
REPORTS TO SECURITY HOLDER
As a result of filing the registration statement, we are subject to the reporting requirements of the federal securities laws, andSEC.

We are required to file periodicannual, quarterly and current reports and other information with the SEC.SEC under the Exchange Act. These periodic reports, proxy statements and other information will be available for inspection and copying at the SEC’s public reference room and the web site of the SEC referred to above.

MARKET AND INDUSTRY DATA AND FORECASTS

Market data and certain industry data and forecasts included in this prospectus were obtained from internal company surveys, market research, publicly available information, reports of governmental agencies and industry publications and surveys. We will furnishhave relied upon industry publications as our security holder with annual reports containing audited financial statements certifiedprimary sources for third-party industry data and forecasts. Industry surveys, publications and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. We have not independently verified any of the data from third-party sources, nor have we ascertained the underlying economic assumptions relied upon therein. Similarly, internal surveys, industry forecasts and market research, which we believe to be reliable based upon our management’s knowledge of the industry, have not been independently verified. Forecasts are particularly likely to be inaccurate, especially over long periods of time. In addition, we do not know what assumptions regarding general economic growth were used in preparing the forecasts we cite. Statements as to our market position are based on recently available data. While we are not aware of any misstatements regarding our industry data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under “Risk Factors” in this prospectus. While we believe our internal business research is reliable and market definitions are appropriate, neither such research nor definitions have been verified by any independent public accountants following the end of each fiscal year and quarterly reports containing unaudited financial informationsource. This prospectus may only be used for the first three quarters of each fiscal year following the end of such fiscal quarter.

51

purpose for which it has been published.

Table of Contents

TEXAS JACK OIL & GAS CORPORATION
(a development stage company)
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

F-233
  
2020 and 2019F-334
  
2020 and 2019F-435
  
2020 and 2019F-536
  
2020 and 2019F-637
  
F-7 to F-1038

 32 
F-11
 
F-12
F-13
F-14
F-15 to F-19
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Independent Registered Public Accounting Firm

To the Boardshareholders and the board of Directors

Texas Jack Oil & Gasdirectors of Global WholeHealth Partners Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheetsheets of Texas Jack Oil & GasGlobal WholeHealth Partners Corporation (the “Company”), a development stage company as of June 30, 20132020 and 2019, the related statements of operations, stockholders' equity (deficit), and cash flows for the period from March 7, 2013 (dateyears then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of inception) throughthe Company as of June 30, 2013. 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

Basis for Opinion

These financial statements are the responsibility of the Company’sCompany's management. Our responsibility is to express an opinion on thesethe Company's financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States of America).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included considerationAs part of our audits we are required to obtain an understanding of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An

Our audit includesincluded performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the financial statements. AnOur audit also includes assessingincluded evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement presentation.statements. We believe that our audit provides a reasonable basis for our opinion.

In our opinion,

Substantial Doubt about the financial statements referredCompany’s Ability to the above present fairly, in all material respects, the financial position of Texas jack Oil & Gas Corporation.Continue as of June 30, 2013, and the results of operations, equity and cash flows for the period from March 7, 2013 (date of inception) through June 30, 2013 in conformity with accounting principles generally accepted in the United States of America.

a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 31 to the accompanying financial statements, the Company is a development stage companyhas suffered recurring losses from operations and has not commenced its planned principal operations, is incapable of generating sufficienta significant accumulated deficit. In addition, the Company continues to experience negative cash flow to sustain its operations without securing additional financing, which raisesflows from operations. These factors raise substantial doubt about itsthe Company's ability to continue as a going concern. Management's plans in regard to this matterthese matters are also described in Note 3.1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/S/ BF Borgers CPA PC

BF Borgers CPA PC

We have served as the Company's auditor since 2019

Lakewood, CO

September 28, 2020 

33
/s/ RBSM LLP
New York, New York
January 27, 2014
F-2

GLOBAL WHOLEHEALTH PARTNERS CORPORATION
CONSOLIDATED BALANCE SHEETS
         
   June 30,   June 30, 
   2020   2019 
ASSETS        
Current assets:        
Cash $14,497  $19,918 
Prepaid expenses and other current assets  15,064   —   
Inventory  152,147   —   
Total current assets  181,708   19,918 
Total assets $181,708  $19,918 
         
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)        
         
Current liabilities:        
Related party note $120,965   —   
Convertible notes payable, net of discount of $25,149  69,851   —   
Accounts payable and accrued liabilities  46,321   —   
Related party payables  4,306   100 
Total current liabilities  241,443   100 
Total liabilities  241,443   100 
         
Commitments and contingencies        
         
Stockholders' equity (deficit):        
Preferred stock; $0.001 par value, 10,000,000 shares authorized, no shares issued or outstanding at June 30, 2020 and 2019  —     —   
Common stock; $0.001 par value, 400,000,000 shares authorized, 59,966,358 and 56,116,358 shares issued and outstanding at June 30, 2020 and 2019, respectively  59,966   56,116 
Additional paid-in capital  4,628,908   426,784 
Retained deficit  (4,748,609)   (463,082) 
Total stockholders' equity (deficit)  (59,735)   19,818 
Total liabilities and stockholders' equity (deficit) $181,708  $19,918 

Table of Contents

TEXAS JACK OIL & GAS CORPORATION.
(a development stage company)
BALANCE SHEET
JUNE 30, 2013
ASSETS
Current assets:    
Cash $42,681 
Total current assets  42,681 
     
Loan receivable -officer  46,900 
Rights on mine property  165,000 
     
Total assets $254,581 
     
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:    
Accounts payable and accrued expenses $5,000 
Promissory note - shareholder  71,000 
Accrued interest- shareholder  1,183 
Promissory note  40,000 
Total current liabilities  117,183 
     
Commitments and contingencies   
     
Stockholders' equity:    
Preferred stock, $0.001 par value; 10,000,000 shares authorized    
Common stock, $0.001 par value; 60,000,000 shares authorized, 23,000,000 shares issued and outstanding  23,000 
Additional paid in capital  150,000 
Deficit accumulated during development stage  (35,602)
Total stockholders' equity  137,398 
     
Total liabilities and stockholders' equity $254,581 
The accompanying notes are an integral part of these consolidated financial statementsstatements)

34

GLOBAL WHOLEHEALTH PARTNERS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
     
  Year Ended June 30,
  2020 2019
     
Revenue  241,624   —   
Cost of revenue  150,588   —   
Gross profit  91,036   —   
         
Operating expenses:        
Professional fees  61,550   9,608 
Research and development  513,003   —   
Selling, general and administrative  3,782,078   24,384 
Total operating expense  4,356,631   33,992 
Loss from operations  (4,265,595   (33,992 
Other income (expense)        
Interest expense  (2,857)   —   
Gain on forgiveness of liabilities  —     3,125 
Accretion of debt discount  (17,075)   —   
Total other income (expense)  (19,932)   3,125 
Net loss  (4,285,527)   (30,867) 
         
Basic and Diluted Loss per Common Share  (0.07)   (0.01) 
         
Weighted average number of common shares outstanding - basic and diluted  57,804,167   5,892,840 
         

(The accompanying notes are an integral part of these consolidated financial statements)

35
TEXAS JACK OIL & GAS CORPORATION

GLOBAL WHOLEHEALTH PARTNERS CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
          Total
      Additional   Stockholders’
  Common Stock Paid-in Retained Equity
  Shares Amount Capital Deficit (Deficit)
Balance, June 30, 2018  52,358   52   430,748   (432,215)   (1,415) 
                     
Paid-in-capital to Global Private  —     —     20,100   —     20,100 
Stock issued pursuant to Stock Purchase and Sale Agreement  56,000,000   56,000   (56,000   —     —   
Stock issued for liabilities and services  64,000   64   31,936   —     32,000 
Net loss for the year ended June 30, 2019  —     —     —     (30,867)   (30,867) 
Balance, June 30, 2019  56,116,358   56,116   426,784   (463,082)   19,818 
                     
Common stock issued to related party for cash at $0.01 per share  2,000,000   2,000   18,000   —     20,000 
Issuance of common stock for services  1,850,000   1,850   3,698,150   —     3,700,000 
Forgiveness of related party advances  —     —     443,750   —     443,750 
Discount on convertible promissory notes due to beneficial conversion feature  —     —     42,224   —     42,224 
Net loss for the year ended June 30, 2020  —     —     —     (4,285,527)   (4,285,527) 
Balance, June 30, 2020  59,966,358   59,966   4,628,908   (4,748,609)   (59,735) 
                     

(a development stage company)

STATEMENT OF OPERATIONS
For the Period from March 7, 2013 (date of inception) through June 30, 2013
OPERATING EXPENSES:    
Selling, general and administrative expenses $34,419 
Total operating expenses  (34,419)
     
Loss from operations  (34,419)
     
OTHER EXPENSE    
Interest expense  1,183 
Total other expenses  (1,183)
     
Net loss before provision of income tax  (35,602)
Income taxes   
     
Net loss $(35,602)
     
Net income (loss) per common share, basic��$(0.00)
     
Weighted average number of common shares outstanding, basic and diluted  16,000,522 
The accompanying notes are an integral part of these consolidated financial statementsstatements)

36

GLOBAL WHOLEHEALTH PARTNERS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
     
  Year Ended June 30,
  2020 2019
Cash flows from operating activities        
Net loss  (4,285,527)   (30,867) 
Adjustments to reconcile net loss to net cash flows used in operating activities:        
Common stock issued for services  3,700,000   24,202 
Common stock issued for debt settlement  —     7,798 
Accretion of debt discount  17,075   —   
Changes in operating assets and liabilities:        
Prepaid expenses and other current assets  (15,064   —   
Inventory  (152,147)   —   
Accounts payable and accrued expenses  46,321   (1,315) 
Related party payables  4,206   —   
Net cash flows from operating activities  (685,136)   (182) 
         
Cash flows from financing activities        
Proceeds from sale of common stock  20,000   20,100 
Proceeds from related party note, net  120,965   —   
Proceeds from convertible notes  95,000   —   
Proceeds from related party advances  443,750   —   
Net cash flows from  financing activities  679,715   20,100 
         
Change in cash  (5,421)   19,918 
         
Cash at beginning of period  19,918   —   
         
Cash at end of period  14,497   19,918 
         
Supplemental disclosure of cash flow information:        
Interest paid in cash  —     —   
Income taxes paid in cash  —     —   
         

(The accompanying notes are an integral part of these consolidated financial statements)

37
TEXAS JACK OIL & GAS

GLOBAL WHOLEHEALTH PARTNERS CORPORATION

(a development stage company)
STATEMENT OF STOCKHOLDERS' EQUITY
For the Period from March 7, 2013 (date of inception) through June 30, 2013
  Common stock  
Additional Paid
in Capital
  
Deficit Accumulated
During Development
    
  Shares  Amount  Amount  Stage  Total 
Shares issued on sale in June 2013 at par value  8,000,000  $8,000  $  $  $8,000 
Common shares issued for purchase of interest in mine property from the founder in May 2013 at $0.011 per share  15,000,000   15,000   150,000      165,000 
Net loss           (35,602)  (35,602)
Balance, June 30, 2013  23,000,000  $23,000  $150,000  $(35,602) $137,398 
The accompanying notes are an integral part of these financial statements
TEXAS JACK OIL & GAS CORPORATION
(a development stage company)
STATEMENT OF CASH FLOWS
For the Period from March 7, 2013 (date of inception) through June 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net loss $(35,602)
Adjustments to reconcile net loss to net cash used in operating activities:    
Changes in operating assets and liabilities:    
Accounts payable and accrued expenses  6,183 
Net cash used in operating activities  (29,419)
     
CASH FLOWS FROM INVESTING ACTIVITIES:   
     
CASH FLOWS FROM FINANCING ACTIVITIES:    
Proceeds from sale of common stock  8,000 
Payment for note receivable- officer  (46,900)
Proceeds from issuance of promissory note  40,000 
Proceeds from issuance of promissory note - shareholder  71,000 
Net cash provided by financing activities  72,100 
     
Net increase in cash  42,681 
Cash, beginning of period   
     
Cash, end of period $42,681 
     
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION    
     
Interest paid $ 
Income taxes paid $ 
     
Non cash investing and financing activities:    
Common stock issued to acquire rights in mineral property $165,000 
The accompanying notes are an integral part of these financial statements
TEXAS JACK OIL & GAS CORPORATION
(a development stage company)

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2013

2020 AND 2019

NOTE 1 – BUSINESS

Texas Jack Oil & GasOrganization and Going Concern

Organization

Global WholeHealth Partners Corporation (the “Company”), was incorporated on March 7, 2013 under the laws ofin the State of Nevada. 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 to align the company name with its focus on health care related development and products. The Company’s ticker symbol changed to GWHP.

The Company is headquartered in California and was originally organized for the purpose of exploration of Oil and Gas.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation:
As However, the Company is devoting substantially allwas unable to establish an oil and gas concern and was abandoned in 2016. On February 27, 2019, the Clark County District Court of its effortsNevada appointed Barbara Bauman as custodian to establishingthe Company. The custodian reestablished the Company in good standing.

On May 9, 2019, the Board reverse split (1-for-500) the outstanding Common Shares of 58,172,000 to 116,358 shares.

May 23, 2019, the Company and LionsGate Funding Group LLC (“LionsGate”), owner of a newmajority of the Company’s outstanding common stock as of May 23, 2019, entered into a Stock Sale and Purchase Agreement (the “SPA”) which closed on June 27, 2019. Pursuant the SPA, the Company issued 56,000,000 shares of common stock to LionsGate in exchange for 100% of their interests in Global WholeHealth Partners Corp., a private Wyoming corporation incorporated on April 9, 2019 (“Global Private”). Global Private has contacts with suppliers and contract manufacturers in the In vitro diagnostic industry, with rights to sell rapid diagnostic tests, such as the following 6 minute rapid whole blood Ebola Test, 6 minute whole blood Zika test, 8 minute whole blood rapid TB test and 75 plus other tests more than 40 which are FDA approved. Due to the common control of the Company and Global Private, pursuant to ASC 805-50-25, “Transactions Between Entities Under Common Control”, the SPA was accounted for as a transfer of the carrying amounts of assets and liabilities under the predecessor value method of accounting. Financial statement presentation under the predecessor values method of accounting as a result of a business combination between entities under common control requires the receiving entity (i.e., the Company) to report the results of operations as if both entities had been combined as of the beginning of the periods presented. The consolidated financial statements include both entities’ full results since the inception of Global Private.

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 planned principal operations have not yet commenced, there has been no revenue generated fromliquidation of liabilities in the oil well.

normal course of business. The Company has experienced net losses and negative cash flows from operations since inception and expects these conditionsnot yet established an ongoing source of revenues sufficient to continue for the foreseeable future.
The above factors raise substantial doubt ascover its operating costs to the Company's abilityallow it to continue as a going concern. The


As shown in the accompanying financial statements, have been prepared assumingthe Company incurred negative operating cash flows of $685,136 for the year ended June 30, 2020 and has an accumulated deficit of $4,748,609 from inception through June 30, 2020. 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 do not include any adjustments that may resulttherefore 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 outcomeaccompanying consolidated financial statements.

NOTE 2 – Summary of this uncertainty.Significant Accounting Policies

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.

Accounting estimates

38
Use of estimates

The preparation of consolidated financial statements in accordanceconformity with U.S. generally accepted accounting principles generally accepted in the United States(“GAAP”) requires managementManagement to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosuresdisclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

Income taxes
Deferred income tax assets

Cash and liabilities are determined based on the estimated future tax effectscash equivalents

The Company considers all highly liquid instruments purchased with an original maturity of net operating lossthree months or less and credit carry-forwards and temporary differences between the tax basis of assets and liabilities and their respective financial reporting amounts measuredmoney market accounts to be cash equivalents.

Inventory

Inventory is stated at the current enacted tax rates. lower of cost or market. 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.

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 an estimated valuation allowance on its deferred income tax assets if it is not more likely than not that these deferred income tax assets will be realized.

Fair Value of Financial Instruments
Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments.  All other significant financial assets, financial liabilities and equity instruments ofany payments received from customers prior to the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.
Revenue Recognition
The Company will recognize revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (“ASC 605-10”) which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts.
TEXAS JACK OIL & GAS CORPORATION
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2013
The Company will account for Multiple-Element Arrangements under ASC 605-10 which incorporates Accounting Standards Codification subtopic 605-25, Multiple-Element Arrangements (“ASC 605-25”). ASC 605-25 addresses accounting for arrangements that may involve the delivery orfulfilling its performance of multiple products, services and/or rights to use assets.
Concentrationsobligation(s) as deferred revenue.

Concentration of Credit Risk

and Off-Balance Sheet Risk

The Company has no significant off-balance-sheet risk such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Financial instruments and related items, whichthat potentially subject the Company to concentrations of credit risk consist primarily ofare principally cash. The Company’s policy is to place its cash and cash equivalents.in high quality financial institutions. The Company placesdoes not believe significant credit risk exists with respect to these institutions.

Significant Customers

The Company had three customers that represented 87.6% of revenue (59.6%, 17.4% and 10.6%) for the year ended June 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.

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Fair Value of Financial Instruments

The Company follows the guidance of FASB ASC 820 and ASC 825 for disclosure and measurement of the fair value of its financial instruments. FASB ASC 820 establishes a framework for measuring fair value under GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.

The three (3) levels of fair value hierarchy defined by ASC 820 are described below:

Level 1:Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2:Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3:Pricing inputs that are generally observable inputs and not corroborated by market data.

The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses, accounts payable and notes payable approximate their fair value due to their short-term nature.

Income Taxes

The Company accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credits and loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary cash investmentsdifferences and carry-forwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized. The Company reports a liability for unrecognized tax benefits resulting from uncertain income tax positions, if any, taken or expected to be taken in an income tax return. Estimated interest and penalties are recorded as a component of interest expense or other expense, respectively.

Related-Party Transactions

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 credit quality institutions. At times, such amountsthe 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 FDIC insurance limit. The Company does not have accounts receivable and allowance for doubtful accounts at June 30, 2013.

cost is reflected as compensation or distribution to related parties depending on the transaction.

Net Income (loss)(Loss) Per Common Share

The Company computes earnings (loss) per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Net

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 averageweighted-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 common stock outstanding during the year.  Diluteddiluted net income (loss)loss per share is computed using the weighted average number ofattributable to common andstockholders. The anti-dilutive securities are as follows (in common stock equivalent shares outstanding duringshares):

Year Ended
June 30, 2020
Year Ended
June 30, 2019
Convertible promissory notes10,727—  

Research and Development

Research and development costs primarily consist of research contracts for the period. Asadvancement of June 30, 2013,product development. The Company expenses all research and development costs in the period incurred.

Stock-Based Compensation

The Company has no commonaccounts for stock-based compensation in accordance with Accounting Standards Codification (“ASC”) 718, Stock Based Compensation.  ASC 718 requires all stock-based payments to directors, employees and consultants, including grants of stock equivalent shares outstanding.options, to be recognized in the consolidated statements of operations based on their fair values.

40

Recent Accounting Pronouncements

There were various updates recently issued, most of which represented technical corrections

Any reference in these notes to applicable accounting guidance is meant to refer to the accounting literatureauthoritative non-governmental US GAAP as found in the Financial Accounting Standards Board's Accounting Standards Codification.

In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-02, “Leases” (Topic 842), whereby lessees will be required to recognize for all leases at the commencement date a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. An entity may choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the financial statements as its date of initial application. If an entity chooses the second option, the transition requirements for existing leases also apply to leases entered into between the date of initial application and the effective date. The entity must also recast its comparative period financial statement and provide the disclosures required by the new standard for the comparative periods. The Company adopted the new standard on July 1, 2019. The adoption of this standard had no impact on the Company’s consolidated financial statements due to specific industriesthe Company’s leases being for periods of one year or less.

In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a free-standing equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are not expectednow subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have a material accounting effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company adopted ASU 2017-11 effective July 1, 2019. The adoption of this standard had no impact on the Company’s consolidated financial statements.

In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting, which simplifies the accounting for share-based payments made to non-employees so the accounting for such payments is substantially the same as those made to employees. Under this ASU, share based awards to non-employees will be measured at fair value on the grant date of the awards, entities will need to assess the probability of satisfying performance conditions if any are present, and awards will continue to be classified according to ASC 718 upon vesting which eliminates the need to reassess classification upon vesting, consistent with awards granted to employees. The Company adopted ASU 2018-07 effective July 1, 2019. The adoption of this standard had no impact on the Company’s consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. We do not expect the adoption of ASU 2019-12 to have a material impact on our consolidated financial statements.

We review new accounting standards as issued. Although some of these accounting standards issued or effective after the Company'send of our previous fiscal year may be applicable to us, we have not identified any standards that we believe merit discussion. We believe that none of the new standards will have a significant impact on our consolidated financial position, results of operations or cash flows.

statements.

NOTE 3 – GOING CONCERN MATTERS

Stockholder’s Equity

Preferred Stock

The accompanying financial statements have been prepared on a going concern basis,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 contemplates the realization59,966,358 and 56,116,358 shares were issued and outstanding as of assetsMarch 31, 2020 and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements during the period from March 7, 2013 (date of inception) through June 30, 2013,2019, respectively. During the year ended August 31, 2020, the number of shares increased by 3,850,000 as a result of the Company incurred net losses attributableselling 2,000,000 shares at $0.01 per share to common stockholdersLionsGate in exchange for cash of $35,602, has negative working capital (current liabilities minus current assets) of $74,502$20,000 and used $29,419 in cash for operating activities foron the period from March 7, 2013 (date of inception) through June 30, 2013. In addition, the Company is in a development stage, has yet commercialized its planned business and has not generated any revenues since inception. These factors among others raise substantial doubt about the Company’s ability to continueMay 8, 2020, issuance 1,850,000 shares valued at $2.00 as a going concernbonus for a reasonable periodprior service, including related party issuances of time.a) 500,000 shares to Charles Strongo, CEO; and b) 750,000 shares to LionsGate.

41
The Company's existence is dependent upon management's ability to develop profitable operations. Additional capital will be needed to continue developing its products and services and there can be no assurance that the Company's efforts will be successful. There is no assurance that can be given that management's actions will result in profitable operations or the resolution of its liquidity problems. The accompanying financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern.
NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
As of June 30, 2013 accounts payable and accrued liabilities for the period ending are comprised of accrued professional fees.

NOTE 4 – Related Party Transactions

During the year ended June 30, 2020, the Company received $20,000 upon the sale of 2,000,000 shares of common stock to LionsGate for $0.01 per share.

From time-to-time the Company receives shareholder advances to cover operating costs. During the year ended June 30, 2020, LionsGate provided advances totaling $564,715 which was used to pay professional fees of $57,000, general costs of $29,965 and research studies for the development of CoVid-19 related tests of $477,750. On March 30, 2020, LionsGate forgave $443,750. See Related Party Note below for additional information.

The Company utilizes the R&D capabilities of Pan Probe Biotech to perform studies in validation of the Company’s CoVid-19 tests. Dr. Shujie Cui is the Company’s Chief Science Officer and 100% owner of Pan Probe. During fiscal 2020 the Company paid a total of $511,056 to Pan Probe, including $465,250 directly from LionsGate as part of the amounts described above

Related Party Note

On March 29, 2020, the Company issued a Promissory Note (the “Note”) to LionsGate in the amount of $506,625 which was equivalent to the advances made to the Company up to March 29, 2020. On March 30, 2020, LionsGate decided it would be in the best interests of the Company to forgive the portion of the Note related to testing costs which totaled $443,750 as of March 30, 2020. As a result, the Company recognized an increase to additional paid-in capital of $443,750 leaving a Note balance of $62,875. During the three months ended June 30, 2020, LionsGate made payments totaling $58,090 on behalf of the Company with said funds added to the balance of the Note bringing the note balance to $120,965. The Note was amended on June 30, 2020 (“Note Amendment”). Pursuant to the Note and Note Amendment, the terms provide for total funding of up to $585,000 or an additional $78,375 as of March 30, 2020 or an additional $20,285 as of June 30, 2020. The Note bears interest at the rate of 5% per annum and the principal and interest is due and payable in full on June 30, 2021 (the “Maturity Date”). If not paid by the Maturity Date, a 5% penalty will be added to the Note and the term will extend for an additional 90 days.

During the year ended June 30, 2020, the Company recognized $1,316 of interest expense related to the Note.

The Note was issued by the Company under the exemption from registration afforded by Section 4(a)(2) of the Securities Act, as amended and/or Regulation D promulgated thereunder, as the securities were issued to accredited investors, without a view to distribution, and were not issued through any general solicitation or advertisement.

NOTE 5 – RELATED PARTY TRANSACTIONS

The Company’s officer and shareholder have borrowed $ 57,600 since the Company’s inception in March 2013. These are interest free advances on future executive compensation.
Convertible Promissory Notes

On March 10, 2013 ,April 18, 2020, the Company issued 15,000,000five 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%, mature 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 debt discount attributable to the founderfair value of the beneficial conversion feature amounted to $42,224 for the Vista Note and is being accreted over the term of the Vista Note.

During the year ended June 30, 2020, the Company for purchaserecognized $1,541 of interest in mine property which was valued at $165,000 being original costexpense and $17,075 of accretion related to the founder. The mine interest was assigned to the Company on May 1, 2013 through partial assignment agreement. The Company presently owns a 3% percent working lease interest in one well located in the Jack County, Texas.

Convertible Notes.

NOTE 6 – PROMISSORY NOTE- SHAREHOLDERIncome Taxes

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets at June 30, 2020 and 2019 are as follows:

  2020 2019
Deferred tax assets:        
Net operating loss carryforwards $166,545  $42,336 
Statutory tax rate  21%  21%
Total deferred tax assets  34,974   8,891 
Less: valuation allowance  (34,974)  (8,891)
Net deferred tax asset $—    $—   

A reconciliation between the amount of income tax benefit determined by applying the applicable U.S. statutory income tax rate to pre-tax loss for the years ended June 30, 2020 and 2019 is as follows:

  2020 2019
 Federal Statutory Rate  899,961   6,482 
 Nondeductible expenses  (873,877   (5,082 
 Change in allowance on deferred tax assets  26,084   1,400 
   —     —   

42
On April 15, 2013,

The net increase in the valuation allowance for deferred tax assets was $26,084 and $1,400 for the years ended June 30, 2020 and 2019, respectively. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Due to the uncertainty of realizing the deferred tax asset, management has recorded a valuation allowance against the entire deferred tax asset.

For federal income tax purposes, the Company received $71,000 on issuancehas net U.S. operating loss carry forwards at June 30, 2020 available to offset future federal taxable income, if any, of 8% unsecured promissory note from one$166,545. The utilization of the shareholder,tax net operating loss carry forwards may be limited due to ownership changes that have occurred as a result of sales of common stock.

The fiscal years 2017 through 2019 remain open to examination by federal authorities and other jurisdictions in which is due on April 15, 2014. Total interest expenses forthe Company operates.

NOTE 7 – Subsequent Events

Management has reviewed material events subsequent of the period ended June 30, 2013 on2020 and prior to the above loan was $1,813 which isfiling of our consolidated financial statements in accordance with FASB ASC 855 “Subsequent Events”.

On July 13, 2020 and August 3, 2020, 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 shown as accrueddated as of June 30, 2013. Default rateJuly 13, 2020 and August 3, 2020 for principal amounts of interest is 1.5% per month.

TEXAS JACK OIL & GAS CORPORATION
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2013
NOTE 7 – PROMISSORY NOTE
On June 7, 2013,the Geneva CPNs, the Company received net proceeds of $60,000 and $52,000 (each notes proceeds were 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. 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 July 22, 2020, 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 Registration Rights Agreement was 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. No shares have been sold to and purchased by EMC2 Capital as of the date of this report.

Concurrently with the July 22, 2020 Common Stock Purchase Agreement, the Company entered into a Common Stock Purchase Warrant with EMC2 Capital (the “EMC2 Warrant”) to subscribe for a purchase from the Company up to Two Million (2,000,000) shares of the Company’s Common Stock. The EMC2 Warrant has an initial exercise price of $1.59, the closing price of our common stock on July 22, 2020, is non-cancellable, vests upon issuance and expires on the fifth anniversary of the EMC2 Warrant date of issuance.

The foregoing Geneva SPA, Geneva CPNs and EMC2 SPA were issued by the Company under the exemption from registration afforded by Section 4(a)(2) of the Securities Act, as amended and/or Regulation D promulgated thereunder, as the securities were issued to accredited investors, without a view to distribution, and were not issued through any general solicitation or advertisement.

On July 9, 2020 and July 31, 2020, the Company received $50,000 and $40,000, respectively, from Dr. Scott Ford, Director, in exchange for restricted common stock at a price of $2.00 per share.

On July 10, 2020, the Company made a payment to LG of $60,000 in partial payment of the Note.

On August 6, 2020, the Company made a payment to LG of $50,000 in partial payment of the Note.

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Item 1. Financial Statements (Unaudited)

GLOBAL WHOLEHEALTH PARTNERS CORPORATION    
CONSOLIDATED BALANCE SHEETS        
         
   September 30,   June 30, 
   2020   2020 
ASSETS        
Current assets:        
Cash  132,614   14,497 
Prepaid expenses and other current assets  2,551   15,064 
Inventory  214,603   152,147 
Total current assets  349,768   181,708 
         
Equipment, net of accumulated depreciation of $194  3,311   —   
Total assets  353,079   181,708 
         
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)        
         
Current liabilities:        
Related party note  36,875   120,965 
Convertible notes payable, net of discount of $116,930  149,070   69,851 
Accounts payable and accrued liabilities  8,356   46,321 
Related party payables  1,845   4,306 
Total current liabilities  196,146   241,443 
Total liabilities  196,146   241,443 
         
Commitments and contingencies        
         
Stockholders' equity (deficit):        
Preferred stock; $0.001 par value, 10,000,000 shares authorized, no shares issued or outstanding at September 30, 2020 and June 30, 2020  —     —   
Common stock; $0.001 par value, 400,000,000 shares authorized, 59,966,358 shares issued and outstanding at September 30, 2020 and June 30, 2020  59,966   59,966 
Additional paid-in capital  4,752,739   4,628,908 
Common stock payable  340,000     
Retained deficit  (4,995,772)   (4,748,609) 
Total stockholders' equity (deficit)  156,933   (59,735) 
Total liabilities and stockholders' equity (deficit)  353,079   181,708 
         
(The accompanying notes are an integral part of these consolidated financial statements) 

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GLOBAL WHOLEHEALTH PARTNERS CORPORATION    
CONSOLIDATED STATEMENTS OF OPERATIONS
     
  Three Months Ended September 30,
  2020 2019
     
Revenue  15,385   —   
Cost of revenue  10,544   —   
Gross profit  4,841   —   
         
Operating expenses:        
Professional fees  33,775   14,500 
Research and development - related party  138,310   —   
Research and development  700   —   
Selling, general and administrative - related party  7,653   —   
Selling, general and administrative  25,610   4,298 
Total operating expense  206,048   18,798 
Loss from operations  (201,207)   (18,798) 
Other income (expense)        
Interest expense  (4,906)   —   
Accretion of debt discount  (41,050)  —   
Total other income (expense)  (45,956)  —   
Net loss  (247,163)  (18,798) 
         
Basic and Diluted Loss per Common Share  (0.00)  (0.00) 
         
Weighted average number of common shares outstanding - basic and diluted  59,979,728   56,116,358 
         
(The accompanying notes are an integral part of these consolidated financial statements)

45

GLOBAL WHOLEHEALTH PARTNERS CORPORATION      
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
             
  Common Stock 

Additional

Paid-in

 Common Stock Retained 

Total

Stockholders’

  Shares Amount Capital Payable Deficit Equity
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2020      
BALANCE JULY 1, 2020  59,966,358   59,966   4,628,908   —     (4,748,609)   (59,735) 
Common stock issued for cash  —     —     —     340,000   —     340,000 
Discount on convertible promissory notes due to beneficial conversion feature  —     —     123,831   —     —     123,831 
   Net loss for the three months ended September 30, 2020  —     —     —     —     (247,163)   (247,163) 
Balance, September 30, 2020  59,966,358   59,966   4,752,739   340,000   (4,995,772)   156,933 
                         
                         
                         
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2019             
BALANCE JULY 1, 2019  56,116,358   56,116   426,784   —     (463,082)   19,818 
                         
   Net loss for the three months ended September 30, 2019  —     —     —     —     (18,798)   (18,798)
Balance, September 30, 2019  56,116,358   56,116   426,784   —     (481,880)   1,020 
                         
                         
(The accompanying notes are an integral part of these consolidated financial statements)

46

GLOBAL WHOLEHEALTH PARTNERS CORPORATION    
CONSOLIDATED STATEMENTS OF CASH FLOWS
     
  Three Months Ended September 30,
  2020 2019
Cash flows from operating activities        
Net loss  (247,163)  (18,798)
Adjustments to reconcile net loss to net cash flows used in operating activities:        
Depreciation  194   —   
Accretion of debt discount  41,050   —   
Changes in operating assets and liabilities:        
(Increase) decrease in prepaid expenses and other current assets  12,513   —   
(Increase) decrease in inventory  (62,456)  (20,085) 
Increase (decrease) in accounts payable and accrued expenses  (37,965)  4,585 
Increase (decrease) related party payables  (961)  14,500 
Net cash flows from operating activities  (294,788)  (19,798) 
         
Cash flows used in investing activity        
Purchase of equipment  (3,505)   —   
Net cash flows used in investing activity  (3,505)   —   
         
Cash flows from financing activities        
Proceeds from sale of common stock  340,000   —   
Proceeds from convertible promissory notes  162,000   —   
Proceeds from related party note, net  24,410   —   
Payments of related party note  (110,000)   —   
Net cash flows from  financing activities  416,410   —   
         
Change in cash  118,117   (19,798) 
         
Cash at beginning of period  14,497   19,918 
         
Cash at end of period  132,614   120 
         
Supplemental disclosure of cash flow information:        
Interest paid in cash  —     —   
Income taxes paid in cash  —     —   
         
(The accompanying notes are an integral part of these consolidated financial statements)        

47

GLOBAL WHOLEHEALTH PARTNERS CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019

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 September 30, 2020, and for the three months ended September 30, 2020 and 2019, 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 September, 2020, results of operations for the three months ended September 30, 2020 and 2019, and stockholders’ equity and cash flows for the three months ended September 30, 2020 and 2019. 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 $294,788 for the three months ended September 30, 2020 and has an accumulated deficit of $4,995,772 from inception through September 30, 2020. 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

48

relied upon internally generated funds, and funds from the sale of stock, issuance of 5% unsecured promissory note,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 is due on November 30, 2013will be necessary should the Company be unable to continue as a going concern and subsequently extendedtherefore be required to June 1, 2014. Default raterealize its assets and discharge its liabilities in other than the normal course of interest is 1.5% per month.

business and at amounts different from those reflected in the accompanying consolidated financial statements.

NOTE 8 – STOCKHOLDERS EQUITY
Preferred stock
The Company has authorized 10,000,000 shares of preferred stock, with a par value of $0.001 per share. As of June 30, 2013, the Company has -0- shares of preferred stock issued and outstanding.
Common stock
The Company has authorized 60,000,000 shares of common stock, with a par value of $0.001 per share. As of June 30, 2013, the Company has 23,000,000 shares of common stock issued and outstanding.
In June 2013, the Company issued 8,000,000 shares on sale of its common stock for $8,000 cash.
In March 2013, the Company issued 15,000,000 of shares to the founder for purchase of interest in mine property which was valued at $165,000 being original cost to the founder. This is shown under Common stock and additional paid in capital and corresponding assets is shown in fixed assets under Rights on Mines Property.
NOTE 9 – COMMITMENTS AND CONTINGENCIES
Leases Obligations
As of June 30, 2013, the Company does not lease space for offices or operations.
Consulting Agreement
On March 2013, the Company entered into one year investor relation service agreement ie till March 2014, for the yearly flat rate of $55,000 per annum.
NOTE 10 – INCOME TAXES
The Company utilizes ASC 740 “Income Taxes”, which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.
For the period from March 7, 2013 (date of inception) through June 30, 2013, the Company had available for U.S federal income tax purposes net operating loss carryovers of approximately $35,000, which expiring through the year of 2033. The net operating loss carryovers may be subject to limitations under Internal Revenue Code due to significant changes in the Company’s ownership. The Company has provided a full valuation allowance against the full amount of the net operating loss benefit, since, in the opinion of management, based upon the earnings history of the Company it is more likely than not that the benefits will not be realized.
The income tax provision (benefit) for the period ended June 30, 2013 consist of the following:
Federal:
Current$
Deferred12,500
Total12,500
State and local:
Current
Deferred
Total
Change in valuation allowance(12,500)
Income tax provision (benefit)$
TEXAS JACK OIL & GAS CORPORATION
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2013
The provision for income taxes differ from the amount of income tax determined by applying the applicable U.S. statutory rate to losses before income tax expense for the period ended June 30, 2013 as follows:
Statutory federal income tax rate(35.0%)
Statutory state and local income tax rate, net of federal benefit(0%)
Change in valuation allowance35.0%
Effective tax rate0.00%
Deferred income taxes result from temporary differences in the recognition of income and expenses for financial reporting purposes and for tax purposes. The tax effect of these temporary differences representing deferred tax asset and liabilities result principally from the following:
Deferred tax assets (liabilities):    
Net operating loss carry forward $12,500 
Less: valuation allowance  (12,500)
Net deferred tax asset $ 
The Company has not yet filed its tax returns for the period from March 7, 2013 (date of inception) through June 30, 2013.
The provisions of ASC 740 require companies to recognize in their financial statements the impact of a tax position if that position is more likely than not to be sustained upon audit, based upon the technical merits of the position. ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken on a tax return. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure.
Management does not believe that the Company has any material uncertain tax positions requiring recognition or measurement in accordance with the provisions of ASC 740. Accordingly, the adoption of these provisions of ASC 740 did not have a material effect on the Company’s financial statements. The Company’s policy is to record interest and penalties on uncertain tax positions, if any, as income tax expense.
All tax years for the Company remain subject to future examinations by the applicable taxing authorities.
NOTE 11 – SUBSEQUENT EVENT
Management has evaluated subsequent events from July 1, 2013 through January 27, 2014, which is the date the financial statements were available to be issued.
On January 15, 2014 the Company sold Four Hundred Thousand (400,000) shares of common stock to David Parker for $400.
On September 5, 2013, the Company received $5,000 on issuance of 8% unsecured promissory note, which is due on September 5, 2014. Default rate of interest is 1.5% per month. 
TEXAS JACK OIL & GAS CORPORATION.
(a development stage company)
CONDENSED BALANCE SHEET S
  March 31,  June 30, 
  2014  2013 
  (unaudited)    
ASSETS      
Current assets      
Cash
 
$
885
  
$
42,681
 
Total Current Assets
  
885
   
42,681
 
         
Loan receivable - officer
  
53,550
   
46,900
 
Right on mine property
  
165,000
   
165,000
 
         
Total Assets
 
$
219,435
  
$
254,581
 
         
LIABILITIES AND (DEFICIENCY IN) STOCKHOLDERS' EQUITY
        
Current liabilities
        
Notes payable
 
$
45,000
  
$
40,000
 
Note payable - related party
  
-
   
71,000
 
Accounts payable and accrued expenses
  
1,805
   
5,000
 
Accrued interest - related party
  
5,417
   
1,183
 
Total current liabilities
  
52,222
   
117,183
 
Non-Current liabilities
        
Note payable - related party
  
71,000
   
-
 
Total non-current liabilities
  
71,000
   
-
 
         
Total Liabilities
  
123,222
   
117,183
 
         
Commitments and contingencies
  
-
   
-
 
         
Stockholders' equity (deficit)
        
         
Preferred stock, $0.001 par value, 10,000,000 shares authorized
  
-
   
-
 
Common stock, $0.001 par value, 60,000,000 shares authorized, 23,400,000 and 23,000,000 shares issued and outstanding as of March 31, 2014 and June 30, 2013, respectively
  
23,400
   
23,000
 
Additional paid in capital
  
150,000
   
150,000
 
Deficit accumulated during the development stage
  
(77,187
)
  
(35,602
)
Total (deficiency in) stockholders' equity
  
96,213
   
137,398
 
         
Total liabilities and (deficiency in) stockholders' equity
 
$
219,435
  
$
254,581
 
The accompanying notes are an integral part of these unaudited condensed financial statements
TEXAS JACK OIL & GAS CORPORATION
(a development stage company)
UNAUDITED CONDENSED STATEMENT OF OPERATIONS
  
For the
Three Months ended
  
For the Period
From March 7, 2013
(inception) through
  
For the
Nine Months ended
  
For the Period
From March 7, 2013
(inception) through
 
  March 31,  March 31,  March 31,  March 31, 
  2014  2013  2014  2014 
             
Revenue
 
$
386
  
$
-
  
$
4,083
  
$
4,083
 
                 
Operating expenses:
                
Selling, general and administrative expenses
  
5,331
   
9
   
39,629
   
74,048
 
                 
Total operating expenses
  
5,331
   
9
   
39,629
   
74,048
 
                 
Net Operating Loss
  
(4,945
)
  
(9
)
  
(35,546
)
  
(69,965
)
                 
Other expense
                
Interest expense
  
1,993
   
-
   
6,039
   
7,222
 
Total other expenses
  
1,993
   
-
   
6,039
   
7,222
 
                 
Loss before provision for income taxes
  
(6,938
)
  
(9
)
  
(41,585
)
  
(77,187
)
                 
Provision for income taxes
  
-
   
-
   
-
   
-
 
                 
Net income (loss)
 
$
(6,938
)
 
$
(9
)
 
$
(41,585
)
 
$
(77,187
)
                 
Net income (loss) per share - basic
 
$
(0.00
)
 
$
(0
)
 
$
(0.00
)
    
                 
Net income (loss) per share - diluted
 
$
(0.00
)
 
$
(0
)
 
$
(0.00
)
    
                 
Weighted average shares outstanding - basic
  
23,324,444
   
13,125,000
   
23,106,569
     
                 
Weighted average shares outstanding - diluted
  
23,324,444
   
13,125,000
   
23,106,569
     
The accompanying notes are an integral part of these unaudited condensed financial statements
TEXAS JACK OIL & GAS CORPORATION
(a development stage company)
UNAUDITED CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY
For the Period from March 7, 2013 (date of inception) through March 31, 201 4
           Deficit    
           Accumulated  Total 
        Additional  During  (Deficiency in) 
  Common Stock  Paid-In  Development  Stockholders' 
  Shares  Amount  Capital  Stage  Equity 
                
 Common stock issued for purchase of mine property from   the founder in March, 2013 at $0.011 per share
  
15,000,000
  
$
15,000
  
$
150,000
  
$
-
  
$
165,000
 
 Common stock issued on sale to founder in June, 2013 at par value
  
8,000,000
   
8,000
   
-
   
-
   
8,000
 
 Net loss for the period of Inception (March 7, 2013) through June 30, 2013
  
-
   
-
   
-
   
(35,602
)
  
(35,602
)
 Balance, June 30, 2013
  
23,000,000
  
$
23,000
  
$
150,000
  
$
(35,602
)
 
$
137,398
 
 Common stock issued for cash at $0.001
  
400,000
   
400
     -     -   
400
 
 Net loss for the nine months ended March 31, 2014
  
-
   
-
   
-
   
(41,585
)
  
(41,585
)
 Balance, March 31, 2014
  
23,400,000
  
$
23,400
  
$
150,000
  
$
(77,187
)
 
$
96,213
 
The accompanying notes are an integral part of these unaudited condensed financial statements
TEXAS JACK OIL & GAS CORPORATION
(a development stage company)
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS
     For the Period  For the Period 
  For the  From March 7, 2013  From March 7, 2013 
  Nine Months ended  (inception) through  (inception) through 
  March 31,  March 31,  March 31, 
  2014  2013  2014 
          
          
CASH FLOWS FROM OPERATING ACTIVITIES         
Net loss
 
$
(41,585
)
 
$
(9
)
 
$
(77,187
)
Adjustments to reconcile net loss to net cash used in operating activities:
            
Changes in assets and liabilities:
            
Accrued interest - shareholder
  
(3,195
)
  
-
   
(3,195
)
Accounts payable and accrued expenses
  
4,234
   
-
   
10,417
 
Accounts payable, related party
  
-
   
100
   
-
 
             
Net cash (used in) provided by operating activities
  
(40,546
)
  
91
   
(69,965
)
             
CASH FLOWS FROM INVESTING ACTIVITIES
  
-
   
-
   
-
 
             
CASH FLOWS FROM FINANCING ACTIVITIES
            
Proceeds from sale of common stock
  
400
   
-
   
8,400
 
Payments to officer under note receivable
  
(10,700
)
  
-
   
(57,600
)
Repayments from officer under note receivable
  
4,050
   
-
   
4,050
 
Proceeds from issuance of promissory note
  
5,000
   
-
   
45,000
 
Proceeds from issuance of promissory note - shareholder
  
-
   
-
   
71,000
 
             
Net cash (used in) provided by financing activities
  
(1,250
)
  
-
   
70,850
 
             
Net (decrease) increase in cash and cash equivalents
  
(41,796
)
  
91
   
885
 
             
Cash and cash equivalents at beginning of period
  
42,681
   
-
   
-
 
             
Cash and cash equivalents at end of period
 
$
885
  
$
91
  
$
885
 
             
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
            
Interest paid
 
$
-
  
$
-
  
$
-
 
Income taxes paid
 
$
-
  
$
-
  
$
-
 
             
NON CASH TRANSACTIONS
            
Common stock issued to acquire rights in mineral properties
 
$
-
  
$
165,000
  
$
165,000
 
The accompanying notes are an integral part of these unaudited condensed financial statements
TEXAS JACK OIL & GAS CORPORATION
(a development stage company)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 201 4
NOTE 1 – BUSINESS
Texas Jack Oil & Gas Corporation (the “Company”), was incorporated on March 7, 2013 under the laws of the State of Nevada. The Company is headquartered in California and was organized for the purpose of exploration of Oil and Gas.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation:
As the Company is devoting substantiallySignificant Accounting Policies

New Accounting Pronouncements Not Yet Adopted

We evaluate all of its efforts to establishing a new business, and planned principal operations have not yet commenced, there has been no revenue generated from the oil well.

The Company has experienced net losses and negative cash flows from operations since inception and expects these conditions to continue for the foreseeable future.
The above factors raise substantial doubt as to the Company's ability to continue as a going concern. The accompanying unaudited condensed financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that may result from the outcome of this uncertainty.
Use of estimates
The preparation of unaudited condensed financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Income taxes
Deferred income tax assets and liabilities are determined based on the estimated future tax effects of net operating loss and credit carry-forwards and temporary differences between the tax basis of assets and liabilities and their respective financial reporting amounts measured at the current enacted tax rates. The Company records an estimated valuation allowance on its deferred income tax assets if it is not more likely than not that these deferred income tax assets will be realized.
Fair Value of Financial Instruments
Accounting Standards Codification subtopic 825-10,Updates (ASUs) issued by the Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments.  All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.
Revenue Recognition
The Company will recognize revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (“ASC 605-10”) which requires that four basic criteria mustBoard (FASB) for consideration of their applicability. ASUs not included in our disclosures were assessed and determined to be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts.
TEXAS JACK OIL & GAS CORPORATION
(a development stage company)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 201 4
The Company will account for Multiple-Element Arrangements under ASC 605-10 which incorporates Accounting Standards Codification subtopic 605-25, Multiple-Element Arrangements (“ASC 605-25”). ASC 605-25 addresses accounting for arrangements that may involve the deliveryeither not applicable or performance of multiple products, services and/or rights to use assets.
Concentrations of Credit Risk
Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with credit quality institutions. At times, such amounts may be in excess of the FDIC insurance limit. The Company does not have accounts receivable and allowance for doubtful accounts at March 31, 201 4 and June 30, 2013.
Net Income (loss) Per Common Share
The Company computes earnings (loss) per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year.  Diluted net income (loss) per share is computed using the weighted average number of common and common stock equivalent shares outstanding during the period. As of March 31, 201 4 and June 30, 2013, the Company has no common stock equivalent shares outstanding.
Recent Accounting Pronouncements
There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's unaudited condensed financial position, resultsour Consolidated Financial Statements.

Accounting Pronouncements Recently Adopted

None.

Principles of operations or cash flows.

NOTE 3 – GOING CONCERN MATTERS
The accompanying unaudited condensedConsolidation

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 preparedeliminated.

Inventory

Inventory is comprised of finished goods and stated at the lower of cost or net realizable value. Inventory cost is determined on a going concernweighted 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.

Equipment

Fixed assets are carried at cost, less accumulated depreciation. Major improvements are capitalized, while repair and maintenance are expensed when incurred. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in that period.

Depreciation is computed on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are:

Estimated
Useful Lives
Computer equipment and software3 years
Equipment, furniture and fixtures5 years

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.

49

Revenue from product sales is generally recognized upon shipment to the end customer, which contemplatesis when control of the realization of assetsproduct is deemed to be transferred. Invoicing typically occurs prior to shipment and the satisfactionterm between invoicing and when payment is due is not significant.

Revenue is recorded net of liabilities in the normal coursediscounts, and sales taxes collected on behalf of business. As shown in the accompanying financial statements during the periodgovernmental authorities. Sales commissions are recorded as selling and marketing expenses when incurred.

The Company records any payments received from March 7, 2013 (date of inception) through March 31, 201 4 ,customers prior to the Company incurredfulfilling its performance obligation(s) as deferred revenue.

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.

Net Income (Loss) Per Share

Basic net lossesloss per common share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of $ 77,187 , has negative working capital (current assets minus current liabilities ) of $ 51,337 as of March 31, 201 4 and used $ 40,546 in cash for operating activities for the nine months ended March 31, 201 4 . In addition, the Company is in a development stage, has yet commercialized its planned business and has generated very less revenues since inception. These factors among others raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

The Company's existence is dependent upon management's ability to develop profitable operations. Additional capital will be needed to continue developing its products and services and there can be no assurance that the Company's efforts will be successful. There is no assurance that can be given that management's actions will result in profitable operations or the resolution of its liquidity problems. The accompanying unaudited condensed financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern.
NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
As of March 31, 201 4 accounts payable and accrued liabilitiescommon shares outstanding for the period, endingwithout 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 accrued interest.
TEXAS JACK OIL & GAS CORPORATION
(a development stage company)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 201 4
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):

  September 30,
  2020 2019
Convertible promissory notes  271,849   10,727 
         

NOTE 3 – Equipment

Equipment consists of the following:

  September 30, June 30,
  2020 2019
Computers, office equipment and software $3,505  $—   
      Total equipment  3,505   —   
Accumulated depreciation  (194)  —   
Equipment, net $3,311  $—   
         

During the three months ended September 30, 2020, the Company purchased $3,505 of computer equipment. During the three months ended September 30, 2020, the Company recognized depreciation expense of $194.

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 59,966,358 shares were issued and outstanding as of September 30, 2020 and June 30, 2020.

On July 9, 2020, the Company and Dr. Scott Ford, Director, entered into a subscription agreement for the purchase 45,000 shares of common stock at a price of $2.00 per share which represents a 50% discount to the share price due to the lack of marketability and the thinly traded nature of our common stock on the OTC.

On September 24, 2020, the Company and Dr. Scott Ford, Director, entered into a subscription agreement for the purchase 219,298 shares of common stock at a price of $1.14 per share which represents a 50% discount to the share price due to the lack of marketability and the thinly traded nature of our common stock on the OTC.

50

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 ro two million (2,000,000) shares of common stock (the “Commitment Warrant”). 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 effectivness of the shelf registration statement registering the Purchase Shares, issuance of the Commitment Shares and Commitment Warrant. As of the date of this quarterly report, the Company has not filed a registration statement registering the Puchase Shares. The company is currently in negotiations with EMC2 Capital to modify or cancel the EMC2 SPA in order to better align the financing needs of the Company with the terms of the EMC2 SPA.

NOTE 5 – RELATED PARTY TRANSACTIONS

Related Party Transactions

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 3 – Stockholders’ Equity” above for additional information.

From time-to-time the Company receives shareholder advances to cover operating costs. During the three months ended September 30, 2020, LionsGate provided advances totaling $24,110 which was used to pay professional fees and general costs. See Related Party Note below for additional information.

The Company’s officer and shareholder have borrowed $ 53,550, netCompany utilizes the R&D capabilities of repaymentsPan Probe Biotech to perform studies in validation of $4,050 since the Company’s inceptionCOVID-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 March 2013. These are interest free advances.

full in April 2020. Dr. Shujie Cui is the Company’s Chief Science Officer and 100% owner of Pan Probe. During the three months ended September 30, 2020 the Company paid a total of $135,000 to Pan Probe and recognized $7,653 of rent expense.

Related Party Note

On March 10, 2013 ,29, 2020, the Company issued 15,000,000a Promissory Note (the “Note”) to LionsGate in the amount of shares$506,625 which was equivalent to the founderadvances made to the Company up to March 29, 2020. On March 30, 2020, LionsGate decided it would be in the best interests of the Company to forgive the portion of the Note related to testing costs which totaled $443,750 as of March 30, 2020. As a result, the Company recognized an increase to additional paid-in capital of $443,750 leaving a Note balance of $62,875. During the three months ended June 30, 2020, LionsGate made payments totaling $58,090 on behalf of the Company with said funds added to the balance of the Note bringing the note balance to $120,965. The Note was amended on June 30, 2020 (“Note Amendment”). Pursuant to the Note and Note Amendment, the terms provide for purchasetotal funding of up to $585,000. During the three months ended September 30, 2020, 1) LionsGate made payments totaling $24,410 on behalf of the Company with said funds added to the balance of the Note; and 2) the Company made payments against the Note totaling $110,000 resulting in a Note balance of $36,875. The Note bears interest at the rate of 5% per annum and the principal and interest is due and payable in full on June 30, 2021 (the “Maturity Date”). If not paid by the Maturity Date, a 5% penalty will be added to the Note and the term will extend for an additional 90 days.

During the three months ended September 30, 2020, the Company recognized $411 of interest in mine property which was valued at $165,000 being original costexpense related to the founder. The mine interest was assigned to the Company on May 1, 2013 through partial assignment agreement. The Company presently owns a 3% percent working lease interest in one well located in the Jack County, Texas

Note.

NOTE 6 – PROMISSORY NOTE- SHAREHOLDER

Convertible Promissory Notes

On April 15, 2013,18, 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%, mature 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 debt discount attributable to the fair value of the beneficial conversion feature amounted to $42,224 for the Convertible Notes and is being accreted over the term of the Convertible Notes.

On July 13, 2020 and August 3, 2020 and September 8, 2020, 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 and August 3, 2020 and September 8, 2020 for principal amounts of $63,000, $55,000 and $53,000, respectively (the "Geneva CPNs"). Pursunt to the terms of the Geneva CPNs, the Company received $71,000 on issuancenet proceeds of 8% unsecured promissory note$60,000, $52,000 and $50,000 (the proceeds from one of the shareholder, which was originally due on April 15, 2014. During the three and nine months ended March 31, 2014, the Company recorded interest expense of $1,401 and $4,234, respectively, on this loan. Total accrued interest as of March 31, 2014 and June 30, 2013 is $5,417 and $1,183, respectively.  The default rate of interest is 1.5% per month. In May 2014, the due date of thiseach note was extended to October 1, 2015 (see Note 11).

NOTE 7 – PROMISSORY NOTE
On June 7, 2013, the Company received $40,000 on issuancefunded net of 5% unsecured promissory note, which was originally due on November 30, 2013. On January 15, 2014, the due date$3,000 in legal fees). The Geneva CPNs mature in one year, accrue interest of this note was extended to June 1, 2014. During the three10% and, nine months ended March 31, 2014, the Company recorded interest expense of $493 and $1,605, respectively, on this note. Total accrued interest as of March 31, 2014 and June 30, 2013 is $1,605 and $0, respectively.  On May 29, 2014, the due date of this note was further extended to December 31, 2014 (see Note 11).
On September 5, 2013, the Company received $5,000 on issuance of 8% unsecured promissory note, which is due on September 5, 2014. Default rate of interest is 1.5% per month. During the three and nine months ended March 31, 2014, , the Company recorded interest expense of $99 and $200, respectively, on this note; total accrued interest as of December 31, 2013 is $200.
NOTE 8 – STOCKHOLDERS EQUITY
Preferred stock
The Company has authorized 10,000,000 shares of preferred stock, with a par value of $0.001 per share. As of March 31, 201 4 and June 30, 2013, the Company has 0 shares of preferred stock issued and outstanding.
Common stock
The Company has authorized 60,000,000after 180 days, are convertible into shares of common stock withany time at a par valueconversion price equal to 58% of $0.001 per share. As of March 31, 201 4the lowest trading price during the twenty-trading day period ending on the latest complete trading day prior to the conversion date. Geneva has agreed to restrict its ability to convert the Geneva CPNs and June 30, 2013, the Company had 23,400,000 and 23,000,000receive shares of common stock issued and outstanding , respectively .
On March 10, 2013,such that the Company issued 15,000,000number of shares to the founder for purchase of interest in mine property which was valued at $165,000 being original cost to the founder. This is shown under Common stock and additional paid in capital and corresponding assets is shown in fixed assets under Rights on Mines Property.
In June 2013, the Company issued 8,000,000 shares on sale of its common stock for $8,000 cash.
On January 15, 2014 the Company sold 400,000 shares of common stock to David Parkerheld 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 $400 cash.
NOTE 9 – COMMITMENTS AND CONTINGENCIES
Leases Obligations
As of March 31, 201 4 ,penalties and rescission rights if the Company does not lease space for offices or operations.
Consulting Agreement
On March 2013,deliver shares of our common stock upon conversion within the Company entered into one year investor relation service agreement which was originally duerequired timeframes. In the event of default, the note interest rate increases to expire March 2014, for22%.

The debt discount attributable to the annual flat ratefair value of $55,000. In March 2014, this agreement was renewed for an additional year to March 2015.

TEXAS JACK OIL & GAS CORPORATION
(a development stage company)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 201 4
NOTE 10 – INCOME TAXES
The Company utilizes ASC 740 “Income Taxes”, which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been includedbeneficial conversion feature contained in the financial statement or tax returns. Under this method, deferred tax liabilitiesGeneva CPNs amounted to $123,831 and assets are determined based onis being accreted over the difference between financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.
For the period from March 7, 2013 (date of inception) through March 31, 201 4 , the Company had available for U.S federal income tax purposes net operating loss carryovers of approximately $70,000, which expiring through the year of 2033. The net operating loss carryovers may be subject to limitations under Internal Revenue Code due to significant changes in the Company’s ownership. The Company has provided a full valuation allowance against the full amountterm of the net operating loss benefit, since, in the opinion of management, based upon the earnings history of the Company it is more likely than not that the benefits will not be realized.
The income tax provision (benefit) for the period ended March 31, 201 4 consists of the following:
Geneva CPNs.

Federal:
Current$
Deferred11,000
Total
11 , 000
State and local:
Current
Deferred
Total
 
Change in valuation allowance(11,000)
Income tax provision (benefit)$51 
The provision for income taxes differ from

During the amountthree months ended September 30, 2020, the Company recognized $4,495 of income tax determined by applyinginterest expense and $41,050 of accretion related to the applicable U.S statutory rate to losses before income tax expense forConvertible Notes and Geneva CPNs.

NOTE 7 – Subsequent Events

Management has reviewed material events subsequent of the period ended March 31, 201 4 as follows:

Statutory federal income tax rate(35.0%)
Statutory state and local income tax rate, net of federal benefit(0%)
Change in valuation allowance35.0%
Effective tax rate0.00%
Deferred income taxes result from temporary differences inSeptember 30, 2020 and prior to the recognitionfiling of income and expenses forour consolidated financial reporting purposes and for tax purposes. The tax effect of these temporary differences representing deferred tax asset and liabilities result principally from the following:
Deferred tax assets (liabilities):    
Net operating loss carry forward $23,500 
Less: valuation allowance  (23,500)
Net deferred tax asset $ 
The Company has not yet filed its tax returns for the period from March 7, 2013 (date of inception) through March 31, 201 4 .
TEXAS JACK OIL & GAS CORPORATION
(a development stage company)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 201 4
The provisions of ASC 740 require companies to recognize in their financial statements the impact of a tax position if that position is more likely than not to be sustained upon audit, based upon the technical merits of the position. ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken on a tax return. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure.
Management does not believe that the Company has any material uncertain tax positions requiring recognition or measurement in accordance with FASB ASC 855 “Subsequent Events”.

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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

This prospectus omits some information contained in the provisionsregistration statement in accordance with SEC rules and regulations. You should review the information and exhibits included in the registration statement of ASC 740. Accordingly,which this prospectus is a part for further information about us and the adoptionsecurities we are offering. Statements in this prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by reference to these filings. You should review the complete document to evaluate these statements.

The SEC allows us to “incorporate by reference” information we file with it, which means that we can disclose important information to you by referring you to other documents. The information incorporated by reference is considered to be a part of these provisions of ASC 740 did notthis prospectus. Information contained in this prospectus supersedes information incorporated by reference that we have a material effect onfiled with the Company’s financial statements. The Company’s policy isSEC prior to record interest and penalties on uncertain tax positions, if any, as income tax expense.

All tax years for the Company remain subject to future examinations by the applicable taxing authorities.
NOTE 11 – SUBSEQUENT EVENT

On May 29, 2014, the due date of this prospectus.

We incorporate by reference the Promissory Notefollowing documents listed below (excluding any document or portion thereof to Shareholder in the principal amountextent such disclosure is furnished and not filed):

·Our Annual Report on From 10-K for the period ended June 30, 2020;
·Our Registration Statement on Form 10-12G/A filed with the SEC on April 2, 2020;
·Our Quarterly Report on Form 10-Q for the period ended September 30, 2020; and
·Our Current Reports on Form 8-K filed with the SEC November 3, 2020,and November 10, 2020.

In addition, we hereby incorporate by reference into this prospectus all documents that we file with the SEC under Sections 13(a), 13(c), 14, or 15(d) of $71,000 was extended from June 1, 2014 to October 1, 2015. (See note 6).

On May 29, 2014, the dueExchange Act after the effective date of this Registration Statement and before we terminate the Promissory Noteoffering under this prospectus. These documents include periodic reports, such as annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K (other than current reports or portions thereof furnished under Items 2.02 or 7.01 of Form 8-K, unless specifically incorporated herein), as well as proxy statements.

We will provide without charge to Jimmy Yanezeach person, including any beneficial owner, to whom a copy of this prospectus is delivered, upon written or oral request, a copy of any or all of the foregoing documents which we incorporate by reference in this prospectus (not including exhibits to such documents unless such exhibits are specifically incorporated by reference to such documents). Requests should be directed to:

Global WholeHealth Partners Corporation

2227 Avenida Oliva

San Clemente, California

(714) 392-9752

A copy of any or all of the principal amount of $40,000 was extended from June 1, 2014 to foregoing documents which we incorporate by reference in this prospectus may be accessed on our corporate web site at www.gwhpcorp.com (Click the “Investors” link and then the “SEC Filings” link).

11,993,271 Shares

A close up of a logo

Description automatically generated

Common Stock

PROSPECTUS

December 31, 2014. (See note 7).

17, 2020

53
DEALER PROSPECTUS DELIVERY OBLIGATION
"UNTIL ______________, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS."

INFORMATION NOT REQUIRED IN THE PROSPECTUS

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Item 13. Other Expenses of Issuance and Distribution

The estimated costs of the Offering are denoted below. Please notefollowing table sets forth all amounts are estimatesexpenses, other than the Commission'sunderwriting discounts and commissions, payable by the registrant in connection with the sale of the common stock being registered. All the amounts shown are estimates except the SEC registration fee.

Securities and Exchange Commission registration fee $65 
Accounting fees and expenses $10,500 
Legal fees $15,000 
Preparation and EDGAR conversion fees $2,100 
Printing $200 
Total $27,865 
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The By-Laws

  Total
SEC registration fee $6,542.33 
Printing and engraving expenses  1,000 
Legal fees and expenses  15,000 
Accounting fees and expenses  17,000 
Transfer agent and registrar fees  1,000 
Miscellaneous  1,000 
Total $41,542.33 

Item 14. Indemnification of Texas Jack Oil & Gas Corporation allow for theDirectors and Officers

Nevada Revised Statutes, NRS 78.7502 Discretionary and mandatory indemnification of the officers, directors, employees and directors in regard to their carrying out the duties of their offices. The board of directors will make determination regarding the indemnification of the director, officer or employee as is proper under the circumstances if he/she has met the applicable standard of conduct set forth in the Nevadaagents: General Corporation Law.

Section 78.751 of the Nevada Business Corporation Act provides that each corporation shall have the following powers:
"provisions.

1. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of anythe fact that hethe person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneysattorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by himthe person in connection with the action, suit or proceeding if he actedthe person:

(a) Is not liable pursuant to NRS 78.138; or

(b) Acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe histhe conduct was unlawful.

The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a pleasplea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person is liable pursuant to NRS 78.138 or did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, andor that, with respect to any criminal action or proceeding, he or she had a reasonable cause to believe that histhe conduct was unlawful.

2. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that hethe person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneysattorneys' fees actually and reasonably incurred by himthe person in connection with the defense or settlement of the action or suit if he actedthe person:

(a) Is not liable pursuant to NRS 78.138; or

(b) Acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation.

Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals there from,therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

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3. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in sectionssubsections 1 and 2, or in defense of any claim, issue or matter therein, he must be indemnified by the corporation shall indemnify him or her against expenses, including attorneysattorneys' fees, actually and reasonably incurred by him or her in connection with the defense.

4. Any indemnification under sections 1

(Added to NRS by 1997, 694; A 2001, 3175)

The Registrant also maintains a directors’ and 2, unless orderedofficers’ liability insurance policy that insures the Registrant’s directors and officers against such liabilities as are customarily covered by a courtsuch policies.

Item 15. Recent Sales of Unregistered Securities

During the past three years, we have sold and issued the following unregistered securities.

On April 28, 2019, the Company issued 64,000 shares to Barbara Bauman, former executive officer, valued at $32,000, or advanced pursuantthe par value of our common stock (pre Reverse Split, defined below) at the time of issuance, in order to section 5, must be made by the corporation only as authorized in the specific case upon a determination that indemnificationreimburse Mrs. Bauman for $7,798 of the director, officer, employee or agent is proper in the circumstances. The determination must be made:

a.By the stockholders;
b.By the board of directors by majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding;
c.If a majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding so orders, by independent legal counsel, in a written opinion; or
d.If a quorum consisting of directors who were not parties to the act, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.
5. The certificate of articles of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officerCompany and to repaycompensate Mrs. Bauman as to $24,202 for her valuable services.

On May 23, 2019, the Company and LionsGate Funding Group LLC (“LionsGate”), owner of a majority of the Company’s outstanding common stock as of May 23, 2019, entered into a Stock Sale and Purchase Agreement (the “SPA”) which closed on June 27, 2019. Pursuant the SPA, the Company issued 56,000,000 shares of common stock to LionsGate in exchange for 100% of their interests in Global WholeHealth Partners Corp., a private Wyoming corporation incorporated on April 9, 2019 (“Global Private”). Global Private has contacts with suppliers and contract manufacturers in the In vitro diagnostic industry, with rights to sell rapid diagnostic tests, such as the following 6 minute rapid whole blood Ebola Test, 6 minute whole blood Zika test, 8 minute whole blood rapid TB test and 75 plus other tests more than 40 which are FDA approved. Due to the common control of the Company and Global Private, pursuant to ASC 805-50-25, “Transactions Between Entities Under Common Control”, the SPA was accounted for as a transfer of the carrying amounts of assets and liabilities under the predecessor value method of accounting. Financial statement presentation under the predecessor values method of accounting as a result of a business combination between entities under common control requires the receiving entity (i.e., the Company) to report the results of operations as if both entities had been combined as of the beginning of the periods presented. The consolidated financial statements include both entities’ full results since the inception of Global Private.

On March 29, 2020, the Company issued a Promissory Note (the “Note”) to LionsGate in the amount of $506,625 which was equivalent to the advances made to the Company up to March 29, 2020. On March 30, 2020, LG decided it would be in the best interests of the Company to forgive the portion of the Note related to testing costs which totaled $443,750. As a result, the Company recognized $443,750 of other income for the three and six months ended March 31, 2020 leaving a Note balance of $62,875. The terms of the Note provide total funding of up to $585,000 or an additional $78,375. The Note bears interest at the rate of 5% per annum and the principal and interest is due and payable in full in 90 days on June 30, 2020. If not paid within the 90 days a 5% penalty will be added to the Note and the term will extend for an additional 90 days.

During the nine months ended March 31, 2020, the number of shares increased by 2,000,000 as a result of the Company selling 2,000,000 shares at $0.01 per share to LionsGate in exchange for cash of $20,000.

On May 8, 2020, the Company issued 1,850,000 shares valued at $2.00 as a bonus for prior service, including related party issuances of a) 500,000 shares to Charles Strongo, CEO; and b) 750,000 shares to LionsGate.

On July 9, 2020 and July 31, 2020, the Company received $50,000 and $40,000, respectively, from Dr. Scott Ford, Director, in exchange for restricted common stock at a price of $2.00 per share.

On July 13, 2020 and August 3, 2020, 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 and August 3, 2020 for principal amounts of $63,000 and $55,000, respectively (the "Geneva CPNs"). Pursunt to the terms of the Geneva CPNs, the Company received net proceeds of $60,000 and $52,000 (each notes proceeds were 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. 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 it is ultimately determined bythe 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 July 22, 2020, Company entered into a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. The provisions of this section do not affect any rights to advancement of expensesCommon Stock Purchase Agreement (the “EMC2 SPA”) and a Registration Rights Agreement with EMC2 Capital, LLC (“EMC2 Capital”) pursuant to which corporate personnel other than director or officers may be entitled under any contract or otherwise by law.

6.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 indemnificationRegistration Rights Agreement was an inducement to EMC2 Capital to execute and advancement of expenses authorized in or ordered by a court pursuantdeliver the Common Stock Purchase Agreement, whereby the Company agreed to this section:
a.Does not include any otherprovide certain registration rights to which a person seeking indemnification or advancement of expenses may be entitled under the certificate or articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to section 2 or for the advancement of expenses made pursuant to section 5, may not be made to or on behalf of any director or officer if a final adjudication establishes that his acts or commission involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action.
b.Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.
c.The Articles of Incorporation provides that "the Corporation shall indemnify its officers, directors, employees and agents to the fullest extent permitted by the General Corporation Law of Nevada, as amended from time to time."
As to indemnification for liabilities arising under the Securities Act of 1933, for directors, officers or persons controlling Perkins Oil & Gas, we have been informed that inas amended, and the opinion ofrules and regulations thereunder, and applicable state securities laws, with respect to the Securities and Exchange Commission such indemnification is against public policy and unenforceable.
RECENT SALES OF UNREGISTERED SECURITIES
Set forth below is information regarding the issuance and sales of securities without registration since inception. No such sales involved the use of an underwriter; no advertising or public solicitation was involved; the securities bear a restrictive legend; and no commissions were paid in connection with the sale of any securities.
In March 2013, a total of 15,000,000 shares of common stock were issued in exchange of rights in mine property valued at $165,000, or $0.011 per share.
In June of 2013 through January 2014, Texas Jack Oil & Gas Corporationissuable for EMC2 Capital’s investment pursuant to the Common Stock Purchase Agreement. No shares have been sold to and purchased by EMC2 Capital as of the date of this report.

55

Concurrently with the July 22, 2020 Common Stock Purchase Agreement, the Company entered into a private placement under Rule 506Common Stock Purchase Warrant with EMC2 Capital (the “EMC2 Warrant”) to subscribe for a purchase from the Company up to Two Million (2,000,000) shares of the Company’s Common Stock. The EMC2 Warrant has an initial exercise price of $1.59, the closing price of our common stock on July 22, 2020, is non-cancellable, vests upon issuance and expires on the fifth anniversary of the EMC2 Warrant date of issuance.

Unless otherwise stated above, the issuance of the above securities was deemed to be exempt from the registration requirements of the Securities Act by virtue of 1933 sold 8,400,000 common shares for $8,400 in cash, or $0.001 per share toSection 4(a)(2) thereof, as a total of ten investors.

EXHIBITS INDEX
transaction by an issuer not involving a public offering.

Item 16. Exhibits and Financial Statement Schedules

Exhibit No.Description
Exhibit 3.1*Articles of Incorporation
Exhibit 3.2*Bylaws
Exhibit 10.1*Lease Assignment Agreement
Exhibit 10.2**Loan Agreement between Texas Jack and Rodney Throgmorton
Exhibit 10.3**Loan Agreement between Texas Jack and Jimmy Yanez
Exhibit 10.4**Loan Agreement between Texas Jack and Joan Isaacs
Exhibit 10.5**Loan Agreement between Texas Jack and Robert Schwarz
Exhibit 10.6**Loan extension between Texas Jack and Jimmy Yanez
Exhibit 10.7 ****Southlake Operating, LLC agreement
Exhibit 10.8***Investor Relations Service Agreement
Exhibt 10.9Loan extension between Texas Jack and Rodney Throgmorton(a)
Exhibt 10.10
Exhibit 5.1, 23.1      
Exhibit 23.2

The exhibits to the registration statement are listed in the Exhibit Index to this registration statement and are incorporated herein by reference.

Previous filed on January 28, 2014(b)Financial Statement Schedule.
** Previous filed on March 24, 2014
*** Previous filed on April 23, 2014
****Previous filed on May 12, 2014
UNDERTAKINGS
a.

None.

Item 17. Undertakings

The undersigned registrant hereby undertakes:

1.

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to this registration statement:

i. To include any prospectus requiredthe SEC by section 10(a)(3)the registrant pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1933;
ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forththat are incorporated by reference in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
2. (2)That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of 1933,the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each such post-effective amendmentfiling of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the Offering.
4. That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
i. If the registrant is relying on Rule 430B (230.430B of this chapter):
A. Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
B. Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the Offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or
ii. If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
5. That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
i. Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
ii. Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
iii. The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
iv. Any other communication that is an offer in the Offering made by the undersigned registrant to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been informedadvised that in the opinion of the Securities and Exchange CommissionSEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4)or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(c) For the purpose of determining any liability under the Securities Act each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

SIGNATURES

In accordance with

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that itRegistrant has reasonable grounds to believe it meets all of the requirements for filingduly caused this Registration Statement on Form S-1 and authorized this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, on the 19h day of January 2021.

GLOBAL WHOLEHEALTH PARTNERS CORPORATION
By:/s/ Charles Strongo
Charles Strongo
Chief Executive Officer

POWER OF ATTORNEY

Each person whose individual signature appears below hereby authorizes and appoints Charles Strongo and Rene Alvarez, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney in fact and agent to act in his or her name, place and stead and to execute in the cityname and on behalf of Newport Beach California May 30 , 2014.

Texas Jack Oil & Gas Corporation
/s/ Robert Schwarz                                           
By: Robert Schwarz, Director
(Principal Executive Officer)
In accordanceeach person, individually and in each capacity stated below, and to file any and all amendments to this Registration Statement, including any and all post effective amendments and amendments thereto, and any registration statement relating to the same offering as this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys in fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys in fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement wasRegistration Statement has been signed by the following personpersons in the capacities and date stated.

indicated below on the 19th day of January 2021.

SignatureTitleDate
/s/ Robert Schwarz Charles Strongo 
May 30 , 2014
Robert Schwarz, President & Director Chief Executive Officer, Chief Financial Officer, Secretary and Chairman (Principal DateJanuary 27, 2021.
(Principal Charles StrongoExecutive Officer, PrincipalOfficer)  
Financial
/s/ Rene AlvarezChief Operations Officer, Principal Accounting Officer)President and DirectorJanuary 27, 2021.
Rene Alvarez
/s/ Dr. Scott FordDirectorJanuary 27, 2021.
Dr. Scott Ford
/s/ Dr. Shuijie CuiChief Science Officer and DirectorJanuary 27, 2021.
Dr. Shuijie Cui
/s/ Wolfgang GroetersDirectorJanuary 27, 2021.
Wolfgang Groeters  
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EXHIBIT INDEX

Exhibit NoDescription of Exhibit
3.1Articles of Incorporation (Incorporated by reference to Form S-1 filed on January 28, 2014)
3.2By-Laws (Incorporated by reference to Form S-1 filed on January 28, 2014)
3.3Certificate of Change dated May 9, 2019 (Incorporated by reference to Form 10 filed on December 19, 2019)
3.4Certificate of Amendment dated May 9, 2019 (Incorporated by reference to Form 10 filed on December 19, 2019)
3.5Certificate of Change dated August 30, 2019 (Incorporated by reference to Form 10 filed on December 19, 2019)
5.1Opinion of Stephen Mills, Esq. (1)
23.1Consent of Independent Registered Accounting Firm(1)

(1) Filed Herewith

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