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The Geneva CPN’s may be prepaid anytime up to 180 days from issuance with the following prepayment penalties: 1) The period beginning on the Issue Date and ending on the date which is ninety (90) days following the Issue Date, 125%; 2) The period beginning on the date that is ninety-one (91) day from the Issue Date and ending one hundred fifty (150) days following the Issue Date, 135%; and 3) The period beginning on the date that is one hundred fifty-one (151) day from the Issue Date and ending one hundred eighty (180) days following the Issue Date, 139%. Geneva agreed to restrict its ability to convert the Geneva CPNs and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise did not exceed 4.99% of the then issued and outstanding shares of common stock. The Geneva CPNs represented a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company. The Geneva CPNs include penalties and rescission rights if the Company does not deliver shares of our common stock upon conversion within the required timeframes. In the event of default, the note interest rate increases to 22%.The Geneva CPNs matured in one year, accrued interest of 10% and, after 180 days, were convertible into shares of common stock any time at a conversion price equal to 58% of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date. The Geneva CPN’s may be prepaid anytime up to 180 days from issuance with the following prepayment penalties: 1) The period beginning on the Issue Date and ending on the date which is ninety (90) days following the Issue Date, 125%; 2) The period beginning on the date that is ninety-one (91) day from the Issue Date and ending one hundred fifty (150) days following the Issue Date, 135%; and 3) The period beginning on the date that is one hundred fifty-one (151) day from the Issue Date and ending one hundred eighty (180) days following the Issue Date, 139%. Geneva agreed to restrict its ability to convert the Geneva CPNs and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise did not exceed 4.99% of the then issued and outstanding shares of common stock. The Geneva CPNs represented a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company. The Geneva CPNs include penalties and rescission rights if the Company does not deliver shares of our common stock upon conversion within the required timeframes. 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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~OF THE ~~the~~SECURITIES ~~fiscal~~EXCHANGE ~~year~~ACT ~~ended~~OF ~~June 30, 2021~~1934

☐For the ~~TRANSITION~~fiscal ~~REPORT~~year ~~PURSUANT~~ended TOJune ~~SECTION~~30, ~~13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission file number 000-56035

GLOBAL WHOLEHEALTH PARTNERS CORPORATION

(Exact name of registrant as specified in its charter)

Nevada		46-2316220
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
1402 N El Camino Real
San Clemente, California		92672
(Address of principal executive offices)		(Zip Code)

Nevada

(State or other jurisdiction of
incorporation or organization)

46-2316220

(I.R.S. Employer
Identification No.)

15 Crooked Stick Drive

Newport Beach, California

926660

(Address of principal executive offices)

(Zip Code)

(714) 392-9752

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☒ No ☐

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Non-accelerated filer		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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter, based upon the closing sale price of the registrant’s common stock on December 31, ~~2020~~2021, as reported on the OTC Markets Group Inc. Pink tier (the “OTCPink”) was $244,~~696~~098,~~760~~960.

As of ~~September~~October 1513, ~~2021~~2022 there were 82131,~~057~~287,~~885~~079 shares of the registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

GLOBAL WHOLEHEALTH PARTNERS CORPORATION

ANNUAL REPORT ON FORM 10-K

FOR THE YEARS ENDED JUNE 30, ~~2021~~2022 AND ~~2020~~2021

		Page
			PAGE
PART I			1
Item 1.	Business	4	1
Item 1A.	Risk Factors	5	3
Item 1B.	Unresolved Staff Comments	5
Item1B.	Unresolved Staff Comments		3
Item 2.	Properties	7	3
Item 3.	Legal Proceedings	7	3
Item 4.	Mine Safety Disclosures	7	3
PART II			4
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	7	4
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10	5
Item 7A.	~~Quantitative~~Qualitative and ~~Qualitative~~Quantitative ~~Disclosure~~Disclosures About Market Risk	14	9
Item 8.	Financial Statements ~~and Supplementary Data~~	15	F-1
Item 9.	Changes Inin and Disagreements ~~with~~With Accountants on Accounting and Financial Disclosure	34	10
Item 9A	Controls and Procedures	34
Item 9A.	Controls and Procedures		10
Item 9B.	Other Information	34	10
PART III			11
Item 10.	Directors, Executive Officers, and Corporate Governance	36	11
Item 11.	Executive Compensation	39	14
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	41	16
Item 13.	Certain Relationships and Related Transactions, and Director Independence	41	17
Item 14.	Principal ~~Accountant~~Accounting Fees and Services	43	18
PART IV			19
Item 15.	Exhibits, Financial Statement Schedules	44	19
SIGNATURES	~~SIGNATURES~~	45	20
EXHIBIT INDEX	~~EXHIBIT INDEX~~	46	21
CERTIFICATIONS

PART I

Forward-Looking Statements

This Annual Report on Form 10-K contains forward looking statements. Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements contained in this Report speak only as of the date of this report, may be based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

Although forward-looking statements in this report reflect the good faith judgment of our management, forward-looking statements are inherently subject to known and unknown risks, business, economic and other risks and factors that may cause actual results to be materially different from those discussed in these forward-looking statements. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. Accordingly, you are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.

We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, other than as may be required by applicable law or regulation.

All references to “we,” “us,” or “our” refer to Global WholeHealth Partners Corporation.

Item 1. Business

Background

Global WholeHealth Partners Corporation (the “Company”) 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 and changed our ticker symbol to GWHP.

Our Business

~~Global~~The ~~WholeHealth~~Company ~~Partners Corporation~~ develops and markets in-vitro diagnostic (“IVD”) tests. ~~for~~The Company has developed over- 125 Diagnostic Tests with the~~-counter~~ (criteria that they be “~~OTC~~low cost”, OTC or ~~consumer)~~“self-administered”, or“absolutely ~~consumer-use~~accurate”, and ~~point-of-care~~provide (“~~POC~~immediate results”. Company orscientists ~~professional)~~participated in the development of the original Pregnancy test which ~~includes~~was ~~hospitals,~~the ~~physicians’~~first ~~offices~~diagnostic to include these criteria and ~~medical~~these ~~clinics,~~criteria ~~including~~have ~~those~~been ~~within~~included ~~penal~~in ~~systems~~all ~~throughout~~Diagnostic tests developed by the USCompany ~~and~~since. ~~abroad~~Tests with these criteria have become to be known as “Rapid Tests”. The Company ~~currently~~has ~~markets~~45 aFDA ~~range~~approved oftests for ~~diagnostic~~distribution ~~test~~in ~~kits~~the ~~for~~US ~~consumer~~which ~~use~~include ~~through~~tests ~~OTC~~for Troponin, ~~sales~~Colorectal, and ~~for~~Drug ~~use~~testing byamong ~~health~~others. ~~care~~The ~~professionals,~~remainder ~~generally~~tests carry ~~located~~an atFDA ~~medical~~Certificate ~~clinics,~~of ~~physician~~Exportability ~~offices~~for distribution in foreign countries and ~~hospitals~~include ~~known~~tests ~~POC,~~such inas ~~the~~Ebola, ~~United~~ZIKA, ~~States.~~Dengue ~~These~~Fever, ~~test~~Malaria, ~~kits~~Influenza, ~~are~~Tuberculosis, ~~known~~Yellow asFever, ~~in-vitro~~Corona ~~diagnostic~~Viruses, and ~~test~~other ~~kits~~epidemic orand ~~IVD~~vector ~~products~~borne diseases.

~~All~~The Company currently markets a range of ~~the~~IVD ~~products~~test wekits ~~sell~~for ~~are~~consumer use ~~manufactured~~through inover-the-counter a(“OTC” ~~U.S.~~or ~~Food~~consumer), ~~and~~or ~~Drug~~consumer-use ~~Administration~~and point-of-care (“~~FDA~~POC” or professional) ~~Approved~~for use ~~Facility~~by inhealth ~~the~~care ~~USA.~~professionals, Angenerally ~~FDA~~located ~~Approved~~at ~~facility~~medical isclinics, aphysician ~~facility~~offices ~~that~~and ~~meets~~hospitals, ~~Good~~including ~~Manufacturing~~those ~~Practices~~within ~~(“GMP”)~~penal systems ~~with~~throughout the ~~FDA~~US and abroad.

WeAll of ~~sell~~the products ~~internationally~~we ~~which~~sell are ~~not~~manufactured ~~FDA approved to sell~~ in ~~the~~a USU.S. ~~These~~Food ~~products~~and ~~include~~Drug anAdministration (“FDA”) ~~Certificate~~Approved ofFacility ~~Exportability~~in ~~and~~the ~~include~~USA. An ~~tests~~FDA ~~such~~Approved asfacility ~~Ebola,~~is ~~ZIKA,~~a ~~Dengue,~~facility ~~Malaria,~~that ~~Influenza,~~meets ~~Tuberculosis,~~Good ~~Corona~~Manufacturing ~~Viruses,~~Practices ~~and~~(“GMP”) ~~other~~with ~~vector~~the ~~borne diseases~~FDA.

4We sell products internationally which are not FDA approved to sell in the US. These products include an FDA Certificate of Exportability and include tests such as Ebola, ZIKA, Dengue, Malaria, Influenza, Tuberculosis, Corona Viruses, and other vector borne diseases.

CoVid-19 Activities

InFrom ~~response~~January ~~to the novel strain~~ of ~~coronavirus~~2020 ~~(“COVID-19”) pandemic, in early~~ through January ~~2020~~2022, the Company ~~set~~was ~~out~~largely tounsuccessful ~~test~~in ~~and~~it’s ~~perform~~efforts ~~the studies necessary~~ to develop ~~a Rapid Diagnostic IgG/IgM 10-minute Rapid Test (“RDT”)~~ and ~~Real~~sell ~~Time~~COVID ~~Polymerase~~tests ~~Chain~~due ~~Reaction~~to ~~Test (“RT-PCR”). On March 15, 2020,~~ the ~~Company~~commoditization ~~received~~of such antests ~~Acknowledgment Letter from the FDA for the RT-PCR~~ and ~~the~~to ~~Company’s submission had been assigned document control number PEUA200084. On April 6, 2020,~~ the ~~Company~~lack ~~received an Acknowledgment Letter from the FDA for the RDT and the Company’s submission had been assigned document control number EUA200181. Concurrently, with the efforts to get FDA approval~~ of ~~the~~recognition ~~RDT and RT-PCR, on May 22, 2020, the Company, received a Letter~~ of ~~Authorization from 1drop Inc. authorizing~~ the Company toin ~~sell 1drop Inc.’s 1copy TM COVID-19 qPCR Multi Kit, which had received Emergency Use Authorization from~~ the ~~FDA~~marketplace. OnThe ~~August 3, 2020, the~~ Company ~~received~~believes ~~a Letter of Authorization from Healgen Scientific Limited authorizing~~ the ~~Company~~opportunity tohere ~~sell~~has ~~Healgen Scientific Limited’s SARS-COV-2 IgG/IgM Antibody Whole Blood, Serum~~ diminished and ~~Plasma.~~is Onnow ~~September~~focusing ~~14,~~on ~~2020,~~its ~~the~~core ~~Company~~business ~~received~~of anmanufacturing ~~Acknowledgment~~and ~~Letter~~distributing ~~the~~its ~~FDA~~vast ~~had~~product ~~received~~line ~~the~~of ~~Company’s~~Diagnostic ~~Global Rapid Antigen Test application, a new test developed by the Company~~Tests. ~~The Company’s submission was assigned document control number PEUA201789.~~

To date, the Company has been unable to gain FDA approval of its EUA applications primarily due to financial constraints and the high cost of required testing to gain FDA approval. Early in the pandemic, the sale of unapproved tests was common place, and provided the Company with the expectation that it would be able to subsidize the FDA approval process. However, due to unprecedented efforts by larger diagnostics companies, FDA approval of various tests arrived quickly causing marketplace demand to shift away from unapproved COVID-19 tests thereby rendering the Company’s unapproved products uncompetitive. The Company was also unable to sell a material quantity of the 1drop Inc. and Healgen FDA approved tests due to insufficient funds for marketing, their high relative cost and the rapid commoditization of COVID-19 tests in general. 1

Plan of Operation

AsThe aCompany ~~result~~is ofcurrently focusing ~~the~~its ~~COVID-19~~attention ~~pandemic,~~on ~~the~~marketing ~~Company~~its ~~became~~core ~~laser~~FDA ~~focused~~OTC onapproved ~~developing~~products ~~and~~which ~~selling~~includes ~~COVID~~ tests ~~beginning~~for inpregnancy, ~~the~~ovulation, ~~second~~colorectal, ~~half~~ drugs of ~~fiscal 2020. Over the course of 2021~~abuse, ~~the~~glucose ~~Company~~strips ~~continued~~and ~~its~~glucose ~~efforts~~monitors tothrough ~~develop~~various ~~an RDT~~platforms, ~~RT-PCR~~including ~~and~~Walmart, ~~antigen~~Amazon, ~~test~~eBay and ~~will~~a ~~continue~~recent tocontract dowith soPrimeCare America ~~if economics and the Company’s ability to finance FDA approval makes sense. Due to the commoditization of COVID-19 tests, the Company expects that it will no longer offer~~ for ~~resale~~distribution ~~the~~in ~~tests it purchases from other companies and any future COVID-19 tests offered by~~ the ~~Company~~Midwestern ~~will~~part ~~be its own. With the assistance~~ of ~~other diagnostic manufactures, we are currently developing an improved COVID antigen test with promising results and hope to gain FDA approval by~~ the ~~end of our second fiscal quarter~~country.

The Company is currently in the process of refocusing its attention on marketing its core FDA OTC approved products which includes tests for pregnancy, ovulation, colorectal, drugs of abuse, glucose strips and glucose monitors through various platforms, including Walmart, Amazon and eBay. The Company estimates sales of non COVIT-19 tests to begin in fiscal Q2. Industry

~~Industry~~The IVD testing industry encompasses the following two primary categories: the OTC market and the POC. 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.

The Company ~~In-vitro~~believes, ~~Diagnostic~~according ~~(“IVD”)~~to ~~testing~~publicly ~~industry~~available ~~encompasses~~sources, that the ~~following~~IVD ~~two~~industry ~~primary~~is ~~categories:~~a ~~the over~~multi-~~the~~billion-~~counter~~dollar ~~market~~industry ~~(“OTC”),~~that oris ~~consumer-use,~~increasing each ~~and~~year. ~~the~~This ~~point-of-care~~assessment ~~market~~includes ~~(“POC”),~~all ~~which~~laboratory ~~includes~~hospital-based ~~hospitals~~products, ~~physicians’~~over-the-counter ~~offices~~devices, and ~~medical~~rapid ~~clinics,~~tests ~~including~~performed ~~those~~at ~~within penal systems throughout~~ the ~~US and abroad~~ point-of-care. The ~~concepts~~Company believes that ~~distinguish~~the ~~POC~~following ~~technology—operation~~factors ~~simple enough for non-laboratory users; little or no maintenance requirement; and rapid, reliable results—mean that it~~ can be ~~applied~~attributed ~~equally~~to ~~well in many non-clinical settings, such as~~ the ~~OTC~~increase ~~market.~~in Asoverall ~~advances~~need inand ~~medical~~use ~~technology~~of ~~increasingly~~IVD ~~make~~test kits: itan ~~possible~~aging tobaby-boomer ~~diagnose~~population; ~~diseases~~increasing ~~and~~healthcare ~~physiological~~costs; ~~conditions~~the ~~from~~ ever-~~smaller~~growing ~~amounts~~number of ~~body~~uninsured ~~fluids, certain diseases~~ and ~~conditions~~under-insured ~~that~~in ~~once~~the ~~required~~U.S. and ~~diagnosis~~abroad; ~~by physicians~~ and~~/or~~ ~~medical~~a ~~technicians~~general ~~inside~~increase ~~hospital~~in ~~emergency~~consumer ~~rooms~~awareness, ~~exam~~in ~~rooms/bedside~~part ~~studies,~~due ~~or private clinics, can now also be done by inexpensive, easy-~~to~~-use~~ ~~diagnostic devices that consumers can use in~~ the ~~comfort~~wealth ~~and anonymity~~ of ~~their~~information ~~home.~~available ~~Today,~~on 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~~Internet.

5Competition

~~The~~Diagnostic products ~~Company~~are ~~believes,~~subject ~~according~~ to ~~publicly~~competition ~~available~~in ~~sources~~technological innovation, ~~that~~price, ~~the~~convenience ~~IVD~~of ~~industry~~use, isservice, ainstrument ~~multi-billion-dollar~~warranty ~~industry~~provisions, product ~~that~~performance, ~~is increasing each year. This assessment includes all~~ laboratory ~~hospital-based products~~efficiency, ~~over~~long-~~the-counter~~term ~~devices~~supply contracts, and ~~rapid~~product ~~tests~~potential ~~performed~~for atoverall ~~the point~~cost-~~of-care.~~effectiveness ~~The~~and ~~Company~~productivity gains. ~~believes~~Some ~~that~~products ~~the~~in ~~following~~this ~~factors~~segment can be ~~attributed~~subject to ~~the~~rapid ~~increase~~product inobsolescence ~~overall~~or ~~need~~regulatory ~~and~~changes. ~~use~~We ofcompete ~~IVD~~with ~~test~~several ~~kits:~~companies around anthe ~~aging~~world ~~baby-boomer~~who ~~population;~~possess ~~increasing~~significantly ~~healthcare~~greater ~~costs;~~technical ~~the~~and ~~ever-growing~~financial ~~number~~resources ofand ~~uninsured~~professional and ~~under-insured~~consumer inreach ~~the U.S.~~ and ~~abroad;~~recognition, including ~~and~~Accon aLabs, ~~general~~Johnson ~~increase~~& inJohnson, ~~consumer~~DB, ~~awareness~~Abbott, inand ~~part~~Roche ~~due~~all ~~to the wealth~~ of ~~information~~whom ~~available~~carry onsimilar ~~the Internet~~products.

~~Competition~~Marketing and Sales

~~Diagnostic~~The Company ~~products~~is ~~are~~focused ~~subject~~on togenerating ~~competition~~increased insales ~~technological~~through ~~innovation,~~online ~~price~~retail, ~~convenience~~large ofand ~~use,~~small ~~service,~~distributors ~~instrument~~and ~~warranty~~directly ~~provisions,~~to ~~product performance~~doctors, ~~laboratory efficiency~~hospitals, clinics ~~long-term supply contracts,~~ and ~~product potential for overall cost-effectiveness and productivity gains~~governments. ~~Some~~The ~~products~~Company inis ~~this~~taking ~~segment~~steps ~~can~~and bedeveloping ~~subject to rapid product obsolescence or regulatory changes. We compete with several companies around~~ the ~~world~~materials ~~who~~needed ~~possess~~to ~~significantly~~effect ~~greater~~its ~~technical~~marketing ~~and financial resources and professional and consumer reach and recognition, including Accon Labs, Johnson & Johnson, DB, Abbott, and Roche all of whom carry similar products~~strategy.

~~Marketing~~ Research and ~~Sales~~Development

~~The~~We ~~Company~~are iscontinuing ~~focused~~to onlook for ~~generating~~needs ~~increased~~in ~~sales~~the ~~through~~world ~~online~~to ~~retail,~~create ~~large~~ and ~~small~~work ~~distributors~~with ~~and~~our ~~directly~~scientific toteam ~~doctors,~~and ~~hospitals,~~science ~~clinics~~partners ~~and~~to ~~governments.~~make ~~The~~IVD ~~Company~~tests isfor ~~taking~~a ~~steps~~variety ~~and~~of ~~developing~~diseases as the ~~materials~~need ~~needed~~and toopportunity ~~effect its marketing strategy~~arises.

~~Research and Development~~Facilities

WeThe ~~are~~Company ~~continuing~~manufactures toat ~~look~~two ~~for~~FDA ~~needs~~approved labs located in ~~the~~San ~~world~~Diego toand ~~create~~Escondido, ~~and~~California. ~~work~~All ~~with~~products ~~our~~are ~~scientific~~manufactured ~~team~~in ~~and~~the ~~science~~United ~~partners~~States. toThe ~~make~~Corporate aheadquarters ~~rapid~~is ~~test~~located separately ~~for~~in the ~~newest~~San ~~diseases~~Clemente, ~~such~~California asbusiness ~~COVID~~district. ~~19,~~The ~~Dengue~~two ~~Fever,~~facilities ~~ZIKA,~~have ~~EBOLA~~capacity to produce 250,000 TBunits per day on a single shift. Further, additional facilities for lease are plentiful and ~~Malaria~~can be equipped and setup quickly. We also provide third party manufacturing services.

~~Employees~~The Company has sufficient warehouse facilities to accommodate our maximum production volumes and to keep sufficient inventory requirements (three months inventory of client order size) for subsequent refill orders by customers.

As of June 30, 2021, we have no full-time employees. Charles Strongo our CEO, Treasurer and Chairman, F. Rene Alvarez, our COO, President and Director and Dr. Shuijie Cui, our Chief Science Officer and Director devote as much time as the Board of Directors determine is necessary to carry out the affairs of the Company. Currently, Messrs. Strongo, Alvarez and Cui devote approximately 50, 35 and 30 hours per week, respectively, to the business of the Company. Mr. Cui also performs R&D for the Company through Pan Probe Biotech. The Company utilizes independent contractors as needed.Employees

~~Other~~The ~~Information~~Company currently has two employees, including Mr. Rene Alvarez, Chairman, President, CEO, Treasurer and Secretary and Edgar Gonzales, Director and Vice President.

~~Our~~Mr. Charles ~~website~~Strongo ~~address~~resigned ~~is www.gwhpcorp.com. The~~from ~~public~~all ~~may~~Officer ~~read~~positions ~~and~~as ~~copy~~well ~~any~~as ~~materials~~a wemember ~~file~~of ~~with~~ the ~~United~~Board. ~~States~~All ~~Securities~~of ~~and~~his ~~Exchange~~functions ~~Commission~~were ~~(“SEC”)~~delegated onto Mr. Rene Alvarez. Also, the ~~SEC’s~~Board ~~website~~accepted atresignations ~~www~~from Dr.~~sec.gov~~ ~~which~~Ciu, ~~site~~Dr. ~~contains~~Ford. ~~reports,~~Dr. ~~proxy~~Paez ~~and~~de ~~information~~la ~~statements~~Cerda, and ~~other~~Wolfgang ~~information~~Groeters; ~~regarding~~all ~~issuers,~~were appointed ~~such~~by asMr. ~~us,~~Strongo. ~~that~~Mr ~~file~~Alvarez ~~electronically~~is ~~with~~re-constituting the ~~SEC.~~Board ~~All~~at ~~statements~~this ~~made~~time inand ~~any~~has ofaccepted ~~our~~Mr. ~~filings,~~Edgar ~~including~~B. ~~all~~Gonzalez ~~forward-looking~~to ~~statements,~~Board membership. ~~are~~It ~~made~~is asanticipated ofthat ~~the~~three ~~date~~additional ofmembers ~~the~~will ~~document(s)~~be inaccepted ~~which~~soon. At the ~~statement~~present ~~is included~~time, ~~and~~ we dohave ~~not~~no ~~assume~~full-time employees. orMessrs. ~~undertake~~Alvarez ~~any~~and ~~obligation~~Gonzalez devote approximately 40 to ~~update~~60 ~~any~~hours ofeach ~~those~~per ~~statements~~week or ~~documents~~as ~~unless~~much wetime ~~are~~as ~~required~~is necessary to doconduct the soaffairs byof ~~law~~the company. The company utilizes independent contractors when necessary.

~~The Company’s executive office is located at 1402 N El Camino Real, San Clemente, CA 92672 The Company’s telephone number is (714) 392-9752.~~ 2

~~ITEM 1A. RISK FACTORS~~Other Information

~~Smaller~~Our website ~~reporting~~address ~~companies~~is www.gwhpcorp.com. The public may read and copy any materials we file with the United States Securities and Exchange Commission (“SEC”) on the SEC’s website at www.sec.gov which site contains reports, proxy and information statements, and other information regarding issuers, such as us, that file electronically with the SEC. All statements made in any of our filings, including all forward-looking statements, are made as of the date of the document(s) in which the statement is included, and we do not ~~required~~assume or undertake any obligation to ~~provide~~update ~~the~~any ~~information~~of those statements or documents unless we are required byto ~~this~~do ~~Item~~so 1Aby law.

~~ITEM~~The Company’s ~~1B.~~executive ~~UNRESOLVED~~office ~~STAFF~~is ~~COMMENTS~~located at 1402 N El Camino Real, San Clemente, CA 92672 The Company’s telephone number is (714) 392-9752.

~~None~~ITEM 1A. RISK FACTORS

6Smaller reporting companies are not required to provide the information required by this Item 1A.

ITEM 2 1B. UNRESOLVED ~~PROPERTIES~~STAFF COMMENTS

~~We utilize approximately 1,500 square feet of office and warehouse space located at 1402 North El Camino Real, San Clemente, California 92672~~None. ~~The space is leased pursuant to a sublease on a month-to-month basis with monthly rent due of $3,700.~~

~~ITEM 3~~Item 2. ~~LEGAL PROCEEDINGS~~ Properties

We utilized ~~are~~approximately ~~not~~1,500 ~~party~~square tofeet ~~nor~~of ~~are~~office weand ~~aware~~warehouse ofspace ~~any~~located ~~material~~at ~~pending~~1402 ~~lawsuit~~North El Camino Real, ~~litigation~~San orClemente, ~~proceeding~~California 92672. The space is leased pursuant to a sublease on a month-to-month basis with monthly rent due of approximately $3,700.

~~ITEM 4~~Item 3. LEGAL ~~MINE SAFETY DISCLOSURES~~PROCEEDINGS

~~Not~~See Note ~~applicable.~~9 to our financial statements for information related to the Securities and Commission Civil Complaint filed on February 17, 2022.

~~PART~~ITEM 4. MINE IISAFETY DISCLOSURES

~~ITEM 5~~Not applicable. ~~MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES~~

~~Market Information~~3

~~Our common stock is quoted on the OTC Pink tier (the “OTCPink”) under the symbol “GWHP”.~~PART II

The market price of our common stock is subject to significant fluctuations in response to variations in our quarterly operating results, general trends in the market, and other factors, over many of which we have little or no controlITEM 5. MARKET InFOR ~~addition,~~REGISTRANT’S ~~broad~~COMMON ~~market fluctuations~~EQUITY, asRELATED ~~well~~STOCKHOLDER asMATTERS ~~general~~AND ~~economic,~~ISSUER ~~business~~PURCHASES ~~and~~OF ~~political~~EQUITY ~~conditions, may adversely affect the market for our common stock, regardless of our actual or projected performance.~~SECURITIES

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 contained in this Annual Report reflect this reverse splitMarket Information

~~Holders~~Our common stock is quoted on the OTC Pink tier (the “OTCPink”) under the symbol “GWHP”.

~~Our~~The market ~~Certificate~~price of ~~Incorporation~~our ~~authorizes~~common ~~the~~stock ~~issuance~~is ofsubject up to ~~400,000,000~~significant ~~shares~~fluctuations ofin ~~common~~response ~~stock,~~to ~~par~~variations ~~value~~in ~~$0.001~~our ~~per~~quarterly ~~share~~operating ~~and 10~~results,~~000~~ general ~~shares~~trends ofin ~~preferred~~the ~~stock~~market, ~~par~~and ~~value~~other ~~$0.001~~factors, ~~per~~over ~~share. As~~many of ~~September~~which 8,we ~~2021,~~have ~~there~~little ~~were~~or ~~384 stockholders~~no ofcontrol. ~~record~~In ~~holding~~addition, anbroad ~~aggregate~~market ~~of 82~~fluctuations,~~057,885~~ as ~~shares~~well ofas ~~common~~general ~~stock~~economic, ~~(this~~business ~~number~~and ~~does~~political ~~not~~conditions, ~~include~~may ~~stockholders~~adversely ~~who~~affect ~~hold~~the ~~their~~market ~~stock~~for ~~through~~our ~~brokers~~common stock, ~~banks~~regardless ~~and~~of ~~other~~our actual ~~nominees).~~or Noprojected ~~preferred stock has been issued~~performance.

~~Transfer~~On May 9, ~~Agent~~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 contained in this Annual Report reflect this reverse split

~~The transfer agent of our common stock is Nevada Agency and Transfer Company, having an office at 50 West Liberty Street, Suite 880, Reno, NV 89501; their phone number is (775) 322-0626.~~Holders

~~Dividend~~Our Certificate ~~Policy~~of Incorporation authorizes the issuance of up to 400,000,000 shares of common stock, par value $0.001 per share and 10,000 shares of preferred stock, par value $0.001 per share. As of September 8, 2021, there were 384 stockholders of record holding an aggregate of 82,057,885 shares of common stock (this number does not include stockholders who hold their stock through brokers, banks and other nominees). No preferred stock has been issued.

We have never paid cash dividends on any of our capital stock and we currently intend to retain our future earnings, if any, to fund the development and growth of our business. We do not intend to pay cash dividends to holders of our common stock in the foreseeable future.Transfer Agent

~~Penny~~The transfer ~~Stock~~agent of our common stock is Nevada Agency and Transfer Company, having an office at 50 West Liberty Street, Suite 880, Reno, NV 89501; their phone number is (775) 322-0626.

~~Our common stock trades at less than $5.00 per share and is therefore subject to the Securities and Exchange Commission’s penny stock rules.~~ Dividend Policy

7We have never paid cash dividends on any of our capital stock and we currently intend to retain our future earnings, if any, to fund the development and growth of our business. We do not intend to pay cash dividends to holders of our common stock in the foreseeable future.

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 their market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect the ability of our stockholders to resell our common stock. Stock

~~Securities~~Our common ~~Authorized~~stock ~~for~~trades ~~Issuance~~at ~~under~~less ~~Equity~~than ~~Compensation~~$5.00 ~~Plans~~per share and is therefore subject to the Securities and Exchange Commission’s penny stock rules.

~~None~~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 their market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect the ability of our stockholders to resell our common stock.

~~Recent~~Securities Authorized ~~Sales~~for ofIssuance ~~Unregistered~~under ~~Securities~~Equity Compensation Plans

LionsGate Funding Management LLC 300,000 shares of common stock - On July 10, 2021, the Company and LionsGate Funding Management LLC (“LGFM”) entered into a Media and Marketing Services Agreement (the “MMSA”)None. Pursuant to the MMSA, 1) LGFM will provide services designed to increase the awareness and visibility in the investment community and market product to distributors throughout the world for a period of 12 months; and 2) the Company will pay LGFM $100,000 and issue 300,000 shares of restricted common stock.

Firstfire Global Opportunities Fund LLC Senior Secured Convertible Promissory Note and 165,000 Stock Purchase Warrants - On June 18, 2021, the Company entered into a Securities Purchase Agreement with Firstfire Global Opportunities Fund LLC, for the sale of a secured, 12% senior secured convertible promissory note in the principle amount of $275,000 and 165,000 stock purchase warrants. On July 8, 2021, the Company received net proceeds of $224,500 net of a $25,000 original issue discount and $25,500 of placement agent and legal fees, and issued a senior secured convertible promissory note in the amount of $275,000. For additional information see, “NOTE 6 – Convertible Promissory Notes” under Item 8 of this Annual Report.4

~~Geneva~~Recent Sales ~~Roth Remark Holdings, Inc. Promissory Note and Warrant to purchase 51,975 shares~~ of ~~common~~Unregistered ~~stock - On April 26, 2021, the Company and Geneva Roth Remark Holdings, Inc. ("Geneva") entered into a~~ Securities Purchase Agreement (the "SPA"). Pursuant to the SPA, The Company sold to Geneva a Promissory Note for the principal amount of $86,625 (the "Geneva Promissory Note") and issued a warrant to purchase up to 51,975 shares of common stock (the “Geneva Warrant”). On August 9, 2021, the Company repaid, in whole, the balance due under the Geneva Promissory Note, or $57,173. For additional information see, “NOTE 6 – Convertible Promissory Notes” under Item 8 of this Annual Report.

~~Geneva~~During fiscal ~~Convertible Promissory Notes dated July 13~~2022, ~~2020, August 3, 2020 and September 8, 2020 396,486 shares of common stock - On July 13, 2020, August 3, 2020 and September 8, 2020,~~ the Company ~~and~~issued ~~Geneva entered into separate and identical Securities Purchase Agreements (the "Geneva SPAs"). Pursuant to the Geneva SPAs~~16, ~~Geneva and the Company entered into separate and identical Convertible Promissory Notes also dated as of July 13~~000,000 ~~2020,~~shares ~~August~~in 3,exchange ~~2020 and September 8, 2020~~ for ~~principal~~services ~~amounts~~valued ofat $631,~~000~~733, ~~$55~~100,~~000~~ ~~and~~which ~~$53,000,~~includes ~~respectively (collectively,~~ the ~~"Geneva~~issuance ~~CPNs"). Pursuant to the terms~~ of ~~the Geneva CPNs~~9, ~~the Company received net proceeds of $60,~~000, ~~$52,~~000 ~~and $50,000. The Geneva CPNs were convertible into~~ shares of common stock any time after 180 days 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. On December 21, ~~2020, the Company paid $90,487 as full payment of the Geneva CPN dated July 13, 2020. On February 16, 2021, Empire Associates, Inc., an unaffiliated company, paid off the balance,~~ in~~-full,~~ ~~on the note dated August 3~~total, ~~2020. The payment totaled $77,061. Empire Associates agreed~~ to ~~accept 250,000 shares of common stock in full satisfaction of~~ the ~~$77,061~~Board ~~paid to Geneva on behalf~~ of ~~the Company. On March 15~~Directors, ~~2021,~~valued ~~the~~at ~~Company issued 146~~$387,~~486 shares of common stock to Geneva upon their conversion, in-full, of amounts owing under the Geneva CPN dated September 8, 2020~~000. ~~For additional information see “NOTE 6 – Convertible Promissory Notes”, under Item 8 of this Annual Report.~~

8During fiscal 2022, Firstfire 1) converted $164,000 or principal of Firstfire Note No. 1 at a per share price of $0.03, and received 5,466,666 shares; and 2) converted $31,500 or principal of Firstfire Note No. 2 at a per share price of $0.0063, and received 5,000,000 shares.

~~Nunzia Pharmaceutical, Inc. 5,000,000 shares of common stock -~~ On ~~April 12~~ July 10, 2021, the Company and ~~Nunzia~~LionsGate ~~Pharmaceutical,~~Funding ~~Inc.~~Management LLC (“LGFM”) entered into a ~~Mutual~~Media ~~Sales~~ and Marketing Services Agreement (the “~~MSMA~~MMSA”). Pursuant to the ~~terms of the MSMA~~MMSA, ~~each~~1) ~~company~~LGFM ~~has~~provided ~~mutual~~services ~~abilities~~designed to ~~share~~increase ~~their~~the ~~products~~awareness ~~for~~and ~~sale~~visibility in ~~under~~the ~~nonexclusive~~investment ~~but~~community ~~favorable conditions~~ and ~~prices.~~market ~~The~~product ~~duration~~to ofdistributors throughout the ~~agreement~~world is for ana ~~initial~~ period of ~~five years commencing on April~~ 12, ~~2021.~~months; Asand ~~consideration~~2) ~~for~~ the ~~MSMA,~~Company ~~the~~will pay ~~Company~~LGFM ~~agreed~~$100,000 toand issue 5300,000~~,000~~ shares of ~~its~~ restricted common stock tovalued ~~Nunzia~~at ~~and~~$129,000. ~~Nunzia~~The ~~agreed~~shares towere ~~issue~~issued 5on October 11,~~000~~ 2021. Lionsgate was also issued 2,500,000 shares ofon ~~its~~January 13, ~~restricted~~2022 ~~common~~in ~~stock~~exchange tofor ~~the~~services ~~Company.~~valued at $215,000.

~~Charles~~The securities ~~Strongo~~issued IPabove ~~License~~were ~~Agreement~~issued ~~5,000,000~~by ~~shares of common stock - On March 30, 2021,~~ the Company ~~entered~~under ~~into~~the aexemption ~~License~~from ~~Agreement~~registration ~~(the~~afforded ~~“IP~~by ~~License Agreement”~~Section 4(a)(2) ~~with Charles Strongo. Under the terms~~ of the ~~IP License Agreement~~Securities Act, ~~the~~as ~~Company~~amended ~~has~~and/or ~~the~~Regulation ~~exclusive~~D ~~license~~promulgated tothereunder, ~~use~~as the ~~intellectual~~securities ~~property,~~were “Aissued ~~Rapid,~~to ~~Micro-Welt~~accredited ~~or Later flow text for Parkinson’s~~investors, ~~Dementia,~~without ora ~~Alzheimer~~view ~~or ASD.” The Company agreed~~ to ~~issue 5~~ distribution,~~000,000~~ ~~shares of common stock~~ and ~~pay~~were anot 2%issued ~~fee~~through ofany ~~gross~~general ~~sales~~solicitation ~~from~~or ~~use of the intellectual property~~advertisement. ~~For additional information see “NOTE 4 – Stockholders’ Equity”, under Item 8 of this Annual Report.~~

LionsGate Funding Group LLC 1,750,000 shares of common stock - On February 21, 2021, the Company agreed to issue and on February 25, issued 1,750,000 shares to LionsGate. The Company recorded compensation expense of $1,680,000.Additional Information

~~Charles~~Copies of ~~Strongo~~our ~~Patent~~annual ~~License~~reports, ~~Agreement~~quarterly 3reports,~~000,000~~ ~~shares~~current ofreports, ~~common~~and ~~stock~~any -amendments Onto ~~January~~those 12reports, ~~2021,~~are ~~the~~available ~~Company~~free ~~entered~~of ~~into~~charge aon ~~License Agreement (~~the ~~“Patent~~internet at ~~License~~www.sec.gov. ~~Agreement”)~~All ~~with~~statements ~~Charles~~made ~~Strongo.~~in ~~Under~~any ~~the terms~~ of ~~the~~our ~~Patent License Agreement~~filings, ~~the~~including ~~Company~~all ~~has~~forward-looking ~~the exclusive license to manufacture~~statements, ~~sell~~are ~~and~~made ~~license~~as toof ~~be manufactured~~ the ~~only~~date ~~Biodegradable~~of ~~plastic~~the ~~for~~document(s) in ~~medical~~which ~~devices.~~the ~~The~~statement ~~devices~~is ~~include cassettes~~included, ~~midstream, small buffer bottles, urine cups,~~ and ~~any~~we ~~other~~do ~~plastic~~not ~~type~~assume ~~of medical device used in testing~~ or ~~for~~undertake ~~medical~~any ~~services~~obligation ~~under provisional patent number 63/054,139. The Company agreed~~ to ~~issue~~update ~~3,000,000~~any ~~shares~~ of ~~restricted~~those ~~common~~statements ~~stock~~or ~~and~~documents ~~pay~~unless we aare 2%required ~~fee~~to ofdo ~~gross~~so ~~sales~~by ~~from use of the patent~~law. ~~For additional information see “NOTE 4 – Stockholders’ Equity”, under Item 8 of this Annual Report.~~

~~Board of Directors 1,200,000 shares of common stock - On January 5, 2021, the Board appointed a new member, Dr~~Item 7. Management’s ~~Miriam~~Discussion ~~Lisbeth Paez De La Cerda~~ and ~~issued~~Analysis ~~200,000 shares~~ of ~~restricted~~Financial ~~common~~condition ~~stock~~and toresults ~~each~~ of ~~the six Directors for a total issuance of 1,200,000 shares valued at $0.72 per share, the closing price of our common stock on January 5, 2020.~~operations

~~Sale~~The following ofManagement’s ~~250,000~~Discussion ~~shares~~and ofAnalysis ~~common~~(“MD&A”) ~~stock~~is -intended Onto ~~December~~help ~~15,~~the ~~2020,~~reader understand the ~~Company~~consolidated results ~~sold~~of ~~250,000~~operations ~~shares~~and offinancial ~~restricted~~condition ~~common~~of ~~stock~~Global ~~for~~WholeHealth $0Partners Corporation.36 ~~per~~The ~~share~~MD&A ~~and~~is ~~received~~provided ~~$90~~as a supplement to,~~000.~~ and ~~These~~should ~~shares~~be ~~were~~read ~~issued~~in onconjunction ~~February~~with 5,financial ~~2021,~~statements and ~~are~~the ~~included~~accompanying innotes to the ~~earnings~~financial ~~per~~statements ~~share~~included ~~calculation~~in onthis ~~an as~~Form 10-~~if-issued basis~~K.

~~Dr.~~Our discussion ~~Scott~~and ~~Ford~~analysis ~~264,298 shares~~ of ~~common~~our ~~stock~~financial -condition Onand ~~each~~results of ~~September~~operations ~~24,~~is ~~2020~~based ~~and~~on ~~July~~our 9,financial ~~2020~~statements, which have been prepared in accordance with accounting principles generally accepted in the ~~Company~~United ~~and~~States Drof America. ~~Scott~~The ~~Ford,~~preparation ~~Director,~~of ~~entered~~these ~~into~~financial astatements requires ~~subscription~~us ~~agreement~~to ~~for~~make ~~the~~estimates ~~purchase~~and ~~219,298~~judgments ~~and~~that ~~45,000~~affect ~~shares~~the reported amounts of ~~restricted~~assets, ~~common~~liabilities ~~stock~~and atexpenses aand ~~price~~related disclosure of ~~$1.14~~contingent assets and $2liabilities.00 ~~per~~Management ~~share,~~bases ~~respectively.~~its ~~These~~estimates ~~shares~~on ~~were~~historical ~~issued~~experience and on ~~February~~various 5other assumptions that are believed to be reasonable under the circumstances, ~~2021.~~the ~~For~~results ~~additional~~of ~~information~~which ~~see~~form ~~“NOTE~~the 4basis –for ~~Stockholders’~~making ~~Equity”,~~judgments ~~under~~about ~~Item~~the 8carrying values of ~~this~~assets ~~Annual~~and ~~Report~~liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

EMC2 Capital, LLC 1,415,094 Commitment Shares, 2,000,000 Commitment Warrant and 721,663 Purchase Shares - On July 22, 2020, the Company entered into a Common Stock Purchase Agreement (the “EMC2 SPA”) and a Registration Rights Agreement with EMC2 Capital, LLC (“EMC2 Capital”) pursuant to which EMC2 Capital agreed to invest up to One Hundred Million Dollars ($100,000,000) to purchase the Company’s common stock at a purchase price as defined in the Common Stock Purchase Agreement (the "Purchase Shares"). As consideration for entry into the EMC2 SPA, the Company agreed to issue 1,415,094 shares of common stock (the "Commitment Shares") and a warrant to purchase up to two million (2,000,000) shares of common stock (the “Commitment Warrant”). The Commitment Warrant vested upon issuance, expires on its fifth anniversary and had an initial exercise price of $1.59 per share subject to adjustment. The Company agreed to issue a Registration Rights Agreement as an inducement to EMC2 Capital to execute and deliver the EMC2 SPA. The obligation to issue the Commitment Shares and Commitment Warrant and the right of the Company to sell Purchase Shares to EMC2 Capital was dependent on the Company satisfying certain conditions, including notice of effectivness of the shelf registration statement registering the Purchase Shares and the issuance of the Commitment Shares and Commitment Warrant. Fom Our Form S-1 registering 11,993,271 shares of common stock related to the EMC2 SPAwas filed on January 28, 2021 and declared effective on March 3, 2021. As a result of the Securities and Exchange Commission declaring our Registration on Form S-1 effective, the pre conditions necessary for the Company to begin selling Purchase Shares to EMC2 Capital were removed. During fiscal 2021, from March 3, 2021 through June 30, 2021, the Company sold 721,663 Purchase Shares to EMC2 Capital at prices ranging from $0.32 - $0.37 and received total proceeds of $250,051. For additional information see “NOTE 4 – Stockholders’ Equity”, under Item 8 of this Annual Report.Overview

9Global WholeHealth Partners Corporation develops and markets in-vitro diagnostic tests for over-the-counter, or consumer-use and point-of-care which includes hospitals, physicians’ offices and medical clinics, including those within penal systems throughout the US and abroad. The Company currently markets a range of diagnostic test kits for consumer use through OTC sales, and for use by health care professionals, generally located at medical clinics, physician offices and hospitals known POC, in the United States. These test kits are known as in-vitro diagnostic test kits or IVD products.

~~Fiscal~~The Company’s ~~2020~~consolidated ~~3,850,000~~financial ~~shares~~statements are prepared using generally accepted accounting principles in the United States of ~~common~~America ~~stock~~applicable –to Ona ~~October~~going ~~15,~~concern ~~2019,~~which contemplates the ~~Company~~realization ~~sold~~of ~~2,000,000~~assets ~~shares~~and atliquidation $0of liabilities in the normal course of business.01 ~~per~~The ~~share~~Company tohas ~~LionsGate~~not inyet ~~exchange~~established ~~for~~an ~~cash~~ongoing source of ~~$20,000~~revenues ~~and~~sufficient onto ~~May~~cover 8,its ~~2020,~~operating ~~the~~costs ~~Company~~to allow ~~issued~~it ~~1,850,000~~to ~~shares~~continue ~~valued~~as ata $2going concern.00 The ability of the Company to continue as a ~~bonus~~going ~~for~~concern ~~prior~~is ~~service,~~dependent ~~including~~on ~~related~~the ~~party~~Company obtaining ~~issuances~~adequate ofcapital ~~500,000~~to ~~shares~~fund tooperating ~~Charles~~losses ~~Strongo,~~until ~~our~~it ~~CEO~~becomes ~~and~~profitable. ~~750~~If the Company is unable to obtain adequate capital,~~000~~ ~~shares~~it could be forced to ~~LionsGate~~cease operations.

Convertible Promissory Notes Dated April 18, 2020 - On April 18, 2020, the Company issued five separate, but identical, unsecured convertible promissory notes in exchange for $95,000 (the "Convertible Notes"). Each Convertible Note contains the same terms and conditions. No shares have been issued related to the Convertible Notes. For additional information see “NOTE 6 – Convertible Promissory Notes”, under Item 8 of this Annual Report.5

~~The~~As of ~~securities~~June 30, ~~issued~~2022, ~~above~~we ~~were~~had ~~issued~~negative byworking ~~the~~capital ~~Company~~of ~~under~~$1,575,766, ~~the~~and ~~exemption~~a ~~from~~cash ~~registration~~balance ~~afforded~~of by$0. ~~Section~~Management ~~4(a)(2)~~recognizes that in order for us to meet our capital requirements, and continue to operate, additional financing will be necessary. During July 2022, the Company sold $239,675 face value of promissory notes from which the ~~Securities~~Company ~~Act~~received $206,250 asin ~~amended~~proceeds. ~~and/~~We expect to raise additional funds through private or ~~Regulation~~public Dequity ~~promulgated~~investment ~~thereunder,~~in asorder to expand the ~~securities~~range ~~were~~and ~~issued~~scope of our business operations. We will seek access to private ~~accredited~~or ~~investors~~public equity but there is no assurance that such additional funds will be available for us to finance our operations on acceptable terms, ~~without~~if aat ~~view~~all. If we are unable to ~~distribution~~raise additional capital or generate positive cash flow, ~~and~~it ~~were~~is ~~not~~unlikely ~~issued~~that ~~through~~we will be able to continue as a going concern. The financial statements do not include any ~~general~~adjustments ~~solicitation~~that ormight ~~advertisement~~result from the outcome of this uncertainty.

~~Additional~~Results of ~~Information~~Operations

~~Copies~~Year ended ~~of our annual reports~~June 30, ~~quarterly~~2022 ~~reports,~~compared ~~current~~with ~~reports, and any amendments to those reports, are available free of charge on~~ the ~~internet~~year atended ~~www.sec.gov. All statements made in any of our filings~~June 30, including all forward-looking statements, are made as of the date of the document(s) in which the statement is included, and we do not assume or undertake any obligation to update any of those statements or documents unless we are required to do so by law.2021

Item 7. Management’s Discussion and Analysis of Financial condition and results of operations

	Year Ended June 30,
	2022			2021			Change
Revenue	$	7,375		$	40,196		$	(32,821	)
Cost of revenue		119,681			201,495			(81,814	)
Gross profit		(112,306	)		(161,299	)		48,993

Operating expenses
Professional fees		176,174			83,790			92,384
Research and development		1,372,697			481,740			890,957
Selling, general and administrative		782,650			317,062			465,588
Stock compensation		1,741,800			2,544,000			(802,200	)
Total operating expenses		4,073,321			3,426,592			646,729
Loss from operations		(4,185,627	)		(3,587,891	)		(597,736	)
Other income (expense)
Interest expense		(281,866	)		(64,732	)		(217,134	)
Interest recorded on compensatory warrants		-			(737,569	)		737,569
Amortization of debt discount		(687,460	)		(163,931	)		(523,529	)
Loss on related party transfer of intangible assets		-			(4,480,000	)		4,480,000
Total other income (expense)		(969,326	)		(5,446,232	)		4,476,906
Net loss	$	(5,154,953	)	$	(9,034,123	)	$	3,879,170

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

~~Our~~During fiscal ~~discussion~~2022, ~~and~~the ~~analysis~~Company’s ofsales ~~our~~included ~~financial~~a ~~condition and results of operations is based on our financial statements~~$7,000 ~~which~~sale ~~have~~to ~~been~~a ~~prepared~~related inparty. ~~accordance~~Sales ~~with~~decreased ~~accounting~~due ~~principles~~to ~~generally~~the ~~accepted~~Company’s ininability to ~~the~~secure ~~United~~and ~~States~~market oftest ~~America~~items. The ~~preparation~~cost of ~~these~~revenue ~~financial~~in ~~statements~~2022 ~~requires us to make estimates~~ and ~~judgments~~2021 ~~that~~included ~~affect~~inventory ~~the~~adjustments ~~reported amounts~~ of ~~assets~~$115,681 ~~liabilities~~ and ~~expenses~~171,811, ~~and~~respectively, due ~~related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed~~ to beshelf-life ~~reasonable~~expiration ~~under the circumstances, the results~~ of ~~which~~our form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.products

~~Overview~~Professional Fees

WeProfessional fees ~~sell~~relate ~~and~~to ~~develop~~expenditures ~~in-vitro~~incurred ~~diagnostic~~primarily ~~products~~for legal, ~~including~~accounting ~~rapid~~and ~~diagnostic~~financing ~~tests,~~services. ~~such~~During asfiscal ~~the~~2022 ~~COVID-19~~professional ~~test,~~fees ~~6-minute~~increased primarily ~~rapid~~due ~~whole~~to ~~blood~~higher ~~Ebola~~legal ~~test,~~fees ~~6-minute~~incurred ~~whole~~related ~~blood~~to ~~Zika~~the ~~test~~February 17, ~~8-minute~~2022 ~~whole~~Securities ~~blood~~and ~~rapid~~Exchange TBCommission ~~test~~lawsuit ~~and~~filed ~~over~~in the 75federal ~~other~~district ~~tests~~court ~~more~~for ~~than~~the 40Southern ~~which~~District ~~are~~of ~~FDA~~California, ~~approved~~for additional information see the notes to our financial statements, “NOTE 9 – Commitments and Contingencies”.

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

10Research and Product Development (“R&D”) costs represent costs incurred to develop our tests and are incurred pursuant to certain internal R&D cost allocations, when applicable, and agreements with third-party providers, but primarily with Pan Probe Biotech, owned by Dr. Shujie Cui, our Chief Science Officer. R&D costs are expensed when incurred. During fiscal 2022 compared to fiscal 2021, R&D costs increased due to the development of a COVID antigen test.

All of the products we sell are manufactured in a U.S. Food and Drug Administration (“FDA”) Approved Facility in the USA. An FDA Approved facility is a facility that meets Good Manufacturing Practices (“GMP”) with the FDA.6

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

~~The~~Selling, general ~~Company’s~~and ~~consolidated~~administrative ~~financial~~(“SG&A”) ~~statements~~costs ~~are~~include ~~prepared~~all ~~using~~expenditures ~~generally~~related ~~accepted~~to ~~accounting~~personnel, ~~principles~~rent, intravel, ~~the~~public company ~~United~~costs, ~~States~~utilities, ofmarketing ~~America~~and ~~applicable~~other tooffice arelated ~~going~~costs. ~~concern~~SG&A ~~which~~costs ~~contemplates~~increased ~~the~~during ~~realization~~fiscal of2022 ~~assets~~compared ~~and~~to ~~liquidation~~fiscal of2021 due ~~liabilities~~increases in ~~the~~personnel ~~normal~~costs ~~course~~ of ~~business.~~$127,500, ~~The~~travel ~~Company~~and ~~has~~meals ~~not~~of ~~yet~~$38,020, ~~established~~rent anof ~~ongoing~~$84,427, ~~source~~utilities of ~~revenues~~$31,363, ~~sufficient~~impairment tocharges of ~~cover~~$26,418, ~~its~~marketing ~~operating~~ costs ~~to allow it to continue as a going concern. The ability~~ of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital$155,672 itand ~~could~~other beSG&A ~~forced~~costs toof ~~cease operations~~$2,188.

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

~~COVID~~Stock compensation represents the expense associated with the issuance of stock in exchange for services and is non-19cash in nature. Stock compensation is based on our stock price at the measurement date and can fluctuate significantly as a result. Stock compensation expense in fiscal 2022 consisted of the issuance of 16,000,000 shares of restricted common stock at a weighted average price of $0.11 per share compared to the fiscal 2021 issuance of 2,950,000 shares of restricted common stock at a weighted average price of $0.86 per share. All shares were issued free of obligation.

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

~~Results~~Other expense includes “interest expense” which relates to the stated interest and penalties upon default of ~~Operations~~our outstanding promissory notes, and “amortization of debt discount” which represents the accretion of the discount applied to our notes as a result of the issuance of detachable warrants, the beneficial conversion feature contained certain notes and deductions from the proceeds of the promissory notes for various related fees. During fiscal 2022, interest expense included $191,400 of liquidated damages and penalties due to our default on the Firstfire Notes and $79,200 of interest expense related to the Firstfire Notes and $90,466 related to our promissory notes.

~~Year~~During fiscal ~~ended~~2021, ~~June~~the 30company recognized $64,732 ~~2021~~of ~~compared~~interest ~~with~~expense ~~the~~related ~~year~~to ~~ended~~your ~~June~~outstanding 30promissory notes and $737,569 related to the July 22, 2020 Common Stock Purchase Agreement with EMC2 Capital, LLC and related Commitment Warrants valued at $737,569.

	Year Ended June 30,
	2021			2020			Increase /(Decrease)
Revenue	$	40,196		$	241,624		$	(201,428	)
Cost of revenue		201,495			150,588			50,907
Gross profit		(161,299	)		91,036			(252,335	)
Operating expenses
Professional fees		83,790			61,550			22,240
Research and development		481,740			513,003			(31,263	)
Selling, general and administrative		317,062			82,078			234,984
Stock compensation		2,544,000			3,700,000			(1,156,000	)
Total operating expenses		3,426,592			4,356,631			(930,039	)
Loss from operations		(3,587,891	)		(4,265,595	)		(677,704	)
Other income (expense)
Interest expense		(64,732	)		(2,857	)		61,875
Interest recorded on compensatory warrants		(737,569	)		-			737,569
Amortization of debt discount		(163,931	)		(17,075	)		146,856
Loss on related party transfer of intangible assets		(4,480,000	)		-			4,480,000
Total other income (expense)		(5,446,232	)		(19,932	)		5,426,300
Net loss	$	(9,034,123	)	$	(4,285,527	)	$	4,748,596

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

11Liquidity and Capital Resources

~~Revenue~~As of June 30, 2022, the Company had no cash and ~~Cost~~a bank overdraft of ~~Revenue~~$1,230 and current liabilities of $1,719,380. From inception to June 30, 2022, we have incurred an accumulated deficit of $18,937,685. This loss has been incurred through a combination of professional fees, R&D, SG&A and non-cash stock related costs of $13,235,369 to support our plans to develop our business. During fiscal 2022, the Company had negligible revenues and used cash in operations of $1,968,207. 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 have entered into a Common Stock Purchase Agreement with EMC2 Capital LLC, which provided us with $1,476,872 during fiscal 2022. Additionally, we entered into a Securities Purchase Agreement and related 12% senior secured convertible promissory note on June 18, 2021 and August 27, 2021, under which the Company received net proceeds of $224,500 on July 8, 2021 and $313,700 on September 2, 2021. Subsequent to fiscal 2022, in July 2022, the Company sold $239,675 face value of promissory notes from which the Company received $206,250 in proceeds. We are currently pursuing additional funds through equity or debt financing or a combination thereof. However, aside from the EMC2 SPA, the Company has no commitments to obtain any such financing, and there can be no assurance that financing will be available in amounts or on terms acceptable to the Company, if at all.

During fiscal 2021, the Company’s sales decreased $201,428 from $241,624 in Fiscal 2020 to $40,196 in fiscal 2021. As a result of the COVID pandemic, the Company became laser focused on developing and selling COVID tests. The decrease in our revenue was due to our ability to sell unapproved COVID tests in fiscal 2020 compared to decreasing demand for unapproved tests beginning in fiscal 2021. Our attempts to develop our own FDA approved COVID test proved unsuccessful as was our ability to resell third party COVID tests primarily due to their high-cost relative to our competitors. The Company is currently in the process of refocusing its attention on marketing its core FDA OTC approved products which includes tests for pregnancy, ovulation, colorectal, drugs of abuse, glucose strips and glucose monitors through various platforms, including Walmart, Amazon and eBay. The Company estimates sales of non-COVID-19 tests to begin in fiscal Q2.7

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

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

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

	Year Ended June 30,
	2021			2020			Change
Operating activities	$	(1,968,207	)	$	(642,802	)	$	(1,325,405	)
Investing activities		-			(3,505	)		3,505
Financing activities		1,893,505			706,512			1,186,993
Net increase (decrease) in cash	$	(74,702	)	$	60,205		$	(134,907	)

~~Research and Product Development~~Operating Activities

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

~~Selling, General and Administrative~~Investing Activities

~~Selling,~~The Company ~~general~~purchased ~~and~~computer ~~administrative~~equipment ~~(“SG&A”)~~totaling costs include all expenditures related to personnel, travel and entertainment, public company compliance and communication costs, sales related costs, insurance and other office related costs. SG&A costs increased by $~~234~~3,~~984~~505 toin ~~$311,062 during~~ fiscal 2021 ~~compared to $82,078 during fiscal 2020~~. The increase is due to an increase in personnel costs ($162,500), public company related costs ($21,446), rent ($38,639), and marketing ($28,053) offset by a decrease in sales commissions ($13,920) and other G&A costs ($1,734).

~~Stock Compensation~~Financing Activities

~~Stock~~During fiscal ~~compensation~~2022, ~~represents~~ the ~~expense~~Company ~~associated~~received ~~with~~$1,478,870 ~~the~~upon ~~issuance of stock in exchange for services and is non-cash in nature. Stock compensation is based on our stock price at~~ the ~~measurement~~sale ~~date and can fluctuate significantly as a result. Stock compensation expense in fiscal 2021 consisted~~ of ~~the issuance of 2~~7,~~950~~856,~~000~~514 shares of ~~restricted~~ common stock, ~~at a weighted average price of~~ $~~0.86~~2,000 ~~per~~upon ~~share compared to~~ the ~~fiscal 2020~~ issuance of 12,~~850~~000,000 shares ofpursuant ~~restricted~~to ~~common stock at~~ a ~~weighted~~warrant ~~average~~exercise, ~~price~~and of $~~2.00~~538,200 ~~per~~from ~~share. All shares were issued free of obligation and are valued at~~ the ~~close~~sale ~~price~~ of ~~our~~convertible ~~common~~promissory ~~stock~~notes onoffset ~~the~~by ~~date~~debt ofpayments ~~grant.~~totaling $123,565.

12During fiscal 2021, the Company received $680,051 upon the sale of 1,235,961 shares of common stock, $162,000 from the sale of convertible promissory notes, $75,000 from the sale of promissory notes and $144,576 from the sale of a related party note offset by payments of $73,000 on convertible promissory notes, $15,845 on promissory notes and $266,270 on related party notes.

~~Other Income and (Expense)~~Contractual Obligations

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

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

~~Liquidity~~We have ~~and~~no ~~Capital~~off-balance ~~Resources~~sheet arrangements.

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

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

~~Presented~~Due to ~~below is a table that summarizes~~ the ~~cash~~level ~~provided~~of oractivity ~~used in our activities~~ and ~~the~~lack ~~amount~~ of ~~the~~complex ~~respective~~transactions, ~~increases~~we orbelieve ~~decreases~~there inare ~~cash~~currently ~~provided~~no bycritical ~~(used~~accounting ~~in)~~policies ~~those~~and ~~activities~~estimates that ~~between~~affect the ~~fiscal~~preparation ~~periods:~~of our financial statements.

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

~~Operating~~Recently Issued ~~Activities~~Accounting Pronouncements

~~Net~~See “NOTE ~~cash~~2 ~~used~~– inSignificant ~~operating~~Accounting ~~activities~~Policies” ~~increased~~to ~~$42,334~~our orconsolidated 6%financial ~~during~~statements ~~fiscal~~under ~~2021~~Item 8 ~~compared~~in tothis ~~fiscal~~Annual Report ~~2020.~~on Form 10-K.

~~Investing~~Related Party ~~Activities~~Transactions

~~The~~For a ~~Company~~discussion ~~purchased~~of ~~computer~~our ~~equipment~~Related ~~totaling~~Party $3Transactions,~~505~~ see “Note 5 - Transactions With Related Persons” to our Financial Statements included under Item 8 in ~~fiscal~~this ~~2021~~Annual Report on Form 10-K.

13ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk

~~Financing~~Smaller reporting ~~Activities~~companies are not required to provide the information required by this item.

During fiscal 2021, the Company financed its operations from the sale of common stock ($680,051) and net issuance of promissory notes ($26,461). During fiscal 2020, the Company received 1) $20,000 upon the sale of 2,000,000 shares of common stock to LionsGate for $0.01 per share; 2) $564,715 from related party notes and advances; and 3) 95,000 from the sale of convertible promissory notes. 9

~~Contractual~~Item 8. Financial ~~Obligations~~Statements

~~None.~~INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Off-Balance Sheet Arrangements

		Page
Report of Independent Registered Public Accounting Firm		F-2

Balance Sheets as of June 30, 2022 and 2021		F-3

Statements of Operations for the Years Ended June 30, 2022 and 2021		F-4

Statements of Stockholders’ Equity (Deficit) for the Years Ended June 30, 2022 and 2021		F-5

Statements of Cash Flows for the Years Ended June 30, 2022 and 2021		F-6

Notes to Consolidated Financial Statements		F-7

~~We have no off~~F-~~balance sheet arrangements.~~1

~~Critical~~Report of Independent Registered Public Accounting ~~Policies~~Firm

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

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

~~Recently~~We ~~Issued~~have ~~Accounting~~audited ~~Pronouncements~~the accompanying consolidated balance sheets of Global WholeHealth Partners Corporation as of June 30, 2022 and 2021, the related statements of operations, stockholders’ equity (deficit), and cash flows for the years 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 the Company as of June 30, 2022 and 2021, 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.

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

~~Related~~These ~~Party~~financial ~~Transactions~~statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the 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.

~~For~~We aconducted ~~discussion~~our audit in accordance with the standards of ~~our~~the ~~Related~~PCAOB. ~~Party~~Those ~~Transactions~~standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, ~~see~~whether ~~“Note 5~~due -to ~~Transactions~~error ~~With~~or ~~Related~~fraud. ~~Persons”~~ The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our ~~Financial~~audits ~~Statements~~we ~~included~~are ~~under~~required ~~Item~~to 8obtain inan ~~this~~understanding of ~~Annual~~internal ~~Report~~control over financial reporting but not for the purpose of expressing an opinion on ~~Form~~the ~~10-K~~effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~ITEM~~Our 7Aaudit included 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. ~~Quantitative~~Such procedures included examining, on a test basis, evidence regarding the amounts and ~~Qualitative~~disclosures ~~Disclosures~~in ~~About~~the ~~Market~~financial ~~Risk~~statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

~~Smaller~~Substantial ~~reporting~~Doubt ~~companies~~about ~~are~~the ~~not~~Company’s Ability ~~required~~ to ~~provide~~Continue ~~the~~as ~~information~~a ~~required~~Going ~~by this item.~~Concern

14The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Item~~/S/ 8.BF ~~Financial~~Borgers ~~Statements~~CPA PC

~~INDEX~~BF TOBorgers ~~CONSOLIDATED~~CPA ~~FINANCIAL STATEMENTS~~PC

	Page
Report of Independent Registered Public Accounting Firm	16
Consolidated Balance Sheets as of June 30, 2021 and 2020	17
Consolidated Statements of Operations for the Years Ended June 30, 2021 and 2020	18
Consolidated Statements of Stockholders’ Equity (Deficit) for the Years Ended June 30, 2021 and 2020	19
Consolidated Statements of Cash Flows for the Years Ended June 30, 2021 and 2020	20
Notes to the Consolidated Financial Statements	21

We have served as the Company’s auditor since 2019

15Lakewood, CO

~~Report~~October of13, ~~Independent Registered Public Accounting Firm~~2022

~~To the shareholders and the board of directors of Global WholeHealth Partners Corporation~~ 5041

~~Opinion on the Financial Statements~~F-2

WeGLOBAL WHOLEHEALTH ~~have~~PARTNERS audited the accompanying consolidated balance sheets of Global WholeHealth Partners Corporation as of June 30, 2021 and 2020, the related statements of operations, stockholders' equity (deficit), and cash flows for the years 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 the Company as of June 30, 2021 and 2020, 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.CORPORATION

~~Basis~~CONSOLIDATED BALANCE ~~for Opinion~~SHEETS

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the 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.


	June 30,
	2022			2021
ASSETS

Current assets:
Cash	$	-		$	74,702
Prepaid expenses and other current assets		20,266			27,918
Inventory, net		-			29,681
Deferred financing costs		-			271,814
Total current assets		20,266			404,115

Equipment, net of accumulated depreciation of $2,230 and $1,067		1,274			2,438
Investment in related party common stock		5,000			5,000
Total assets	$	26,540		$	411,553

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities:
Related party note	$	-		$	2,785
Bank overdraft		1,230
Convertible notes payable, net of discount of $0 and $27,460, respectively		690,900			85,000
Notes payable		-			43,320
Accounts payable and accrued liabilities		173,727			148,946
Related party payables		730,175			228,598
Total current liabilities		1,596,032			508,649
Total liabilities		1,596,032			508,649

Commitments and contingencies

Stockholders’ equity (deficit):
Common stock; $0.001 par value, 400,000,000 shares authorized, 115,287,079 and 78,713,899 shares issued and outstanding at June 30, 2022 and 2021, respectively		115,287			78,714
Additional paid-in capital		17,244,206			13,529,861
Common stock payable		8,700			77,061
Retained deficit		(18,937,685	)		(13,782,732	)
Total stockholders’ equity (deficit)		(1,569,492	)		(97,096	)
Total liabilities and stockholders’ equity (deficit)	$	26,540		$	411,553

We(The accompanying ~~conducted~~notes ~~our audit in accordance with the standards of the 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, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform,~~ an ~~audit~~integral ~~of its internal control over financial reporting. As~~ part of ~~our~~these ~~audits~~consolidated ~~we are required to obtain an understanding of internal control over~~ financial ~~reporting~~statements) ~~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.~~

Our audit included 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 regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.F-3

~~Substantial~~GLOBAL WHOLEHEALTH ~~Doubt~~PARTNERS ~~about the Company’s Ability to Continue as a Going Concern~~CORPORATION

~~The~~CONSOLIDATED STATEMENTS ~~accompanying~~OF financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.OPERATIONS

/S/ BF Borgers CPA PC


	Years Ended June 30,
	2022			2021
Revenue	$	375		$	40,196
Revenue-related party		7,000			-
Cost of revenue		115,681			201,495
Cost of revenue-related party		4,000			-
Gross profit		(112,306	)		(161,299	)

Operating expenses
Professional fees		176,174			83,790
Research and development - related party		1,369,097			461,040
Research and development		3,600			20,700
Selling, general and administrative - related party		1,411,000			2,726,704
Selling, general and administrative		1,113,450			134,358
Total operating expense		4,073,321			3,426,592
Loss from operations		(4,185,627	)		(3,587,891	)
Other income (expense)
Interest expense		(281,866	)		(802,301	)
Amortization of debt discount		(687,460	)		(163,931	)
Loss on related party transfer of intangible assets		-			(4,480,000	)
Total other income (expense)		(969,326	)		(5,446,232	)
Net loss	$	(5,154,953	)	$	(9,034,123	)

Basic and Diluted Loss per Common Share	$	(0.05	)	$	(0.14	)

Weighted average number of common shares outstanding - basic and diluted		93,904,756			65,905,595

BF(The accompanying ~~Borgers~~notes ~~CPA~~are PCan integral part of these consolidated financial statements)

~~We have served as the Company's auditor since 2019~~F-4

~~Lakewood,~~GLOBAL WHOLEHEALTH COPARTNERS CORPORATION

~~September~~CONSOLIDATED STATEMENTS ~~27,~~OF ~~2021~~STOCKHOLDERS’ EQUITY (DEFICIT)


	Common Stock				Additional Paid-in			Common Stock			Retained			Total Stockholders’ Equity
	Shares		Amount		Capital			Payable			Deficit			(Deficit)
Balance, June 30, 2020		59,966,358	$	59,966	$	4,628,908		$	-		$	(4,748,609	)	$	(59,735	)
Common stock issued for cash		514,298		514		429,486			-			-			430,000
Common stock sold pursuant to the EMC2 SPA		721,663		722		(722	)		-			-			-
Common stock issued upon conversion of convertible promissory note		146,486		147		55,503			77,061			-			132,711
Common stock issued for services		2,950,000		2,950		2,541,050			-			-			2,544,000
Common stock issued for license agreements with Charles Strongo		8,000,000		8,000		4,472,000			-			-			4,480,000
Investment in related party common stock		5,000,000		5,000		-			-			-			5,000
Common stock issued as compensation for financings		1,415,094		1,415		1,258,019			-			-			1,259,434
Discount on convertible promissory notes due to beneficial conversion feature		-		-		145,617			-			-			145,617
Net loss for the year ended June 30, 2021		-		-		-			-			(9,034,123	)		(9,034,123	)
Balance, June 30, 2021		78,713,899	$	78,714	$	13,529,861		$	77,061		$	(13,782,732	)	$	(97,096	)
Common stock sold pursuant to the EMC2 SPA		7,856,514		7,857		1,197,200			-			-			1,205,057
Common stock issued upon conversion of convertible promissory note		10,716,666		10,716		261,845			(77,061	)		-			195,500
Common stock issued upon exercise of warrant		2,000,000		2,000		-			-			-			2,000
Common stock issued for services		16,000,000		16,000		1,717,100			8,700			-			1,741,800
Discount on convertible promissory notes due to beneficial conversion feature		-		-		538,200			-			-			538,200
Net loss for the year ended June 30, 2022		-		-		-			-			(5,154,953	)		(5,154,953	)
Balance, June 30, 2022		115,287,079	$	115,287	$	17,244,206		$	8,700		$	(18,937,685	)	$	(1,569,492	)

GLOBAL WHOLEHEALTH PARTNERS CORPORATION
CONSOLIDATED BALANCE SHEETS
	June 30,
	2021			2020
ASSETS
Current assets:
Cash	$	74,702		$	14,497
Accounts receivable		-			-
Prepaid expenses and other current assets		27,918			15,064
Inventory, net		29,681			152,147
Deferred financing costs		271,814			-
Total current assets		404,115			181,708
Equipment, net of accumulated depreciation of $1,067		2,438			-
Investment in related party common stock		5,000
Total assets	$	411,553		$	181,708
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Related party note	$	2,785		$	120,965
Convertible notes payable, net of discount of $27,460 and $25,149, respectively		85,000			69,851
Notes payable		43,320			-
Accounts payable and accrued liabilities		148,946			46,321
Related party payables		228,598			4,306
Total current liabilities		508,649			241,443
Total liabilities		508,649			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 June 30, 2021 and 2020		-			-
Common stock; $0.001 par value, 400,000,000 shares authorized, 78,713,899 and 59,966,358 shares issued and outstanding at June 30, 2021 and 2020, respectively		78,714			59,966
Common stock payable		77,061			-
Additional paid-in capital		13,529,861			4,628,908
Retained deficit		(13,782,732	)		(4,748,609	)
Total stockholders' equity (deficit)		(97,096	)		(59,735	)
Total liabilities and stockholders' equity (deficit)	$	411,553		$	181,708
(The accompanying notes are an integral part of these consolidated financial statements)

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

17F-5

GLOBAL WHOLEHEALTH PARTNERS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
		Year Ended June 30,
		2021	2020
Revenue		$ 40,196	$ 241,624
Cost of revenue		201,495	150,588
Gross profit		(161,299)	91,036
Operating expenses
	Professional fees	83,790	61,550
	Research and development - related party	461,040	492,440
	Research and development	20,700	20,563
	Selling, general and administrative - related party	1,690,204	1,512,422
	Selling, general and administrative	1,170,858	2,269,656
Total operating expense		3,426,592	4,356,631
Loss from operations		(3,587,891)	(4,265,595)
Other income (expense)
	Interest expense	(802,301)	(2,857)
	Amortization of debt discount	(163,931)	(17,075)
	Loss on related party transfer of intangible assets	(4,480,000)	-
Total other income (expense)		(5,446,232)	(19,932)
Net loss		$ (9,034,123)	$(4,285,527)
Basic and Diluted Loss per Common Share		$ (0.14)	$ (0.07)
Weighted average number of common shares outstanding - basic and diluted		65,905,595	57,804,167
(The accompanying notes are an integral part of these consolidated financial statements)

GLOBAL WHOLEHEALTH PARTNERS CORPORATION

18CONSOLIDATED STATEMENTS OF CASH FLOWS

GLOBAL WHOLEHEALTH PARTNERS CORPORATION
	Years Ended June 30,
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
	2022			2021
	Common Stock						Additional Paid-in			Common Stock		Retained			Total Stockholders' Equity
Cash flows from operating activities
	Shares			Amount			Capital			Payable		Deficit			(Deficit)
Net loss	$	(5,154,953	)	$	(9,034,123	)
Balance, June 30, 2019		56,116,358		$	56,116		$	426,784		$	-	$	(463,082	)	$	19,818
Adjustments to reconcile net loss to net cash flows used in operating activities:
Common stock issued to related party for cash at $0.01 per share		2,000,000			2,000			18,000			-		-			20,000
Loss on related party transfer of intangible assets		-			4,480,000
Issuance of common stock for services		1,850,000			1,850			3,698,150			-		-			3,700,000
Common stock issued for services		1,741,800			2,544,000
Forgiveness of related party advances		-			-			443,750			-		-			443,750
Amortization of debt discount		687,460			163,931
Discount on convertible promissory notes due to beneficial conversion feature		-			-			42,224			-		-			42,224
Penalties on default of Firstfire Notes		191,400			-
Net loss for the year ended June 30, 2020		-			-			-			-		(4,285,527	)		(4,285,527	)
Interest recorded on compensatory warrants		-			737,569
Balance, June 30, 2020		59,966,358			59,966			4,628,908			-		(4,748,609	)		(59,735	)
Depreciation and amortization		1,164			1,067
Common stock issued for cash		514,298			514			429,486			-		-			430,000
Changes in operating assets and liabilities:
Common stock sold pursuant to the EMC2 SPA		721,663			722			(722	)		-		-			-
(Increase) decrease in prepaid expenses and other assets		7,653			(12,854	)
Common stock issued upon conversion of convertible promissory note		146,486			147			55,503			77,061		-			132,711
(Increase) decrease in inventory		29,681			(122,466	)
Common stock issued for services		2,950,000			2,950			2,541,050			-		-			2,544,000
Increase (decrease) in accounts payable and accrued expenses		26,011			(127,336	)
Common stock issued for license agreements with Charles Strongo		8,000,000			8,000			4,472,000			-		-			4,480,000
Increase (decrease) related party payables		501,577			(227,806	)
Investment in related party common stock		5,000,000			5,000			-			-		-			5,000
Net cash flows used in operating activities		(1,968,207	)		(642,802	)
Common stock issued as compensation for financings		1,415,094			1,415			1,258,019			-		-			1,259,434
Cash flows used in investing activity
Discount on convertible promissory notes due to beneficial conversion feature		-			-			145,617			-		-			145,617
Purchase of equipment		-			(3,505	)
Net loss for the year ended June 30, 2021		-			-			-			-		(9,034,123	)		(9,034,123	)
Net cash flows used in investing activity		-			(3,505	)
Balance, June 30, 2021		78,713,899		$	78,714		$	13,529,861		$	77,061	$	(13,782,732	)	$	(97,096	)
Cash flows from financing activities
(The accompanying notes are an integral part of these consolidated financial statements)
Proceeds from sale of common stock		1,478,870			680,051
Proceeds from convertible promissory notes		538,200			162,000
Payments of convertible promissory notes		(50,000	)		(73,000	)
Proceeds from promissory notes		-			75,000
Payments of promissory notes		(70,780	)		(15,845	)
Proceeds from related party note, net		-			144,576
Payments of related party note		(2,785	)		(266,270	)
Net cash flows from financing activities		1,893,505			706,512
Change in cash		(74,702	)		60,205
Cash at beginning of period		74,702			14,497
Cash at end of period	$	-		$	74,702
Supplemental disclosure of cash flow information:
Interest paid in cash	$	11,875		$	32,680
Income taxes paid in cash	$	-		$	-
Supplemental disclosure of non-cash transactions:
Common stock issued for conversion of note payable	$	195,500		$	132,711
Debt discount recorded for beneficial conversion feature	$	538,200		$	145,617
Common stock issued for license agreements	$	-		$	4,480,000

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

GLOBAL WHOLEHEALTH PARTNERS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
	Year Ended June 30,
	2021			2020
Cash flows from operating activities
Net loss	$	(9,034,123	)	$	(4,285,527	)
Adjustments to reconcile net loss to net cash flows used in operating activities:
Loss on related party transfer of intangible assets		4,480,000			-
Common stock issued for services		2,544,000			3,700,000
Amortization of debt discount		163,931			17,075
Interest recorded on compensatory warrants		737,569			-
Depreciation and amortization		1,067			-
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable		-			-
(Increase) decrease in prepaid expenses and other current assets		(12,854	)		(15,064	)
(Increase) decrease in inventory		122,466			(152,147	)
Increase (decrease) in accounts payable and accrued expenses		127,336			46,321
Increase (decrease) related party payables		227,806			4,206
Net cash flows used in operating activities		(642,802	)		(685,136	)
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		680,051			20,000
Proceeds from convertible promissory notes		162,000			95,000
Payments on convertible promissory notes		(73,000	)		-
Proceeds from promissory notes		75,000			-
Payments on promissory notes		(15,845	)		-
Proceeds from related party note, net		144,576			564,715
Payments of related party note		(266,270	)		-
Net cash flows from financing activities		706,512			679,715
Change in cash		60,205			(5,421	)
Cash at beginning of period		14,497			19,918
Cash at end of period	$	74,702		$	14,497
Supplemental disclosure of cash flow information:
Interest paid in cash	$	32,680		$	-
Income taxes paid in cash	$	-		$	-
Supplemental disclosure of non-cash transactions:
Common stock issued for conversion of note payable	$	132,711		$	-
Debt discount recorded for beneficial conversion feature	$	145,617		$	-
(The accompanying notes are an integral part of these consolidated financial statements)

F-6

20GLOBAL WHOLEHEALTH PARTNERS CORPORATION

~~GLOBAL~~NOTES TO ~~WHOLEHEALTH~~FINANCIAL ~~PARTNERS CORPORATION~~ STATEMENTS

~~NOTES~~FOR THE TOYEARS ~~FINANCIAL~~ENDED ~~STATEMENTS~~JUNE 30, 2022 AND 2021

~~FOR~~NOTE 1 ~~THE~~– ~~YEARS~~Organization ~~ENDED~~and ~~JUNE~~Going ~~30, 2021 AND 2020~~Concern

~~NOTE 1 –~~ Organization ~~and Going Concern~~

~~Organization~~Global WholeHealth Partners Corporation was incorporated on March 7, 2013 in the State of Nevada under the name Texas Jack Oil and Gas Corp. On May 9, 2019, the Company amended its Articles of Incorporation to effect a change of name to Global WholeHealth Partners Corporation. The Company’s ticker symbol changed to GWHP.

~~Global~~The ~~WholeHealth~~Company ~~Partners~~develops ~~Corporation~~and ~~was~~markets ~~incorporated~~in-vitro ondiagnostic tests. ~~March~~The 7,Company ~~2013~~has indeveloped ~~the~~over ~~State~~125 ofDiagnostic ~~Nevada~~Tests ~~under~~with the ~~name~~criteria ~~Texas~~that ~~Jack~~they ~~Oil~~be “low cost”, OTC or “self-administered”, “absolutely accurate”, and ~~Gas~~provide ~~Corp~~“immediate results”. OnThe ~~May~~Company 9has 45 FDA approved tests for distribution in the US which include tests for Troponin, ~~2019~~Colorectal, ~~the~~and ~~Company~~Drug ~~amended~~testing ~~its~~among ~~Articles~~others. ofThe ~~Incorporation~~remainder totests ~~effect~~carry aan ~~change~~FDA Certificate of Exportability ~~name~~for todistribution ~~Global~~in ~~WholeHealth~~foreign ~~Partners~~countries ~~Corporation.~~and ~~The~~include ~~Company’s~~tests ~~ticker~~such ~~symbol~~as ~~changed~~Ebola, toZIKA, ~~GWHP~~Dengue Fever, Malaria, Influenza, Tuberculosis, Yellow Fever, Corona Viruses, and other epidemic and vector borne diseases.

The Company sells and develops in-vitro diagnostic products, including rapid diagnostic tests, such as the COVID-19 Test, 6-minute rapid whole blood Ebola Test, 6-minute whole blood Zika test, 8-minute whole blood rapid TB test and over 75 other tests.Going Concern

The Company’s ~~was~~consolidated ~~originally~~financial ~~organized~~statements ~~for~~are prepared using generally accepted accounting principles in the ~~purpose~~United States of ~~exploration~~America applicable to a going concern which contemplates the realization of ~~Oil~~assets and ~~Gas.~~liquidation ~~However,~~of liabilities in the normal course of business. The Company ~~was~~has ~~unable~~not toyet ~~establish~~established an ~~oil~~ongoing ~~and~~source ~~gas~~of ~~concern~~revenues ~~and~~sufficient ~~was~~to ~~abandoned~~cover inits ~~2016~~operating costs to allow it to continue as a going concern. OnAs ~~February~~shown 27in the accompanying financial statements, ~~2019~~the Company incurred negative operating cash flows of $1,968,2071,968,000 for the ~~Clark~~year ~~County~~ended ~~District~~June 30, ~~Court~~2022 and has an accumulated deficit of ~~Nevada~~$18,937,68518,943,000 ~~appointed~~from ainception ~~custodian~~through June 30, to2022. The ability of the Company. ~~The~~to ~~custodian~~continue ~~reestablished~~as a going concern is dependent on the Company inobtaining ~~good~~adequate ~~standing.~~capital to fund operating losses until it becomes profitable.

OnIn view ~~May~~of 9these conditions, ~~2019~~the ability of the Company to continue as a going concern is in substantial 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 ~~Board~~Company ~~reverse~~has ~~split~~relied ~~(1-for-500)~~upon internally generated funds, and funds from the ~~outstanding~~sale ~~Common~~of ~~Shares~~stock, issuance of promissory 58notes 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,~~172~~ 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,~~000~~ if at all. Should the Company be unable to ~~116,358~~raise ~~shares~~this amount of capital its operating plans will be limited to the amount of capital that it can access. These consolidated financial statements do not give effect to any adjustments which will be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying consolidated financial statements.

~~May~~NOTE 2 ~~23,~~– ~~2019,~~Significant ~~the~~Accounting 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, 88minute 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.Policies

~~Going~~Use of ~~Concern~~Estimates

The preparation ~~Company’s~~of ~~consolidated~~ financial statements ~~are~~in ~~prepared~~conformity ~~using~~with U.S. generally accepted accounting principles in(“GAAP”) ~~the~~requires ~~United States of America applicable~~ management to amake ~~going~~estimates ~~concern~~and ~~which~~assumptions ~~contemplates~~that affect the ~~realization~~reported amounts of assets and ~~liquidation of~~ liabilities inand ~~the~~disclosure ~~normal course~~ of ~~business.~~contingent ~~The~~assets ~~Company~~and liabilities ~~has~~at ~~not~~the ~~yet~~date ~~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, and the ~~Company~~reported ~~incurred~~amounts ~~negative~~of ~~operating~~revenues ~~cash~~and ~~flows~~expenses ofduring ~~$642,802 for~~ the ~~year~~reporting ~~ended~~period. ~~June~~Actual results ~~30,~~could ~~2021~~differ ~~and has an accumulated deficit of $13,782,732~~ from ~~inception~~those ~~through~~estimates. ~~June~~The ~~30,~~estimates ~~2021. The~~made ~~ability~~by ofmanagement ~~the~~primarily ~~Company~~relate to ~~continue~~accounts asreceivable, ainventories, ~~going~~deferred income ~~concern~~tax isvaluation ~~dependent~~allowances, onand ~~the~~identifiable ~~Company~~intangible ~~obtaining adequate capital to fund operating losses until it becomes profitable~~assets.

~~In view of these conditions, the ability of the Company to continue as a going concern is in doubt~~ Cash and ~~dependent~~cash upon achieving a profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. Historically, the Company has relied upon internally generated funds, and funds from the sale of stock, issuance of promissory notes and loans from its shareholders and private investors to finance its operations and growth. Management is planning to raise necessary additional funds for working capital through loans and/or additional sales of its common stock. However, there is no assurance that the Company will be successful in raising additional capital or that such additional funds will be available on acceptable terms, if at all. Should the Company be unable to raise this amount of capital its operating plans will be limited to the amount of capital that it can access. These consolidated financial statements do not give effect to any adjustments which will be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying consolidated financial statements.equivalents

21The Company considers all highly liquid instruments purchased with an original maturity of three months or less and money market accounts to be cash equivalents.

~~NOTE 2 – Significant Accounting Policies~~F-7

~~Principles of Consolidation~~Inventory

~~Global~~Inventory is ~~WholeHealth~~comprised ~~Partners~~of ~~Corp,~~finished agoods ~~private~~and ~~Wyoming~~stated ~~corporation~~at ~~was~~the ~~incorporated~~lower of cost or net realizable value. Inventory cost is determined on ~~April~~a weighted average basis in accordance with ASC 330-10-30-9. Provisions are made to reduce slow-moving, ~~2019~~obsolete, or unusable inventories to their ~~receive~~estimated ~~private~~useful ~~investor~~or ~~funds~~scrap values. When necessary, the Company establishes reserves for this purpose. During the year ended June 30, 2022 and ~~aggregate~~2021, ~~certain~~the Company recognized $115,681 and $171,811, respectively, of adjustments to reduce the value of inventory due primarily to the reduction in ~~vitro~~selling ~~diagnostic~~prices ~~assets.~~and expiration of test kits.

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.Equipment

OnFixed assets ~~May~~are ~~19,~~carried ~~2021~~at cost, ~~the~~less ~~Company~~accumulated ~~entered~~depreciation. ~~into~~Major aimprovements ~~Partnership~~are ~~Joint venture Philippines agreement with AAJ Partners Corp~~capitalized, awhile ~~Philippine~~repair ~~Company~~and ~~for~~maintenance ~~the~~are ~~purpose~~expensed when ofincurred. ~~establishing~~Renewals aand ~~manufacturing~~betterments ~~facility.~~that ~~The~~materially ~~agreement~~extend ~~provides~~ the ~~Company~~life ~~with~~of ~~40%~~the ~~interest~~assets inare ~~the~~capitalized. ~~joint~~When ~~venture~~assets ~~once~~are ~~formally~~retired ~~formed.~~or Asotherwise disposed of ~~June 30~~, ~~2021,~~ the ~~joint~~cost ~~venture~~and ~~legal~~related ~~entity~~accumulated ~~was~~depreciation inare ~~the~~removed ~~process~~from ~~of formation. The Company expects to report~~ the ~~results~~accounts, ofand ~~the~~any ~~joint~~resulting ~~venture~~gain ~~under~~or ~~the~~loss ~~equity~~is ~~method~~reflected in ofthat ~~accounting~~period.

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

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The estimates made by management primarily relate to accounts receivable, inventories, deferred income tax valuation allowances, and identifiable intangible assets.


		Estimated
		Useful Lives
Computer equipment and software		3 years
Equipment, furniture and fixtures		5 years

~~Cash and cash equivalents~~Intangible assets

~~The~~Other definite-lived ~~Company~~intangible ~~considers~~assets ~~all~~are ~~highly~~amortized ~~liquid~~over ~~instruments~~their ~~purchased~~useful ~~with~~lives. anThe ~~original~~Company ~~maturity~~reviews the recoverability of ~~three~~long-lived ~~months~~assets whenever events or ~~less~~changes ~~and~~in ~~money~~circumstances ~~market~~indicate ~~accounts~~the tocarrying beamount ~~cash~~of ~~equivalents.~~such assets may not be recoverable.

~~Inventory~~Revenue Recognition

~~Inventory~~The Company isrecognizes ~~comprised~~revenue offrom ~~finished~~operations ~~goods~~through ~~and stated at~~ the ~~lower~~sale of ~~cost or net realizable value~~products. ~~Inventory~~Product ~~cost~~revenue is ~~determined~~comprised onof athe ~~weighted~~sale ~~average~~of ~~basis in accordance with ASC 330-10-30-9~~consumables. ~~Provisions are made to reduce slow-moving~~To date, ~~obsolete,~~all orproducts ~~unusable~~sold ~~inventories~~have tobeen ~~their~~fully ~~estimated~~paid ~~useful or scrap values. When necessary, the Company establishes reserves~~ for ~~this purpose. During the year ended June 30, 2021, the Company recognized $171,811 of adjustments to reduce the value of inventory due primarily to the reduction~~ in ~~selling~~advance ~~prices~~ of ~~COVID-19 test products~~shipment.

~~Equipment~~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.

~~Fixed~~Revenue from ~~assets~~product ~~are~~sales ~~carried~~is atgenerally ~~cost,~~recognized ~~less~~upon ~~accumulated~~shipment ~~depreciation.~~to ~~Major~~the ~~improvements~~end ~~are capitalized~~customer, ~~while~~which ~~repair~~is ~~and maintenance are expensed~~ when ~~incurred.~~control ~~Renewals~~of ~~and betterments that materially extend~~ the ~~life~~product ofis ~~the~~deemed ~~assets~~to ~~are~~be ~~capitalized~~transferred. Invoicing ~~When~~typically ~~assets~~occurs ~~are~~prior ~~retired~~to orshipment ~~otherwise~~and ~~disposed of,~~ the ~~cost~~term ~~and~~between ~~related~~invoicing ~~accumulated depreciation are removed from the accounts,~~ and ~~any~~when ~~resulting~~payment ~~gain~~is ordue ~~loss~~ is ~~reflected~~not ~~in that period~~significant.

22Revenue 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.

~~Depreciation~~The Company isrecords ~~computed~~any onpayments areceived ~~straight-line~~from ~~basis~~customers ~~over~~prior ~~estimated~~to ~~useful lives of~~ the ~~related~~Company ~~assets.~~fulfilling ~~The~~its ~~estimated~~performance ~~useful~~obligation(s) ~~lives~~as ofdeferred ~~depreciable assets are:~~revenue.

		Estimated
		Useful Lives
Computer equipment and software		3 years
Equipment, furniture and fixtures		5 years

The Company had one customer that represented 57.2% of revenue for the year ended June 30, 2021. 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. No other customers represented greater than 10% of sales.

~~Intangible assets~~F-8

~~Other~~Concentration of ~~definite-lived~~Credit ~~intangible~~Risk ~~assets~~and ~~are amortized over their useful lives. The Company reviews the recoverability of long~~Off-~~lived~~Balance ~~assets~~Sheet ~~whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable.~~Risk

~~Revenue~~The Company ~~Recognition~~has no significant off-balance-sheet risk such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Financial instruments that potentially subject the Company to concentrations of credit risk are principally cash. The Company’s policy is to place its cash in high quality financial institutions. The Company does not believe significant credit risk exists with respect to these institutions.

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.Leases

~~Revenue~~The Company isrecognizes ~~recognized~~leases ~~when~~with ~~control~~a term of ~~products~~greater ~~and~~than ~~services~~a isyear ~~transferred~~on to the ~~customer~~balance insheet anby ~~amount~~recording ~~that~~right-of-use ~~reflects~~assets ~~the~~and ~~consideration~~lease ~~that~~liabilities. Leases ~~the~~can ~~Company~~be ~~expects~~classified toas ~~receive~~either ~~from~~operating ~~the~~leases ~~customer~~or infinance ~~exchange for those products and services~~leases. ~~This~~Operating ~~process~~leases ~~involves~~will ~~identifying~~result ~~the~~in ~~contract~~straight-line ~~with~~lease ~~the customer~~expense, ~~determining~~while finance ~~the~~leases ~~performance~~will ~~obligations~~result in ~~the~~front-loaded ~~contract,~~expense. ~~determining~~The ~~the~~Company’s ~~contract~~lease ~~price,~~consists ~~allocating~~of ~~the~~an ~~contract~~operating ~~price~~lease tofor ~~the~~office ~~distinct~~space. ~~performance~~The ~~obligations~~Company does innot ~~the~~recognize ~~contract,~~a iflease ~~applicable,~~liability ~~and~~or ~~recognizing~~right-of-use ~~revenue~~asset ~~when~~on the ~~performance~~balance ~~obligations~~sheet ~~have~~for ~~been~~short-term ~~satisfied~~leases. AInstead, ~~performance~~the ~~obligation~~Company isrecognizes short-term ~~considered~~lease ~~distinct~~payments ~~from~~as ~~other~~an ~~obligations~~expense inon a ~~contract~~straight-line ~~when~~basis itover ~~provides a benefit to~~ the ~~customer~~lease ~~either~~term. onA ~~its~~short-term ~~own~~lease oris ~~together~~defined ~~with~~as ~~other~~a ~~resources~~lease that, at ~~are readily available to~~ the ~~customer~~commencement ~~and~~date, ishas ~~separately identified in the contract. The Company considers~~ a ~~performance~~lease ~~obligation~~term ~~satisfied once it has transferred control~~ of a12 ~~good~~months or ~~service~~less toand ~~the~~does ~~customer,~~not ~~meaning~~include ~~the~~an ~~customer~~option ~~has the ability~~ to ~~use~~purchase ~~and obtain~~ the ~~benefit~~underlying ofasset that the ~~good~~lessee oris ~~service.~~reasonably ~~The~~certain ~~Company~~to ~~recognizes revenue for satisfied performance obligations only when it determines there are no uncertainties regarding payment terms or transfer of control~~exercise.

~~Revenue~~Fair Value 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. Measurements

~~Revenue~~Fair value is ~~recorded~~defined ~~net~~as ofthe ~~discounts,~~price ~~and~~that ~~sales~~would ~~taxes~~be ~~collected~~received onto ~~behalf~~sell ofan ~~governmental~~asset ~~authorities~~or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ~~Sales~~The ~~commissions~~Company ~~are~~utilizes ~~recorded~~a asthree-tier ~~selling~~fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and ~~marketing~~the ~~expenses~~lowest ~~when~~priority ~~incurred~~to unobservable inputs (level 3 measurements). These tiers include:

~~The~~Level 1, ~~Company~~defined ~~records~~as ~~any~~observable ~~payments~~inputs ~~received~~such ~~from~~as ~~customers~~quoted ~~prior~~prices tofor ~~the~~identical ~~Company~~instruments ~~fulfilling~~in ~~its~~active ~~performance obligation(s) as deferred revenue.~~markets;

~~The~~Level 2, ~~Company~~defined ~~had~~as ~~one~~inputs ~~customer~~other ~~that~~than ~~represented~~quoted ~~57.2%~~prices ofin ~~revenue~~active ~~for~~markets ~~the~~that ~~year~~are ~~ended~~either ~~June~~directly ~~30,~~or ~~2021.~~indirectly ~~The~~observable ~~Company~~such ~~had~~as ~~three~~quoted ~~customers~~prices for ~~that~~similar ~~represented~~instruments ~~87.6%~~in ofactive ~~revenue~~markets ~~(59.6%,~~or ~~17.4%~~quoted ~~and~~prices ~~10.6%)~~ for ~~the~~identical ~~year~~or ~~ended~~similar ~~June~~instruments ~~30,~~in ~~2020.~~markets Nothat ~~other~~are ~~customers~~not ~~represented~~active; ~~greater than 10% of sales.~~and

~~Concentration~~Level 3, ofdefined ~~Credit~~as ~~Risk~~unobservable ~~and~~inputs ~~Off-Balance~~in ~~Sheet~~which ~~Risk~~little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

~~The~~During the ~~Company~~periods ~~has~~covered noby ~~significant~~this ~~off-balance-sheet risk such as foreign exchange contracts~~report, ~~option contracts, or other foreign hedging arrangements. Financial instruments that potentially subject~~ the Company todid ~~concentrations~~not ofhave ~~credit~~any ~~risk~~assets ~~are~~or ~~principally~~liabilities ~~cash.~~that ~~The~~were ~~Company’s~~required ~~policy is~~ to ~~place~~be ~~its~~measured ~~cash~~at infair ~~high~~value on ~~quality~~a ~~financial~~recurring ~~institutions.~~basis ~~The~~or ~~Company~~on ~~does~~a ~~not~~non-recurring ~~believe significant credit risk exists with respect to these institutions~~basis.

~~Leases~~Fair Value of Financial Instruments

The Company’s ~~recognizes~~financial ~~leases~~instruments ~~with~~consist ~~a term~~ of ~~greater~~accounts ~~than~~payable ~~a year on the balance sheet by recording right-of-use assets~~ and ~~lease~~accrued ~~liabilities~~expenses. ~~Leases~~The ~~can~~carrying beamounts ~~classified~~of asthe ~~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~~financial instruments ~~consists~~approximate offair anvalue ~~operating~~because ~~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.~~maturity ~~Instead,~~of ~~the~~these ~~Company~~items. ~~recognizes~~These ~~short-term~~fair ~~lease~~value ~~payments~~estimates asare ansubjective ~~expense~~in onnature and ainvolve ~~straight-line~~uncertainties ~~basis~~and ~~over~~matters ~~the~~of ~~lease~~significant ~~term.~~judgment Aand, ~~short-term lease is defined as a lease that~~therefore, atcannot ~~the~~be ~~commencement~~determined ~~date,~~with ~~has~~precision. aChanges ~~lease~~in ~~term~~assumptions could ofsignificantly 12affect ~~months~~those orestimates. ~~less~~We ~~and~~do ~~does~~ not ~~include~~hold anor ~~option~~issue tofinancial ~~purchase~~instruments ~~the~~for ~~underlying~~trading ~~asset~~purposes, ~~that~~nor ~~the~~do ~~lessee~~we isutilize ~~reasonably certain to exercise~~derivative instruments.

23Income Taxes

~~Derivatives~~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 differences 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.

~~All derivatives are recorded at fair value on the balance sheet. The Company has determined fair values using market~~F-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.9

~~Fair~~Transactions with ~~Value~~Related ~~Measurements~~Parties

~~Fair~~Parties are ~~value~~considered isto ~~defined~~be asrelated to the ~~price~~Company ~~that~~if ~~would~~the beparties ~~received~~directly toor ~~sell~~indirectly, anthrough ~~asset~~one or ~~paid~~more tointermediaries, ~~transfer~~control, aare ~~liability~~controlled by, inor anare ~~orderly~~under ~~transaction~~common ~~between~~control ~~market~~with ~~participants~~the atCompany. Related parties also include principal stockholders of the ~~measurement~~Company, ~~date.~~its ~~The~~management, members of the immediate families of principal stockholders of the Company ~~utilizes~~and aits ~~three-tier~~management ~~fair~~and ~~value~~other ~~hierarchy~~parties with which ~~prioritizes~~the Company may deal where one-party controls or can significantly influence the ~~inputs~~management ~~used~~or inoperating ~~measuring~~policies ~~fair~~of ~~value~~the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The ~~hierarchy~~Company ~~gives~~discloses ~~the~~all ~~highest~~material related-party ~~priority~~transactions. toAll ~~unadjusted~~transactions ~~quoted~~shall ~~prices~~be inrecorded ~~active~~at ~~markets~~fair ~~for~~value ~~identical~~of ~~assets~~the goods or ~~liabilities~~services ~~(level~~exchanged. 1Property ~~measurement)~~purchased ~~and~~from a related party is recorded at the ~~lowest~~cost ~~priority~~to the related party and any payment to ~~unobservable~~or ~~inputs~~on ~~(level~~behalf 3of ~~measurements).~~the ~~These~~related ~~tiers~~party ~~include:~~in excess of the cost is reflected as compensation or distribution to related parties depending on the transaction.

~~Level~~Net Income 1,(Loss) ~~defined~~Per ~~as observable inputs such as quoted prices for identical instruments in active markets;~~Share

~~Level~~Basic net 2,loss ~~defined~~per ascommon ~~inputs~~share ~~other~~attributable ~~than~~to ~~quoted~~common ~~prices~~stockholders inis ~~active~~calculated ~~markets~~by ~~that~~dividing ~~are~~the ~~either~~net ~~directly~~loss orattributable ~~indirectly~~to ~~observable~~common ~~such~~stockholders by asthe ~~quoted~~weighted-average ~~prices~~number of common shares outstanding for ~~similar~~the ~~instruments~~period, inwithout ~~active~~consideration ~~markets~~for orcommon ~~quoted~~stock ~~prices~~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 ~~identical~~the orperiod ~~similar~~determined ~~instruments~~using inthe ~~markets~~treasury-stock ~~that~~method. Dilutive common stock equivalents are ~~not~~comprised ~~active;~~of convertible notes and warrants to purchase common stock. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position.

~~Level~~The potentially 3,dilutive ~~defined~~securities asthat ~~unobservable~~would ~~inputs~~be inanti-dilutive ~~which~~due ~~little~~to orthe noCompany’s ~~market~~net ~~data~~loss ~~exists,~~are ~~therefore~~not ~~requiring~~included anin ~~entity~~the tocalculation ~~develop~~of diluted ~~its~~net ~~own~~loss ~~assumptions,~~per ~~such~~share asattributable ~~valuations~~to ~~derived~~common ~~from~~stockholders. ~~valuation~~The ~~techniques~~anti-dilutive insecurities ~~which~~are ~~one~~as orfollows ~~more~~(in ~~significant~~common ~~inputs~~stock ~~or significant value drivers are unobservable.~~equivalent shares):

During the periods covered by this report, the Company did not have any assets or liabilities that were required to be measured at fair value on a recurring basis or on a non-recurring basis.


	Year Ended June 30, 2022		Year Ended June 30, 2021
Common stock warrants		546,975		2,216,975
Convertible promissory notes		131,535,144		10,354

~~Fair~~Research and ~~Value of Financial Instruments~~Development

~~The~~Research and ~~Company’s~~development ~~financial~~costs ~~instruments~~primarily consist of ~~accounts~~research ~~payable~~contracts ~~and~~for ~~accrued expenses. The carrying amounts of~~ the ~~Company’s~~advancement ~~financial instruments approximate fair value because~~ of ~~the~~product ~~short-term maturity of these items~~development. ~~These~~The ~~fair~~Company ~~value~~expenses ~~estimates~~all ~~are subjective in nature~~ research and ~~involve~~development ~~uncertainties~~costs ~~and matters of significant judgment and, therefore, cannot be determined with precision. Changes~~ in ~~assumptions~~the ~~could~~period ~~significantly affect those estimates~~incurred. ~~We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments.~~

~~Income Taxes~~Stock-Based Compensation

The Company accounts for ~~income~~stock-based ~~taxes~~compensation ~~using~~in ~~the~~accordance ~~asset~~with ~~and~~Accounting ~~liability~~Standards ~~method.~~Codification ~~Under~~(“ASC”) ~~the~~718, ~~asset~~Stock ~~and~~Based Compensation. ~~liability~~ASC ~~method,~~718 ~~deferred~~requires ~~tax~~all ~~assets~~stock-based ~~and~~payments ~~liabilities~~to ~~are~~directors, ~~recognized~~employees ~~for~~and ~~the~~consultants, ~~future~~including ~~tax~~grants ~~consequences~~of ~~attributed~~stock options, to be ~~differences~~recognized ~~between~~in the ~~financial~~consolidated ~~statement~~statements ~~carrying amounts~~ of ~~existing~~operations ~~assets~~based ~~and~~on ~~liabilities and~~ their ~~respective~~fair ~~tax~~values. ~~bases~~If ~~and~~a ~~tax~~stock-based ~~credits~~award ~~and~~contains ~~loss carry~~performance-~~forwards.~~based conditions, ~~Deferred~~at ~~tax~~the ~~assets~~point ~~and~~that ~~liabilities~~it ~~are~~becomes ~~measured~~probable ~~using~~that ~~enacted~~the ~~tax~~performance ~~rates~~conditions ~~expected~~will tobe ~~apply~~met, ~~to taxable income in~~ the ~~years~~Company inrecords ~~which~~a ~~those~~cumulative ~~temporary differences and carry~~catch-~~forwards~~up of ~~are~~the ~~expected~~expense tofrom bethe ~~recovered~~grant ordate ~~settled.~~to ~~The~~the ~~effect~~current ondate, ~~deferred~~and ~~tax~~then ~~assets~~amortizes ~~and~~the ~~liabilities~~remainder of ~~a change in tax rates is recognized in income in~~ the ~~period~~expense ~~that~~over ~~includes~~ the ~~enactment~~remaining ~~date~~service period. Management Aevaluates ~~valuation allowance is established~~ when ~~necessary~~the toachievement ~~reduce~~of ~~deferred tax assets to amounts expected to be realized. The Company reports~~ a ~~liability~~performance-based ~~for~~condition ~~unrecognized~~is ~~tax~~probable ~~benefits~~based ~~resulting~~on ~~from~~the ~~uncertain income tax positions, if any, taken or~~ expected tosatisfaction beof ~~taken~~the inperformance conditions ~~an income tax return. Estimated interest and penalties are recorded~~ as ~~a component~~ of ~~interest~~the ~~expense~~reporting ~~or other expense, respectively~~date.

24Accounting Pronouncements

~~Transactions~~We evaluate ~~with~~all ~~Related~~Accounting ~~Parties~~Standards Updates (ASUs) issued by the Financial Accounting Standards Board (FASB) for consideration of their applicability. ASUs not included in our disclosures were assessed and determined to be either not applicable or are not expected to have a material impact on our Consolidated Financial Statements.

Parties are considered to be related to the Company if the parties directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal stockholders of the Company, its management, members of the immediate families of principal stockholders of the Company and its management and other parties with which the Company may deal where one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all material relatedF-party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. Property purchased from a related party is recorded at the cost to the related party and any payment to or on behalf of the related party in excess of the cost is reflected as compensation or distribution to related parties depending on the transaction.10

~~Basic~~New Accounting ~~net~~Pronouncements ~~loss~~Not ~~per~~Yet common share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted net loss per common share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common share equivalents outstanding for the period determined using the treasury-stock method. Dilutive common stock equivalents are comprised of convertible notes and warrants to purchase common stock. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position.Adopted

~~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~~None. ~~The anti-dilutive securities are as follows (in common stock equivalent shares):~~

	Year Ended June 30, 2021	Year Ended June 30, 2020
Common stock warrants	2,216,975	-
Convertible promissory notes	10,354	10,727

Accounting Pronouncements Recently Adopted

~~Research~~In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and ~~Development~~Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for the Company for fiscal years beginning after December 31, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020 and adoption must be as of the beginning of the Company’s annual fiscal year. The Company adopted ASU 2020-06 beginning with our fiscal year starting on July 1, 2021 with no impact on its Financial Statements.

~~Research~~In January 2020, the FASB issued ASU 2020-01 - Investments - Equity securities (Topic 321), Investments - Equity method and ~~development~~joint ~~costs~~ventures (Topic ~~primarily~~323), ~~consist~~and ofDerivatives ~~research~~and ~~contracts~~hedging ~~for~~(Topic 815) - Clarifying the ~~advancement~~interactions ofbetween ~~product~~Topic ~~development~~321, Topic 323, and Topic 815. The ~~Company~~amendments in ~~expenses~~this ~~all~~Update ~~research~~improve the accounting for certain equity securities upon the application or discontinuation of the equity method of accounting and ~~development~~clarify ~~costs~~the scope considerations for forward contracts and purchased options on certain securities. The amendments are effective for public entities in ~~the~~fiscal ~~period~~years ~~incurred~~beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted. The Company adopted ASU 2020-01 beginning with our fiscal year starting on July 1, 2021 with no impact on its Financial Statements.

~~Stock~~In December 2019, the FASB issued ASU 2019-~~Based~~12, ~~Compensation~~Income Taxes – Simplifying the Accounting for Income Taxes. The guidance removes certain exceptions for recognizing deferred taxes for equity method investments, performing intra period allocation, and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for goodwill and allocating taxes to members of a consolidated group, among others. This guidance is effective for interim and annual reporting periods beginning after December 15, 2020. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued. The transition requirements are dependent upon each amendment within this update and will be applied either prospectively or retrospectively. The Company adopted ASU 2019-12 effective July 1, 2021 with no impact on its Financial Statements.

~~The~~NOTE 3 ~~Company~~– accounts 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 options, to be recognized in the consolidated statements of operations based on their fair values. If a stock-based award contains performance-based conditions, at the point that it becomes probable that the performance conditions will be met, the Company records a cumulative catch-up of the expense from the grant date to the current date, and then amortizes the remainder of the expense over the remaining service period. Management evaluates when the achievement of a performance-based condition is probable based on the expected satisfaction of the performance conditions as of the reporting date.Equipment

~~Recent~~Equipment consists ~~accounting~~of ~~pronouncements~~the ~~not yet adopted~~following:

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for the Company for fiscal years beginning after December 31, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020 and adoption must be as of the beginning of the Company’s annual fiscal year. The Company adopted ASU 2020-06 beginning with our fiscal year starting on July 1, 2021. We do not expect the adoption of ASU 2020-06 to have a material impact on our consolidated financial statements.

Summary Of Equipment
	June 30,
	2022			2021
Computers, office equipment and software	$	3,505		$	3,505
Total equipment		3,505			3,505
Accumulated depreciation		(2,230	)		(1,067	)
Equipment, net	$	1,274		$	2,438

25During the year ended June 30, 2021, the Company purchased $3,505 of computer equipment. During fiscal 2022 and 2021, the Company recognized depreciation expense of $1,163 and $1,067, respectively.

~~Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative non~~F-~~governmental US GAAP as found in the Financial Accounting Standards Board's Accounting Standards Codification.~~11

~~Recently~~NOTE 4 ~~adopted~~– ~~accounting~~Stockholder’s ~~pronouncements~~Equity

In January 2020, the FASB issued ASU 2020-01 - Investments - Equity securities (Topic 321), Investments - Equity method and joint ventures (Topic 323), and Derivatives and hedging (Topic 815) - Clarifying the interactions between Topic 321, Topic 323, and Topic 815. The amendments in this Update improve the accounting for certain equity securities upon the application or discontinuation of the equity method of accounting and clarify the scope considerations for forward contracts and purchased options on certain securities. The amendments are effective for public entities in fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted. The Company did not early adopt and believes the adoption of this new guidance will not have a material impact on its consolidated financial statements and disclosures.Preferred Stock

~~In December 2019, the FASB issued ASU 2019-12, Income Taxes – Simplifying the Accounting for Income Taxes.~~ The Company ~~guidance~~has ~~removes~~Preferred ~~certain~~stock: ~~exceptions for recognizing deferred taxes for equity method investments, performing intra period allocation, and calculating income taxes in interim periods~~$0.001 ~~The~~par ~~ASU~~value; ~~also adds guidance to reduce complexity in certain areas~~10, ~~including recognizing deferred taxes for goodwill and allocating taxes to members of a consolidated group~~000,000 ~~among~~shares ~~others.~~authorized ~~This~~with ~~guidance~~no isshares effective for interim and annual reporting periods beginning after December 15, 2020. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued. ~~The transition requirements are dependent upon each amendment within this update~~ and ~~will be applied either prospectively or retrospectively~~outstanding. The Company adopted ASU 2019-12 effective July 1, 2021. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements, financial position, results of operations, or cash flows.

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 now 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 No. 2017-11 at the beginning of the fiscal 2020 with no impact on its Financial Statements.Common Stock

The Company ~~reviews~~has ~~new~~400,000,000 ~~accounting~~shares ~~standards as issued. Although some~~ of ~~these~~Common ~~accounting~~Stock ~~standards~~authorized ~~issued or effective after the end~~ of ~~the~~which ~~Company’s~~115,287,079 ~~previous~~and ~~fiscal year may be applicable~~78,713,899 ~~the~~shares ~~Company~~were ~~has~~issued ~~not~~and ~~identified~~outstanding ~~any~~as ~~standards that the Company believes merit further discussion. The Company believes that none~~ of June 30, ~~the~~2022 ~~new~~and ~~standards~~June 30, ~~will~~2021, ~~have a significant impact on the consolidated financial statements~~respectively.

26During fiscal 2022, the Company issued 16,000,000 shares in exchange for services valued at $1,733,100, which includes the issuance of 9,000,000 shares, in total, to the Board of Directors, valued at $387,000.

~~NOTE~~During fiscal 32022, –Firstfire ~~Equipment~~1) converted $164,000 or principal of Firstfire Note No. 1 at a per share price of $0.03, and received 5,466,666 shares; and 2) converted $31,500 or principal of Firstfire Note No. 2 at a per share price of $0.0063, and received 5,000,000 shares.

~~Equipment~~On July 10, ~~consists~~2021, the Company and LionsGate Funding Management LLC (“LGFM”) entered into a Media and Marketing Services Agreement (the “MMSA”). Pursuant to the MMSA, 1) LGFM will provide services designed to increase the awareness and visibility in the investment community and market product to distributors throughout the world for a period of 12 months; and 2) the ~~following:~~Company will pay LGFM $100,000 and issue 300,000 shares of restricted common stock valued at $129,000. The shares were issued on October 11, 2021. Lionsgate was issued 2,500,000 shares on January 13, 2022 in exchange for services valued at $215,000.

	June 30,
	2021			2020
Computers, office equipment and software	$	3,505		$	-
Total equipment		3,505			-
Accumulated depreciation		(1,067	)		-
Equipment, net	$	2,438		$	-

On April 20, 2021, the Company and Empire Associates, Inc. entered into a Stock Purchase Agreement whereby the Company agreed to issue 250,000 to Empire Associates, Inc. in full satisfaction of the $77,060 paid to Geneva by Empire Associates on behalf of the Company. The shares were issued on September 2, 2021.

~~During~~On April 12, 2021, the ~~year~~Company ~~ended~~and ~~June~~Nunzia 30Pharmaceutical, Inc. entered into a Mutual Sales and Marketing Agreement (the “MSMA”). Pursuant to the terms of the MSMA, each company has mutual abilities to share their products for sale under nonexclusive but favorable conditions and prices. The duration of the agreement is for an initial period of five years commencing on April 12, 2021. As consideration for the MSMA, the Company ~~purchased~~agreed $3to issue 5,~~505~~000,000 shares of ~~computer~~its ~~equipment~~restricted common stock to Nunzia and Nunzia agreed to issue 5,000,000 shares of its restricted common stock to the Company. ~~During~~Due ~~fiscal~~to ~~2021~~the related party nature of the MSMA, the Company ~~recognized~~recorded ~~depreciation~~the ~~expense~~issuance of its shares at par value and the receipt of shares from Global at par value or $15,~~067~~000 and reflected the balance as a non-current asset under the account “Investment in related party.”

~~NOTE~~On March 30, 42021, –the ~~Stockholder~~Company entered into a License Agreement (the “IP License Agreement”) with Charles Strongo. Under the terms of the IP License Agreement, the Company has the exclusive license to use the intellectual property, “A Rapid, Micro-Welt or Later flow text for Parkinson’s, ~~Equity~~Dementia, or Alzheimer or ASD.” The Company agreed to issue 5,000,000 shares of common stock and pay a 2% fee of gross sales from use of the intellectual property. The duration of the IP License Agreement is for an initial period of five years. The IP License Agreement was initially valued at $0.62 per share or $3,100,000. Due to the related party nature of the transfer and the absence of historical cost records, the full $3,100,000 was expensed within “Loss on related party transfer of intangible assets.”

~~Preferred~~On March 15, ~~Stock~~2021, the Company issued 146,486 shares to Geneva Roth Remark Holdings, Inc. For additional information see “NOTE 6 – Convertible Promissory Notes” below.

~~The~~On February 21, 2021, the Company ~~has~~agreed ~~Preferred~~to ~~stock:~~issue ~~$0.001~~and ~~par~~on ~~value;~~February 25, 10issued 1,~~000~~750,000 shares ~~authorized~~to ~~with~~LionsGate. noThe ~~shares~~Company ~~issued~~recorded compensation ~~and~~expense ~~outstanding~~of $1,680,000.

~~Common~~On January 12, ~~Stock~~2021, the Company entered into a License Agreement (the “Patent License Agreement”) with Charles Strongo. Under the terms of the Patent License Agreement, the Company has the exclusive license to manufacture, sell and license to be manufactured the only Biodegradable plastic for medical devices. The devices include cassettes, midstream, small buffer bottles, urine cups, and any other plastic type of medical device used in testing or for medical services under provisional patent number 63/054,139. The Company agreed to issue 3,000,000 shares of restricted common stock and pay a 2% fee of gross sales from use of the patent. The duration of the Patent License Agreement is for an initial period of five years. The Patent License Agreement was valued at $0.46 per share or $1,380,000. Due to the related party nature of the transfer and the absence of historical cost records, the full $1,380,000 was expensed within “Loss on related party transfer of intangible assets.”

~~The Company has 400,000,000 shares of Common Stock authorized of which 78,713,899 and 56,116,358 shares were issued and outstanding as of June 30, 2021 and June 30, 2020, respectively.~~ F-12

On ~~April 20~~ January 5, 2021, the ~~Company~~ ~~and~~Board ~~Empire~~appointed ~~Associates~~a new member, ~~Inc~~Dr. ~~entered~~Miriam ~~into~~Lisbeth aPaez ~~Stock~~De ~~Purchase~~La ~~Agreement~~Cerda ~~whereby~~and ~~the~~issued ~~Company agreed to issue 250~~200,000 toshares ~~Empire Associates, Inc. in full satisfaction~~ of ~~the~~restricted ~~$77,060~~common stock ~~paid~~ to ~~Geneva~~each ~~by Empire Associates on behalf~~ of the ~~Company.~~six ~~The~~Directors ~~shares~~for ~~were~~a ~~unissued~~total asissuance of ~~June 30~~1, ~~2021~~200,000 ~~but~~shares ~~are~~valued ~~included~~at in$0.72 per share, the ~~calculation~~closing price of ~~EPS~~our common stock on anJanuary 5, ~~as-if issued basis~~2020.

On ~~April 12~~ December 15, ~~2021~~2020, the Company ~~and~~sold ~~Nunzia Pharmaceutical~~250, Inc. entered into a Mutual Sales and Marketing Agreement (the “MSMA”). Pursuant to the terms of the MSMA, each company has mutual abilities to share their products for sale under nonexclusive but favorable conditions and prices. The duration of the agreement is for an initial period of five years commencing on April 12, 2021. As consideration for the MSMA, the Company agreed to issue 5,000~~,000~~ shares of ~~its~~ restricted common stock tofor ~~Nunzia~~$0.36 ~~and~~per ~~Nunzia~~share ~~agreed~~and toreceived ~~issue 5~~$90,000~~,000 shares of its restricted common stock to the Company~~. ~~Due~~These ~~to the related party nature of the MSMA, the Company recorded the issuance of its~~ shares were atissued ~~par~~on ~~value and the receipt of shares from Global at par value or $~~February 5,~~000~~ ~~and reflected the balance as a non-current asset under the account “Investment in related party~~2021.”

On ~~March 30~~ September 24, ~~2021~~2020, the Company ~~entered~~and ~~into a License Agreement (the “IP License Agreement”) with Charles Strongo~~Dr. ~~Under~~Scott ~~the terms of the IP License Agreement~~Ford, ~~the Company has the exclusive license to use the intellectual property~~Director, “Aentered ~~Rapid,~~into ~~Micro-Welt~~a orsubscription ~~Later~~agreement ~~flow text~~ for ~~Parkinson’s,~~the ~~Dementia,~~purchase ~~or Alzheimer or ASD.” The Company agreed to issue 5~~219,~~000,000~~298 shares of restricted common stock ~~and~~at ~~pay~~ a 2%price ~~fee~~ of ~~gross~~$1.14 ~~sales~~per ~~from~~share ~~use~~($250,000 oftotal) ~~the~~which ~~intellectual~~represents ~~property.~~a ~~The~~50% ~~duration~~discount ofto the ~~IP License Agreement is for an initial period of five years. The IP License Agreement was initially valued at $0.62 per~~ share orprice ~~$3,100,000.~~due ~~Due~~ to the lack ~~related party nature~~ of ~~the~~marketability ~~transfer~~ and the ~~absence~~thinly traded nature of ~~historical~~our ~~cost~~common ~~records,~~stock on the ~~full~~OTC. ~~$3,100,000~~These ~~was~~shares ~~expensed~~were ~~within~~issued ~~“Loss~~ on ~~related~~February 5, ~~party transfer of intangible assets~~2021.”

On ~~March 15~~ July 9, ~~2021~~2020, the Company ~~issued~~and ~~146~~Dr. Scott Ford,~~486~~ ~~shares~~Director, toentered ~~Geneva~~into ~~Roth~~a ~~Remark~~subscription ~~Holdings~~agreement for the purchase 45,000 ~~Inc~~shares of restricted common stock at a price of $2.00 ~~For~~per ~~additional~~share ~~information~~which ~~see~~represents ~~“NOTE~~a 650% –discount ~~Convertible~~to ~~Promissory~~the ~~Notes”~~share ~~below~~price due to the lack of marketability and the thinly traded nature of our common stock on the OTC. These shares were issued on February 5, 2021.

~~On February 21, 2021, the Company agreed to issue and on February 25, issued 1,750,000 shares to LionsGate. The Company recorded compensation expense of $1,680,000.~~EMC2 Capital

27On July 22, 2020, the Company entered into a Common Stock Purchase Agreement (the “EMC2 SPA”) and a Registration Rights Agreement with EMC2 Capital, LLC (“EMC2 Capital”) pursuant to which EMC2 Capital agreed to invest up to One Hundred Million Dollars ($100,000,000) to purchase the Company’s common stock at a purchase price as defined in the Common Stock Purchase Agreement (the “Purchase Shares”). As consideration for entry into the EMC2 SPA, the Company agreed to issue 1,415,094 shares of common stock (the “Commitment Shares”) and a warrant to purchase up to two million (2,000,000) shares of common stock (the “Commitment Warrant”). The Commitment Warrant vested upon issuance, expires on its fifth anniversary and had an initial exercise price of $1.59 per share subject to adjustment whereby in the event that the bid price drops below the exercise price, at any time, the exercise price will decease by a prescribed amonut. Since the bid price dropped below $0.59 per share, the exercise price has been adjusted to par value, or $0.001 per share. Additionally, the Company agreed to issue a Registration Rights Agreement as an inducement to EMC2 Capital to execute and deliver the EMC2 SPA, 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 obligation to issue the Commitment Shares and Commitment Warrant and the right of the Company to sell Purchase Shares to EMC2 Capital was dependent on the Company satisfying certain conditions, including notice of effectivness of the shelf registration statement registering the Purchase Shares and the issuance of the Commitment Shares and Commitment Warrant. Our Form S-1 registering 11,993,271 shares of common stock related to the EMC2 SPA was filed on January 28, 2021 and declared effective on March 3, 2021, the measurement date.

OnThe value ~~January~~of ~~12, 2021,~~ the ~~Company~~Commitment ~~entered~~Shares ~~into~~on ~~a License Agreement (~~the ~~“Patent~~measurement ~~License~~date ~~Agreement”)~~was ~~with Charles Strongo~~$0.89 ~~Under~~per ~~the~~share ~~terms~~or ~~of the Patent License Agreement~~$1, ~~the Company has the exclusive license to manufacture~~259, ~~sell and license to be manufactured the only Biodegradable plastic for medical devices~~000. The ~~devices~~value ~~include cassettes, midstream, small buffer bottles, urine cups, and any other plastic type~~ of ~~medical~~the ~~device~~Commitment ~~used~~Warrant inon ~~testing~~the Measurement orDate ~~for~~was ~~medical services under provisional patent number 63/054~~$1,~~139. The Company agreed to issue 3~~780,000~~,000~~ ~~shares~~as ofcalculated ~~restricted~~using ~~common~~the ~~stock~~Black-Scholes ~~and~~option-pricing ~~pay a 2% fee of gross sales from use of the patent~~model. ~~The~~Variables ~~duration~~used ofin the ~~Patent~~Black-Scholes ~~License~~option-pricing model ~~Agreement~~include: is(1) ~~for~~Stock anprice ~~initial period~~ of ~~five years~~$0.89 ~~The~~per ~~Patent~~share; ~~License~~(2) ~~Agreement~~exercise ~~was~~price ~~valued~~of at $0.46001 per share; or(3) ~~$1,380,000.~~discount ~~Due~~rate to0.73% ~~the~~(4) ~~related~~expected ~~party nature~~ life of ~~the~~4.33 ~~transfer~~years, ~~and~~(5) ~~the~~expected ~~absence~~volatility of ~~historical cost records~~227%, ~~the~~and ~~full~~(6) ~~$1,380,000~~0zero ~~was~~expected ~~expensed within “Loss on related party transfer of intangible assets~~dividends.”

OnAs a ~~January~~result 5,of ~~2021~~the Securities and Exchange Commission declaring our Registration on Form S-1 effective, the ~~Board~~pre ~~appointed~~conditions anecessary ~~new~~for the ~~member,~~Company ~~Dr.~~to ~~Miriam~~begin ~~Lisbeth~~selling ~~Paez~~Purchase DeShares Lato ~~Cerda~~EMC2 ~~and~~Capital ~~issued~~were ~~200~~removed. As a result,~~000~~ ~~shares~~the Company determined the relative fair value of ~~restricted~~the ~~common~~Commitment ~~stock~~Warrants and Commitment Shares to ~~each~~be of$737,569 ~~the~~and ~~six~~$521,865, ~~Directors~~respectively ~~for~~and recorded a ~~total~~deferred ~~issuance~~financing ofasset 1of $521,~~200,000~~865 ~~shares~~and ~~valued~~interest atexpense of $0737,569.72 ~~per~~Subsequent ~~share,~~cash ~~the~~receipts ~~closing~~from ~~price~~the sale of ~~our~~Purchase ~~common~~Shares ~~stock~~were onfirst ~~January~~be 5,allocated ~~2020~~to the deferred financing cost asset.

OnDuring fiscal ~~December~~2021, 15from March 3, ~~2020~~2021 through June 30, 2021, the Company sold ~~250~~721,~~000~~663 purchase shares ofto ~~restricted~~EMC2 ~~common~~Capital ~~stock~~at ~~for~~prices ranging from $0.3632 ~~per~~- ~~share and received~~ $~~90,000~~0.37 ~~These shares were issued on February 5, 2021,~~ and ~~are~~received ~~included~~total inproceeds ~~the~~of ~~earnings per share calculation on an as-if-issued basis~~$250,051.

OnDuring fiscal ~~September 24~~2022, ~~2020,~~ the Company ~~and~~sold ~~Dr. Scott Ford~~7, ~~Director~~856,514 ~~entered~~Purchase ~~into~~Shares ato ~~subscription~~EMC2 ~~agreement~~Capital ~~for the purchase 219,298 shares of restricted common stock~~ at aprices ~~price~~ranging offrom $10.1402 ~~per~~- ~~share (~~$~~250,000~~0.34 ~~total) which represents a 50% discount to the share price due to the lack of marketability~~ and ~~the~~received ~~thinly~~total ~~traded nature~~ proceeds of ~~our common stock on the OTC. These shares were issued on February 5~~$1, ~~2021~~476,872. ~~and~~No ~~are~~Purchase ~~included~~Shares inwere ~~the~~sold ~~earnings~~during ~~per~~our ~~share~~fourth ~~calculation~~quarter onended anJune 30, ~~as-if-issued basis~~2022.

~~On July 22, 2020, the Company entered into a Common Stock Purchase Agreement (the “~~EMC2 also ~~SPA”)~~exercised ~~and~~their a Registration Rights Agreement with EMC2 Capital, LLC (“EMC2 Capital”) pursuant to which EMC2 Capital agreed to invest up to One Hundred Million Dollars ($100,000,000) to purchase the Company’s common stock at a purchase price as defined in the Common Stock Purchase Agreement (the "Purchase Shares"). As consideration for entry into the EMC2 SPA, the Company agreed to issue 1,415,094 shares of common stock (the "Commitment Shares") and a warrant to purchase ~~up to two million (~~2,000,000) shares ofin ~~common~~exchange ~~stock~~for (the ~~“Commitment Warrant”). The Commitment Warrant vested upon issuance, expires on its fifth anniversary and had an initial~~ exercise price ofresulting ~~$1.59 per share subject to adjustment whereby~~ in ~~the event that the bid price drops below the exercise price, at any time, the exercise price will decease by a prescribed amonut. If the bid price drops below~~ $~~0.59 per share~~2,000 the exercise price would be adjusted to par value, or $0.001 per share. Additionally, the Company agreed to issue a Registration Rights Agreement as an inducement to EMC2 Capital to execute and deliver the EMC2 SPA, 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 Agreementproceeds. The obligation to issue the Commitment Shares and Commitment Warrant and the right of the Company to sell Purchase Shares to EMC2 Capital was dependent on the Company satisfying certain conditions, including notice of effectivness of the shelf registration statement registering the Purchase Shares and the issuance of the Commitment Shares and Commitment Warrant. Fom Our Form S-1 registering 11,993,271 shares of common stock related to the EMC2 SPA was filed on January 28, 2021 and declared effective on March 3, 2021, the measurement date.

~~The value of the Commitment Shares on the measurement date was $0.89 per share or $1,259,000. The value of the Commitment Warrant on the Measurement Date was $1,780,000 as calculated using the Black~~F-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) Stock price of $0.89 per share; (2) exercise price of $0.001 per share; (3) discount rate 0.73% (4) expected life of 4.33 years, (5) expected volatility of 227%, and (6) zero expected dividends. 13

As a result of the Securities and Exchange Commission declaring our Registration on Form S-1 effective, the pre conditions necessary for the Company to begin selling Purchase Shares to EMC2 Capital were removed. As a result, the Company determined the relative fair value of the Commitment Warrants and Commitment Shares to be $737,569 and $521,865, respectively and recorded a deferred financing asset of $521,865 and interest expense of $737,569. Subsequent cash receipts from the sale of Purchase Shares will first be allocated to the deferred financing cost asset.

28Each of the Company’s warrants outstanding entitles the holder to purchase one share of the Company’s common stock for each warrant share held. A summary of the Company’s warrants outstanding and exercisable as of June 30, 2022 and 2021 is as follows:

During fiscal 2021, from March 3, 2021 through June 30, 2021, the Company sold 721,663 purchase shares to EMC2 Capital at prices ranging from $0.32 - $0.37 and received total proceeds of $250,051.

Shares of Common Stock Issuable from Warrants Outstanding as of

Weighted Average

Description

June 30,

2022

June 30,

2021

Exercise
Price

Date of

Issuance

Expiration

EMC2 Capital

2,000,000

variable

July 22, 2020

July 22, 2025

Geneva

51,975

variable

April 26, 2021

April 26, 2024

Firstfire Warrant 1

165,000

variable

June 18, 2021

June 18, 2024

Firstfire Warrant 2

330,000

variable

August 27, 2021

August 27, 2024

Total

546,975

2,216,975

On July 9, 2020, the Company and Dr. Scott Ford, Director, entered into a subscription agreement for the purchase 45,000 shares of restricted common stock at a price of $2.00 per share which represents a 50% discount to the share price due to the lack of marketability and the thinly traded nature of our common stock on the OTC. These shares were issued on February NOTE 5, ~~2021,~~– ~~and~~Transactions ~~are~~with ~~included~~Related ~~in the earnings per share calculation on an as-if-issued basis.~~Persons

~~During the year ended June~~ On March 30, ~~2020~~2022, the ~~number~~Board ofissued ~~shares increased by 3,850,000 as~~ a ~~result~~total of ~~the Company selling 2~~9,000,000 shares ~~at $0.01 per share to LionsGate in exchange for cash~~ of ~~$20,000~~restricted ~~and~~common onstock ~~May 8, 2020, issuing 1,850,000 shares~~ valued at $20.00043 asper ashare ~~bonus for prior service, including related party issuances of 500,000 shares~~ to ~~Charles~~its ~~Strongo,~~six ~~our CEO and 750,000 shares to LionsGate~~Directors.

~~Warrants~~On March 30, 2022, Michael Mitsunaga made a $10,000 payment to the Company’s counsel. Mr. Mitsunaga is the President Nunzia Pharmaceutical Company and was appointed its CEO in February 2022. Mr. Charles Strongo, the Company’s former Chairman and CEO resigned his position as Chairman and CEO of Nunzia Pharmaceutical Company on February 22, 2022. Due to the related party nature of the payment, as of June 30, 2022, the $10,000 is reflected on the balance sheet under the account “related party payables”.

~~Each~~On July 10, of2021, the Company’s ~~warrants~~and ~~outstanding~~LionsGate ~~entitles~~Funding Management LLC (“LGFM”) entered into a Media and Marketing Services Agreement (the ~~holder~~“MMSA”). LGFM is a shareholder, has provided significant funding to ~~purchase~~the ~~one~~Company ~~share~~and former officers of the Company’s ~~common~~are ~~stock~~affiliates ~~for~~of ~~each~~LGFM. ~~warrant~~Pursuant ~~share~~to ~~held.~~the AMMSA, ~~summary~~1) LGFM provided services designed to increase the awareness and visibility in the investment community and market product to distributors throughout the world for a period of 12 months; and 2) the Company’s ~~warrants~~will ~~outstanding~~pay LGFM $100,000 and ~~exercisable~~issue as300,000 shares of ~~June~~restricted 30common stock valued at $129,000. The shares were issued on October 11, 2021. ~~and~~Lionsgate ~~2020~~was isalso asissued ~~follows:~~2,500,000 shares on January 13, 2022 in exchange for services valued at $215,000.

	Shares of Common Stock Issuable from Warrants Outstanding as of
Description	June 30,	June 30,	Weighted AverageExercise Price	Date of	Expiration
	2021	2020		Issuance
EMC2 Capital	2,000,000	-	Variable	July 22, 2020	July 22, 2025
Geneva	51,975	-	Variable	April 26, 2021	April 26, 2024
Firstfire	165,000	-	variable	June 18, 2021	June 18, 2024
Total	2,216,975	-

Lionsgate was issued 2,500,000 shares on January 13, 2022 in exchange for services valued at $215,000.

~~NOTE~~On April 12, 2021, the Company and Nunzia Pharmaceutical, Inc. entered into a Mutual Sales and Marketing Agreement pursuant to which Nunzia and the Company exchanged 5,000,000 ~~–Transactions~~shares ~~with~~of ~~Related~~common ~~Persons~~stock. For additional information, see “NOTE 4 – Stockholder’s Equity.”

On ~~April 12~~ March 30, 2021, the Company ~~and Nunzia Pharmaceutical, Inc.~~ entered into a ~~Mutual~~five-year ~~Sales~~License ~~and Marketing~~ Agreement ~~pursuant~~with toCharles ~~which~~Strongo ~~Nunzia~~ and ~~the~~issued ~~Company exchanged~~ 5,000,000 shares of restricted common stock. For additional information, see “NOTE 4 – Stockholder’s Equity.”

On ~~March 30~~ February 21, 2021, the Company ~~entered~~agreed ~~into~~to aissue ~~five-year~~and ~~License~~on ~~Agreement~~February 25, ~~with Charles Strongo and~~ issued 51,~~000~~750,000 shares ofto ~~restricted common stock~~LionsGate. ~~For~~The ~~additional~~Company ~~information,~~recorded compensation ~~see~~expense ~~“NOTE~~of ~~4 – Stockholder’s Equity~~$1,680,000.”

On ~~February 21~~ January 12, 2021, the Company ~~agreed~~entered tointo ~~issue~~a ~~and~~five-year onLicense ~~February~~Agreement ~~25,~~with Charles Strongo and issued 13,~~750~~000,000 shares toof ~~LionsGate~~restricted common stock. ~~The~~For ~~Company~~additional ~~recorded~~information, ~~compensation~~see ~~expense~~“NOTE of4 ~~$1,680,000~~– Stockholder’s Equity.”

On January 12 5, 2021, the ~~Company~~Board ~~entered~~appointed ~~into~~ a ~~five-year~~new ~~License~~member, ~~Agreement~~Dr. ~~with~~Miriam ~~Charles~~Lisbeth ~~Strongo~~Paez De La Cerda and issued 3200,000~~,000~~ shares of restricted common stock. ~~For~~to ~~additional~~each ~~information~~of the six Directors for a total issuance of 1,200,000 ~~see~~shares ~~“NOTE~~valued 4at –$0.72 ~~Stockholder’s~~per ~~Equity~~share.”

On July 9, ~~January~~2020 5and September 24, ~~2021~~2020, the ~~Board~~Company ~~appointed~~and ~~a new member,~~ Dr. ~~Miriam~~Scott ~~Lisbeth~~Ford ~~Paez~~entered Deinto Laa ~~Cerda~~subscription ~~and~~agreement ~~issued~~for ~~200,000~~the ~~shares~~ purchase of restricted common stock toresulting ~~each~~in of the ~~six~~payment ~~Directors~~of ~~for~~$340,000 ato ~~total~~the ~~issuance~~Company, ofsee ~~1,200,000~~“Note ~~shares~~4 ~~valued~~– atStockholders’ ~~$0.72~~Equity” above ~~per~~for ~~share~~additional information.

On July 9, 2020 and September 24, 2020, the Company and Dr. Scott Ford entered into a subscription agreement for the purchase of restricted common stock resulting in the payment of $340,000 to the Company, see “Note 4 – Stockholders’ Equity” above for additional information.F-14

Beginning in January 2020, the Company utilizes the R&D capabilities of Pan Probe Biotech to perform studies inand ~~validation~~work towards the development of the Company’s COVID-19 tests. Dr. Shujie Cui is the Company’s former Chief Science Officer and 100% owner of Pan Probe. During the year ended June 30, ~~2020~~2022, ~~LionsGate~~the ~~provided~~Company ~~advances~~incurred ~~totaling~~R&D ~~$564,715~~costs ~~which was used to pay professional fees~~ of $571,~~000~~369,097 ~~general costs of $29,965~~ and ~~research studies for the development of CoVid-19 related tests of $477,750, including $465,250~~ paid to Pan Probe ~~Biotech to perform studies in validation of the Company’s CoVid-19 tests. On March 30, 2020, in conjunction with their entry into the Note (defined below), LionsGate forgave~~ $~~443~~1,~~750~~015,000 ~~see below~~ for ~~additional information~~R&D work. ~~During~~As ~~the~~of ~~year ended~~ June 30, 2022 and 2021, the ~~Company~~balance ~~incurred~~due ~~R&D~~to ~~costs of $461,040 and paid~~ Pan Probe was $~~229~~582,~~250~~577 ~~for~~and ~~R&D work leaving a balance due of~~ $228,480 ~~as of June 30~~, ~~2021~~respectively.

29The Company paid rent to Pan Probe on a temporary basis, from April 21, 2020 through October 21, 2020, at a rate of $2,551 per month or $15,306 which was prepaid in full in April 2020. During the year ended June 30, 2021, the Company recognized $10,204 of rent expense related to this arrangement.

~~The~~Related Party Company paid rent to Pan Probe on a temporary basis, from April 21, 2020 through October 21, 2020, at a rate of $2,551 per month or $15,306 which was prepaid in full in April 2020. During the years ended June 30, 2021 and 2020, the Company recognized $10,204 and $5,102 of rent expense, respectively, related to this arrangement.Note

~~Related~~From time-to-time ~~Party~~the Company receives shareholder advances from LionsGate to cover operating costs. On March 29, 2020, the Company issued a Promissory Note (the “Note”), and on June 30, 2020, amended the Note (the “Note Amendment”). Pursuant to the Note and Note Amendment, the terms provided for total funding of up to $585,000, interest at the rate of 5% per annum with the principal and interest due in-full on June 30, 2021. On January 27, 2021, the Company and LionsGate entered into a Loan Agreement (the “Loan Agreement”) and Promissory note (the “Promissory Note”) pursuant to which the Company may borrow up to $250,000 at an annual interest rate of 5% and default interest rate of 15%. The Loan Agreement supersedes the Note and Note Amendment and included a beginning balance of $29,951 which was the balance of advances and accrued interest owing under the Note as of January 27, 2021. The Promissory Note matured on December 31, 2021. During fiscal 2022 and 2021, LionsGate provided advances under the Note, Note Amendment and Promissory Note totaling $0 and $144,577, respectively. During fiscal 2022 and 2021, the Company repaid amounts owing under the Note, Note Amendment and Promissory Note totaling $24,000 and $267,750, respectively. The $24,000 fiscal 2022 payment exceeded the balance due of $2,785 by $21,215, resulting in a receivable to the Company which Lionsgate has partially repaid through fiscal 2022 payments totaling $950, leaving a receivable balance due from Lionsgate of $20,266 as of June 30, 2022.

~~From~~During fiscal ~~time-to-time~~2022 ~~the Company receives shareholder advances from LionsGate to cover operating costs. On March 29, 2020, the Company issued a Promissory Note (the “Note”),~~ and on June 30, 2020, amended the Note (the “Note Amendment”). Pursuant to the Note and Note Amendment, the terms provided for total funding of up to $585,000, interest at the rate of 5% per annum with the principal and interest due in-full on June 30, 2021~~. On January 27~~, ~~2021,~~ the Company ~~and~~recognized ~~LionsGate entered into a Loan Agreement (the “Loan Agreement”) and Promissory note (the “Promissory Note”) pursuant to which the Company may borrow up to~~ $~~250,000~~0 ~~at an annual interest rate of 5%~~ and ~~default interest rate of 15%. The Loan Agreement supersedes the Note and Note Amendment and included a beginning balance of~~ $292,~~951 which was the balance of advances and accrued interest owing under the Note as of January 27~~178, ~~2021. The Promissory Note matures on December 31, 2021. During fiscal 2021 and 2020, LionsGate provided advances under the Note, Note Amendment and Promissory Note totaling $266,270 and $58,090,~~ respectively~~. During fiscal 2021 and 2020~~, ~~the~~of ~~Company~~interest ~~repaid~~expense ~~amounts~~related ~~owing~~to ~~under~~ the Note, Note Amendment and Promissory Note ~~totaling $267,750 and $0, respectively~~.

~~During~~NOTE 6 ~~fiscal~~– ~~2021~~Convertible ~~and 2020, the Company recognized $2,178 and $1,316, respectively, of interest expense related to the Note, Note Amendment and~~ Promissory ~~Note. As of June 30, 2021, the Note principal balance is $2,785 and accrued interest balance is $0.~~Notes

~~NOTE~~On April 18, 62020, –the Company issued five separate unsecured convertible promissory notes in exchange for $95,000 (the “Convertible Notes”). ~~Promissory~~Each Convertible Note contains the same terms and conditions. The Convertible Notes bear interest of 8%, matured in six months on October 17, 2020 and are convertible at any time into shares of restricted common stock at a conversion price of $9.00 per share. The notes are currently in default. The debt discount attributable to the fair value of the beneficial conversion feature amounted to $42,224 for the Convertible Notes and was accreted over the term of the Convertible Notes. In December of 2020, the Company repaid, in-full, two of the Convertible Notes with principal a balance totaling $10,000 and $500 in interest payable. In November of 2021, the Company repaid, in-full, one of the Convertible Notes with a principal balance totaling $50,000 and $6,425 of interest payable. During the years ended June 30, 2022 and 2021, the Company recognized $4,345 and $7,143, respectively, of interest expense; and $0 and $25,149, respectively, of accretion. As of June 30, 2022, the Convertible Notes principal balance is $35,000 and accrued interest balance is $6,102.

OnFirstfire Global ~~April~~Opportunities ~~18,~~Fund 2020, the Company issued five separate unsecured convertible promissory notes in exchange for $95,000 (the "Convertible Notes"). Each Convertible Note contains the same terms and conditions. The Convertible Notes bear interest of 8%, matured in six months on October 17, 2020 and are convertible at any time into shares of restricted common stock at a conversion price of $9.00 per share. The notes are currently in default. The debt discount attributable to the fair value of the beneficial conversion feature amounted to $42,224 for the Convertible Notes and was accreted over the term of the Convertible Notes. In December of 2020, the Company repaid, in-full, two of the Convertible Notes with principal a balance totaling $10,000 and $500 in interest payable. During fiscal 2021 and 2020, the Company recognized $7,143 and $1,541, respectively, of interest expense; and $25,149 and $17,075, respectively, of accretion. As of June 30, 2021, the Convertible Notes principal balance is $85,000 and accrued interest balance is $8,184LLC

Firstfire Note ~~Global~~No. ~~Opportunities Fund LLC~~1

On June 18, 2021 ~~(the "Issue Date")~~, the Company entered into a Securities Purchase Agreement with Firstfire Global Opportunities Fund LLC ("“Firstfire"”), for the sale of a secured, 12% senior secured convertible promissory note in the principle amount of $275,000 and 165,000 stock purchase warrants. On July 8, 2021, the Company received $224,500 net of a $25,000 original issue discount, and $25,500 of placement agent and legal fees, and issued a senior secured convertible promissory note (the "“Firstfire Note" No. 1”) in the amount of $275,000. The terms of the Firstfire Note No. 1 provide for all principal and interest due in twelve (12) months on June 18, 2022, with $33,000 of interest (i.e., $275,000 x 12%) earned as of ~~the~~June 18, ~~Issue Date~~2021, interest due upon default of 20% annually, a prepayment penalty of 5% of all outstanding amounts due, and if the Company triggers and event of default which is not cured, then the total of all amounts owing will be increased by 25%, to be paid at the discretion of Firstfire, in the form of cash or conversion into common stock. The Firstfire Note No. 1 is convertible any time after ~~the~~June 18, ~~Issue~~2021 ~~Date~~ into shares of common stock at a conversion price that is the lesser of $0.35 per share or seventy percent (70%) of the lowest traded price of our common stock during the ten (10) trading day period prior to conversion. Conversion of the Firstfire Note No. 1 and/or the Firstfire Warrant No. 1 is limited to Firstfire beneficially owning no more than 4.99% of the outstanding common stock of the Company.

30F-15

Additionally, the Company entered into a Registration Rights Agreement with Firstfire whereby the Company agreed to file within 90 days and have declared effective within 120 days from ~~the~~June 18, ~~Issue Date~~2021, a registration statement to cover the shares issuable under the Firstfire Note No. 1 and Firstfire Warrant No. 1. Failure to file within 90 days ~~will~~and ~~result in a $2,500 in liquidated damages. Failure to~~ have the registration declared effective before 120 days will result in aliquidated ~~$2,500~~damages inof ~~liquidated~~1% ~~damages.~~principal amount.

AsDue to ~~additional consideration,~~ the Company ~~granted~~not ~~Firstfire~~filing a warrant to purchase 165,000 shares of our common stock (the "Firstfire Warrant") at an exercise price of $0.50 for a period of three (3) years. The Firstfire Warrant contains provision for an anti-dilution adjustment and cashless exercise rights if a registration statement ~~covering~~to ~~the~~cover ~~resale of~~ the ~~Firstfire Warrant~~ shares isunderlying ~~not~~a ~~available for the resale of such~~ Firstfire ~~Warrant~~Note ~~shares~~No. ~~The~~1 ~~fair~~conversion ~~value~~by of the ~~Firstfire~~dates ~~Warrant~~specified in ~~was $0.36 per share and was calculated using~~ the ~~Black-Scholes~~Registration ~~option~~Rights ~~pricing~~Agreement, ~~model with~~ the ~~following~~Firstfire ~~assumptions:~~Note ~~(1) Stock price of $0~~No.41 ~~per~~1 ~~share;~~fell ~~(2)~~into ~~exercise~~default ~~price~~resulting ~~of $0.50 per share; (3) discount rate 0.47% (4) expected life of 3 years, (5) expected volatility of 194.5%, and (6) zero expected dividends market price of common stock. This resulted~~ in ~~allocating $48,849 to~~ the Firstfire ~~Warrant and $226,151 to the Firstfire~~ Note No. ~~Then,~~1 webecoming ~~calculated~~immediately due ~~the~~and ~~debt discount attributable to~~ the ~~beneficial~~Company ~~conversion~~recognizing ~~feature~~liquidated ~~which~~damages ~~amounted~~of to $~~264~~2,~~372.~~750 ~~As a result of the original issue discount, fees, warrant~~ and ~~beneficial conversion feature of the Firstfire Note, the Company recorded a debt discount of~~ $~~275~~77,000 ~~which~~increase isin ~~being accreted over~~ the ~~term~~amount ~~of the Firstfire Note~~due.

~~Geneva~~As additional ~~Promissory~~consideration, the Company granted Firstfire a warrant to purchase 165,000 shares of our common stock (the “Firstfire Warrant No. 1”) at an exercise price of $0.50 for a period of three (3) years. The Firstfire Warrant No. 1 contains provision for an anti-dilution adjustment and cashless exercise rights if a registration statement covering the resale of the Firstfire Warrant No. 1 shares is not available for the resale of such Firstfire Warrant No. 1 shares. The fair value of the Firstfire Warrant No. 1 was $0.36 per share and was calculated using the Black-Scholes option pricing model with the following assumptions: (1) Stock price of $0.41 per share; (2) exercise price of $0.50 per share; (3) discount rate 0.47% (4) expected life of 3 years, (5) expected volatility of 194.5%, and (6) 0zero expected dividends. This resulted in allocating $48,849 to the Firstfire Warrant No. 1 and $226,151 to the Firstfire Note No. ~~dated~~1. ~~April~~The 26debt discount attributable to the beneficial conversion feature was $264,372. ~~2021~~As a result of the original issue discount, fees, warrant and beneficial conversion feature of the Firstfire Note No. 1, the Company recorded a debt discount of $275,000.

~~On April 26, 2021,~~ During the ~~Company~~year ~~and~~ended ~~Geneva entered into a Securities Purchase Agreement (the "SPA"). Pursuant to the SPA~~June 30, ~~The Company sold to Geneva a Promissory Note for the principal amount of $86~~2022,~~625~~ ~~(the~~Firstfire ~~"Geneva~~converted ~~Promissory Note ") and issued a warrant to purchase up to 51,975 shares of common stock (the “Geneva Warrant”). Under the Geneva Promissory Note the Company received net proceeds of~~ $75164,000 which included deductions for a 10% original issue discount, $3,000 for legal fees and $750 as a due diligence fee. The Geneva Promissory Note matures in one (1) year, requires ten (10) monthly payments of ~~$9,529~~principal ~~beginning June 1, 2021, and is unsecured. Upon an event~~ of ~~default,~~ the ~~Geneva~~Firstfire ~~Promissory~~ Note ~~will~~No. ~~increase~~1 ~~to 150% times the sum of the then outstanding principal, become immediately due, accrue interest~~ at ~~22% per year, and become convertible into shares of common stock at~~ an ~~exercise~~average ~~price~~per ofshare ~~75% multiplied by the lowest trading~~ price of ~~our common stock during the five (5) trading day period prior to conversion~~$0.03, ~~Geneva has agreed to restrict its ability to convert the Geneva Promissory Note~~ and ~~receive~~received ~~shares~~5,466,666 ~~of common stock such that the number of~~ shares of common stock ~~held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 4~~.99% of the then issued and outstanding shares of common stock. The Geneva Promissory Note represents a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company. On August 9, 2021, the Company repaid, in whole, the balance due under the Geneva Promissory Note, or $57,173.

~~As a condition to~~ During the ~~Creditor’s~~year ~~entry~~ended ~~into the Geneva Promissory Note~~June 30, ~~the Company issued Geneva a Stock Purchase Warrant (the “Geneva Warrant”) to purchase up to 51~~2022,~~975~~ ~~shares of~~ the Company’s ~~common~~recognized ~~stock, which are exercisable from October 23, 2021 to April 26, 2024, with an exercise price of~~ $0.50. The fair value of the Geneva Warrant was $0.56 per share and was calculated using the Black-Scholes option pricing model with the following assumptions: (1) Stock price of $0.60 per share; (2) exercise price of $0.50 per share; (3) discount rate 0.35% (4) expected life of 3 years34,471 ~~(5) expected volatility~~ of ~~206%,~~interest ~~and (6) zero expected dividends market price of common stock~~expense. This resulted in allocating $29,106 to the Geneva Warrant and $57,519 to the Geneva Promissory Note. As a result of the original issue discount, legal fees, due diligence fee and warrant, on April 26, 2021, the Company recorded a debt discount of $33,411 which is being accreted over the term of the Geneva Promissory Note.

~~During~~As of ~~the~~June 30, ~~fiscal 2021~~2022, the ~~Company~~total ~~made~~amount ~~two payments totaling $19~~due,~~058~~ ~~and~~including ~~recognized~~ interest ~~expense~~ and ~~accretion~~penalties, ofunder the ~~debt~~Firstfire ~~discount~~Note of1 is $3225,~~213~~221 and $5is convertible into approximately 40,~~951~~218,100 ~~respectively~~shares of common stock.

31Firstfire Note No. 2

~~Geneva~~On August 27, ~~Convertible~~2021, ~~Promissory~~the ~~Notes~~Company ~~dated~~entered ~~July~~into 13a Securities Purchase Agreement with Firstfire, ~~2020~~for the sale of a secured, 12% senior secured convertible promissory note in the principle amount of $385,000 and 330,000 stock purchase warrants. The Company received $313,700 net of a $35,000 original issue discount and $36,300 of placement agent and legal fees, and issued a senior secured convertible promissory note (the “Firstfire Note No. 2”) in the amount of $385,000. The terms of the Firstfire Note No. 2 provide for all principal and interest due in twelve (12) months on August 27, 32022, ~~2020~~with $46,200 of interest (i.e., $385,000 x 12%) earned as of August 27, 2021, interest due upon default of 20% annually, a prepayment penalty of 5% of all outstanding amounts due, and ~~September~~if 8the Company triggers and event of default which is not cured, ~~2020~~then the total of all amounts owing will be increased by 25%, to be paid at the discretion of Firstfire, in the form of cash or conversion into common stock. The Firstfire Note No. 2 is convertible any time after August 27, 2021 if the underlying shares have an effective registration statement, otherwise, the right of conversion commences after 180 days from August 31, 2021 into shares of common stock at a conversion price that is the lesser of $0.35 per share or seventy percent (70%) of the lowest traded price of our common stock during the ten (10) trading day period prior to conversion. Conversion of the Firstfire Note No. 2 and/or the Firstfire Warrant No. 2 is limited to Firstfire beneficially owning no more than 4.99% of the outstanding common stock of the Company.

~~On July 13~~Additionally, ~~2020, August 3, 2020 and September 8, 2020 (~~ the ~~“Issue Dates”), the~~ Company ~~and Geneva Roth Remark Holdings, Inc. ("Geneva")~~ entered into ~~separate~~a ~~and~~Registration ~~identical~~Rights ~~Securities~~Agreement ~~Purchase~~with ~~Agreements~~Firstfire (whereby the ~~"Geneva~~Company ~~SPAs").~~agreed ~~Pursuant~~ to ~~the~~file ~~Geneva~~within ~~SPAs,~~90 ~~Geneva~~days and ~~the~~have ~~Company~~declared effective ~~entered~~within ~~into~~120 ~~separate~~days ~~and~~from ~~identical Convertible Promissory Notes also dated as of July 13, 2020,~~ August 3 27, ~~2020 and September 8~~2021, ~~2020~~a ~~for~~registration ~~principal~~statement ~~amounts of $63,000, $55,000 and $53,000, respectively (the "Geneva CPNs"). Pursuant~~ to ~~the~~cover ~~terms of~~ the ~~Geneva~~shares ~~CPNs,~~issuable ~~the~~under ~~Company received net proceeds of $60,000, $52,000 and $50,000 (~~the ~~proceeds~~Firstfire ~~from~~Note ~~each note were funded net of $3,000 in legal fees)~~No. 2 ~~The Geneva CPNs matured in one year, accrued interest of 10%~~ and, ~~after~~Firstfire ~~180~~Warrant ~~days,~~No. were convertible into shares of common stock any time at a conversion price equal to 58% of the lowest trading price during the twenty trading day period ending on the latest complete trading day prior to the conversion date2. ~~The~~Failure ~~Geneva CPN’s may be prepaid anytime up~~ to ~~180~~file ~~days~~within ~~from issuance with the following prepayment penalties: 1) The period beginning on the Issue Date and ending on the date which is ninety (~~90) days ~~following the Issue Date, 125%; 2) The period beginning on the date that is ninety-one (91) day from the Issue Date~~ and ~~ending~~have ~~one hundred fifty (150) days following~~ the ~~Issue~~registration ~~Date,~~declared ~~135%;~~effective ~~and~~before 3)120 ~~The period beginning on the date that is one hundred fifty-one (151) day from the Issue Date and ending one hundred eighty (180)~~ days ~~following~~will ~~the~~result in ~~Issue~~liquidated ~~Date,~~damages ~~139%. Geneva agreed to restrict its ability to convert the Geneva CPNs and receive shares~~ of ~~common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise did not exceed 4.99~~1% of the ~~then~~principal ~~issued and outstanding shares of common stock~~amount. The Geneva CPNs represented a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company. The Geneva CPNs include penalties and rescission rights if the Company does not deliver shares of our common stock upon conversion within the required timeframes. In the event of default, the note interest rate increases to 22%.

OnDue to ~~December 21, 2020,~~ the Company ~~paid~~not ~~$90,487~~filing asa ~~full~~registration ~~payment~~statement ofto cover the ~~Geneva~~shares ~~CPN~~underlying ~~dated~~a ~~July~~Firstfire ~~13,~~Note ~~2020~~No. ~~The~~2 ~~payment~~conversion ~~included~~by ~~$63,000~~the ofdates ~~principal~~specified in the Registration Rights Agreement, $the Firstfire Note No. 2~~,917~~ offell ~~interest~~into ~~related~~default toresulting in the ~~coupon~~Firstfire Note No. 2 becoming immediately due and the Company recognizing liquidated damages of $243,~~570~~850 asand a$107,800 ~~prepayment~~increase ~~penalty~~in ~~recorded~~the asamount ~~interest expense~~due.

~~On February 16, 2021, Empire Associates, Inc., an unaffiliated company, paid off the balance, in~~F-full, on the note dated August 3, 2020. The payment totaled $77,061 and included $55,000 of principal, $3,256 of interest related to the coupon and $18,805 as a prepayment penalty recorded as interest expense. At the time of payoff, the Company and Empire Associates, Inc. had not entered into any agreements related to the payment of the Geneva CPN dated August 3, 2020. On April 20 the Company and Empire Associates, Inc. entered into a Stock Purchase Agreement whereby the Company agreed to issue 250,000 to Empire Associates, Inc. in full satisfaction of the $77,061 paid to Geneva on behalf of the Company.16

OnAs additional ~~March 15~~consideration, ~~2021,~~ the Company ~~issued~~granted ~~146~~Firstfire a warrant to purchase 330,~~486~~000 shares of our common stock to(the ~~Geneva~~“Firstfire Warrant ~~upon~~No. ~~their~~2”) ~~conversion,~~at ~~in-full,~~an exercise price of $~~53,000~~0.50 for a period of ~~Principal~~three (3) years. The Firstfire Warrant No. 2 contains provision for an anti-dilution adjustment and cashless exercise rights if a registration statement covering the resale of the Firstfire Warrant No. 2 shares is not available for the resale of such Firstfire Warrant No. 2 shares. The fair value of the Firstfire Warrant No. 2 was $0.32 per share and was calculated using the Black-Scholes option pricing model with the following assumptions: (1) Stock price of $0.37 per share; (2) exercise price of $0.50 per share; (3) discount rate 0.41% (4) expected life of 3 years,~~650~~ (5) expected volatility of ~~unpaid~~184.0%, and ~~interest~~(6) ~~owing~~0zero ~~under~~expected dividends. This resulted in allocating $82,870 to the ~~Geneva~~Firstfire ~~CPN~~Warrant ~~dated~~No. ~~September~~2 8and $302,130 ~~2020~~to the Firstfire Note No. 2. The debt discount attributable to the beneficial conversion feature was $248,111. As a result of the original issue discount, fees, warrant and beneficial conversion feature of the Firstfire Note No. 2, the Company recorded a debt discount of $385,000.

~~The debt discount attributable to~~ During the ~~legal~~year ~~fees~~ended ~~paid~~June 30, ~~and~~2022, ~~fair~~Firstfire ~~value~~converted ~~of the beneficial conversion feature contained in the Geneva CPNs amounted to~~ $~~132~~31,~~831~~500 ~~and~~of ~~was~~principal ~~accreted over the term~~ of the ~~Geneva~~Firstfire ~~CPNs~~Note No. In2 ~~the~~at ~~event~~ a ~~Geneva~~per ~~CPN~~share ~~was~~price ~~paid in advance~~ of ~~its~~$0.0063, and ~~maturity~~received ~~date~~5,000,000 ~~the~~shares ~~future~~of ~~accretion~~common ~~was recorded in the period the related Geneva CPN was repaid~~stock.

~~Related to~~ During the ~~Geneva~~year ~~CPNs~~ended June 30, ~~during fiscal 2021~~2022, the Company recognized $5246,~~754~~200 of interest expense ~~$132,831 of accretion~~. ~~As of June 30, 2021, a balance of $77,061 is recorded to common stock payable.~~

~~NOTE~~As of June 730, –2022, ~~Income~~the ~~Taxes~~total amount due, including interest and penalties, under the Firstfire Note 2 is $511,350 and is convertible into approximately 93,112,500 shares of common stock.

OnGeneva Promissory ~~December~~Note ~~22,~~dated ~~2017~~April 26, the Tax Cuts and Jobs Act (“The Act”) was enacted into law. The Act applies to corporations generally beginning with taxable years starting after December 31, 2017 and reduces the corporate tax rate from a graduated set of rates with a maximum 35% tax rate to a flat 21% tax rate. Additionally, the Act introduced other changes that impacted corporations, including a net operating loss (“NOL”) deduction annual limitation, an interest expense deduction annual limitation, elimination of the alternative minimum tax, and immediate expensing of the full cost of qualified property. The Act also introduced an international tax reform that moved the U.S. toward a territorial system, in which income earned in other countries will generally not be subject to U.S. taxation. However, the accumulated foreign earnings of certain foreign corporations were subject to a one-time transition tax, which can be elected to be paid over an eight-year tax transition period, using specified percentages, or in one lump sum. NOL and foreign tax credit (“FTC”) carryforwards can be used to offset the transition tax liability. This change had no impact on the Company as it has not earned taxable income in the past and it has significant NOL carryforwards. 2021

32On April 26, 2021, the Company and Geneva Roth Remark Holdings, Inc. (“Geneva”) entered into a Securities Purchase Agreement (the “SPA”). Pursuant to the SPA, The Company sold to Geneva a Promissory Note for the principal amount of $86,625 (the “Geneva Promissory Note”) and issued a warrant to purchase up to 51,975 shares of common stock (the “Geneva Warrant”). Under the Geneva Promissory Note the Company received net proceeds of $75,000 which included deductions for a 10% original issue discount, $3,000 for legal fees and $750 as a due diligence fee. The Geneva Promissory Note matured in one (1) year, required ten (10) monthly payments of $9,529 beginning June 1, 2021, and was unsecured. On August 9, 2021, the Company repaid, in whole, the remaining balance due under the Geneva Promissory Note, or $57,173.

~~Deferred income taxes reflect~~ During the ~~net~~year ~~tax~~ended ~~effects~~June 30, of2022 ~~temporary~~and ~~differences~~2021, ~~between~~ the ~~carrying~~Company ~~amounts~~made ofpayments ~~assets~~totaling $76,230 and ~~liabilities~~$19,058, ~~for~~respectively, ~~financial~~recognized ~~reporting~~interest expense ~~purposes~~of $3,213 and ~~the~~$5,550, ~~amounts~~respectively ~~used~~and ~~for~~recognized ~~income~~accretion ~~tax purposes. Significant components~~ of the ~~Company’s~~debt ~~deferred~~discount ~~tax~~of ~~assets at June 30~~$5,951 ~~2021~~ and ~~2020~~$27,460, ~~are as follows:~~respectively.

	2021			2020
Deferred tax assets:
Net operating loss carryforwards	$	1,275,168		$	166,545
Statutory tax rate		21	%		21	%
Total deferred tax assets		267,785			34,974
Less: valuation allowance		(267,785	)		(34,974	)
Net deferred tax asset	$	-		$	-

Geneva Convertible Promissory Notes dated July 13, 2020, August 3, 2020 and September 8, 2020

AOn July 13, ~~reconciliation~~2020, ~~between~~August 3, 2020 and September 8, 2020 (the ~~amount~~“Issue Dates”), the Company and 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 ~~income~~July 13, ~~tax~~2020, ~~benefit~~August 3, 2020 ~~determined~~and bySeptember 8, ~~applying~~2020 for principal amounts of $63,000, $55,000 and $53,000, respectively (the ~~applicable~~“Geneva UCPNs”).S Pursuant to the terms of the Geneva CPNs, the Company received net proceeds of $60,000, $52,000 and $50,000 (the proceeds from each note were funded net of $3,000 in legal fees). ~~statutory~~The ~~income~~Geneva ~~tax~~CPNs ~~rate~~matured in one year, accrued interest of 10% and, after 180 days, were convertible into shares of common stock any time at a conversion price equal to ~~pre~~58% of the lowest trading price during the twenty-~~tax~~trading ~~loss~~day ~~for~~period ending on the ~~years~~latest ~~ended~~complete ~~June~~trading 30day prior to the conversion date. The Geneva CPN’s may be prepaid anytime up to 180 days from issuance with the following prepayment penalties: 1) The period beginning on the Issue Date and ending on the date which is ninety (90) days following the Issue Date, ~~2021~~125%; 2) The period beginning on the date that is ninety-one (91) day from the Issue Date and ~~2020~~ending one hundred fifty (150) days following the Issue Date, 135%; and 3) The period beginning on the date that is asone ~~follows:~~hundred fifty-one (151) day from the Issue Date and ending one hundred eighty (180) days following the Issue Date, 139%.

	2021			2020
Federal Statutory Rate	$	1,897,166		$	899,961
Nondeductible expenses		(1,664,355	)		(873,877	)
Change in allowance on deferred tax assets		232,811			26,084

On December 21, 2020, the Company paid $90,487 as full payment of the Geneva CPN dated July 13, 2020. The payment included $63,000 of principal, $2,917 of interest related to the coupon and $24,570 as a prepayment penalty recorded as interest expense.

~~The~~On February 16, ~~net~~2021, ~~increase~~Empire inAssociates, ~~the~~Inc., ~~valuation~~an ~~allowance~~unaffiliated ~~for~~company, ~~deferred~~paid ~~tax~~off ~~assets~~the ~~was $232~~balance,~~811~~ ~~and $26~~in-full,~~084~~ ~~for~~on the ~~years~~note ~~ended~~dated ~~June 30~~August 3, 2020. ~~2021~~The ~~and~~payment ~~2020~~totaled $77,061 ~~respectively.~~and Inincluded ~~assessing~~$55,000 ~~the~~of ~~realizability~~principal, $3,256 of ~~deferred~~interest ~~tax~~related ~~assets,~~to ~~management~~the ~~considers~~coupon ~~whether~~and it$18,805 isas ~~more~~a ~~likely~~prepayment penalty ~~than~~recorded ~~not~~as ~~that~~interest ~~some~~expense. ~~portion~~At orthe ~~all~~time of payoff, the ~~deferred~~Company ~~tax~~and ~~assets~~Empire ~~will~~Associates, ~~not be realized~~Inc. ~~The~~had ~~ultimate~~not ~~realization~~entered ofinto ~~deferred~~any ~~tax~~agreements related ~~assets~~to ~~is dependent upon~~ the ~~generation~~payment of ~~future taxable income during~~ the ~~periods~~Geneva inCPN ~~which~~dated ~~those~~August 3, ~~temporary differences become deductible~~2020. ~~Management~~On ~~considers~~April 20 the ~~scheduled~~Company ~~reversal~~and ofEmpire ~~deferred tax liabilities~~Associates, ~~projected~~Inc. ~~future~~entered into ~~taxable~~a ~~income~~Stock ~~and~~Purchase ~~tax~~Agreement ~~planning~~whereby ~~strategies~~the inCompany ~~making~~agreed ~~this~~to ~~assessment.~~issue ~~Due~~250,000 to ~~the~~Empire ~~uncertainty~~Associates, ofInc. ~~realizing~~in ~~the~~full ~~deferred~~satisfaction ~~tax~~of ~~asset~~the $77,061 paid ~~management~~to ~~has~~Geneva ~~recorded~~on abehalf ~~valuation~~of ~~allowance against~~ the ~~entire deferred tax asset~~Company.

For federal income tax purposes, the Company has net U.S. operating loss carry forwards at June 30, 2021 available to offset future federal taxable income, if any, of $1,275,168. The utilization of the tax net operating loss carry forwards may be limited due to ownership changes that have occurred as a result of sales of common stock.F-17

~~The~~On March 15, ~~fiscal~~2021, ~~years~~the ~~2018~~Company ~~through~~issued ~~2020~~146,486 ~~remain~~shares ~~open~~of common stock to ~~examination~~Geneva byupon ~~federal~~their ~~authorities~~conversion, in-full, of $53,000 of Principal and ~~other~~$2,650 ~~jurisdictions~~of inunpaid ~~which~~interest owing under the ~~Company~~Geneva ~~operates~~CPN dated September 8, 2020.

~~NOTE 8~~The debt –discount ~~Subsequent~~attributable ~~Events~~to the legal fees paid and fair value of the beneficial conversion feature contained in the Geneva CPNs amounted to $132,831 and was accreted over the term of the Geneva CPNs. In the event a Geneva CPN was paid in advance of its maturity date, the future accretion was recorded in the period the related Geneva CPN was repaid.

~~Management~~The Geneva ~~has~~CPNs ~~reviewed~~were ~~material~~repaid ~~events~~in ~~subsequent~~full ofin fiscal 2021. During the ~~period~~year ended June 30, 2021, ~~and~~the ~~prior~~Company torecognized ~~the~~$9,380 ~~filing~~ of ~~our~~interest ~~consolidated~~expense, $43,374 ~~financial~~of ~~statements~~ in ~~accordance~~penalties ~~with~~and ~~FASB~~$132,831 ~~ASC~~of ~~855~~accretion ~~“Subsequent~~related ~~Events”~~to the debt discount.

OnNOTE 7 ~~July~~– 10, 2021, the Company and LionsGate Funding Management LLC (“LGFM”) entered into a Media and Marketing Services Agreement (the “MMSA”). Pursuant to the MMSA, 1) LGFM will provide services designed to increase the awareness and visibility in the investment community and market product to distributors throughout the world for a period of 12 months; and 2) the Company will pay LGFM $100,000 and issue 300,000 shares of restricted common stock.Leases

33On September 14, 2021, in anticipation of increased business, the Company leased 6,900 square feet of office and light industrial space located at 1130 Calle Cordillera, San Clemente, California and entered into a Standard Multi-Tenant Office Lease (the “Lease”). Pursuant to the Lease the term is five years beginning on October 15, 2021, the Company paid a security deposit of $32,621, and monthly base rent is $9,696 subject to an annual increase of 3% each year.

~~Subsequent~~On toJuly 13, 2022, the ~~end~~Company ofreceived ~~fiscal~~a ~~2021~~notice to ~~through~~pay ~~September~~rent 8,or ~~2021,~~surrender the ~~Company~~premises ~~has~~located ~~sold~~at 21130 Calle Cordillera,~~343~~ San Clemente,~~986~~ ~~purchase~~California ~~shares~~due to ~~EMC2~~non ~~Capital~~payment atof ~~prices~~rent ~~ranging~~for ~~from~~the ~~$0.30~~months of -April 2022 – July 2022 and totaling $035,391.34 In mid August 2022, the Company surrendered the premises and ~~received~~the ~~total~~deposit ~~proceeds~~of $32,621 towards payment of the balance owed leaving a liability of $~~800~~2,~~001~~770.

OnAs of June 18 30, ~~2021~~2022, the Company ~~and~~has ~~Firstfire~~not entered into aany ~~Securities~~leases ~~Purchase~~other ~~Agreement,~~than the ~~Firstfire~~lease ~~Note~~described ~~and~~above ~~Firstfire~~which ~~Warrant.~~have ~~The~~not ~~transaction~~yet ~~was~~commenced and ~~consumated~~would onentitle ~~July~~the 8,Company ~~2021~~to ~~upon~~significant ~~the~~rights ~~receipt~~or ofcreate ~~funds~~additional ~~totaling $224,500~~obligations.

~~On July 1, 2021, the Company paid LionsGate $24,000 or $21,215 in excess of the balance owing to LionsGate which the Company recorded as a receivable.~~F-18

OnNOTE 8 ~~August~~– 9,Income ~~2021, the Company repaid, in whole, the balance due under the Geneva Promissory Note, or $57,173.~~Taxes

~~During~~Income taxes ~~August,~~are accounted for using an asset and liability approach that requires the ~~Company~~recognition ~~paid~~of ~~Charles~~deferred ~~Strongo,~~tax ~~our~~assets ~~CEO,~~and liabilities for the ~~total~~expected ~~sum~~future tax consequences of ~~$50,000~~events ~~for~~that ~~work~~have ~~performed~~been recognized in ~~fiscal~~the ~~2021~~Company’s financial statements or tax returns. A valuation allowance is established to reduce deferred tax assets if all, or some portion, of such assets will more than likely not be realized.

~~During~~There is ~~July~~no current or deferred tax expense for 2022 and 2021, due to the Company’s ~~paid~~loss ~~Rene~~position. ~~Alvarez,~~Realization ~~our~~of ~~COO,~~the future tax benefits related to the ~~total~~deferred ~~sum~~tax ofassets ~~$75,000~~is ofdependent ~~which~~on ~~$25~~many factors,~~000~~ ~~related~~including the Company’s ability to ~~work~~generate ~~performed~~taxable income within the net operating loss carryforward period. Management has considered these factors in ~~fiscal~~reaching ~~2021~~its ~~and~~conclusion ~~$50,000~~as to the valuation allowance for ~~services~~financial ~~provided~~reporting inpurposes ~~fiscal~~and ~~2022~~has recorded a full valuation allowance against the deferred tax asset.

OnDeferred income ~~August~~taxes ~~12,~~reflect ~~2021,~~ the ~~Company~~net ~~granted~~tax ~~and~~effects onof ~~September~~temporary 2,differences ~~2021,~~between ~~issued~~the ~~750,000~~carrying ~~shares~~amounts of ~~restricted~~assets ~~common~~and ~~stock~~liabilities infor ~~exchange~~financial reporting ~~for~~purposes ~~services~~and ~~valued~~the atamounts ~~$354,750~~used ~~based~~for onincome ~~the~~tax ~~close~~purposes. ~~price~~Significant components of ~~our~~the ~~common~~Company’s ~~stock~~deferred ontax ~~August~~assets 12at June 30, 2022 and 2021. are as follows:

Schedule Of Deferred Tax Assets
	2022			2021
Deferred tax assets:
Net operating loss carryforwards	$	3,994,223		$	1,275,168
Statutory tax rate		21	%		21	%
Total deferred tax assets		838,787			267,785
Less: valuation allowance		(838,787	)		(267,785	)
Net deferred tax asset	$	-		$	-

~~ITEM~~A reconciliation 9between the amount of income tax benefit determined by applying the applicable U.S. ~~CHANGES~~statutory INincome ~~AND~~tax ~~DISAGREEMENTS~~rate ~~WITH~~to ~~ACCOUNTANTS~~pre-tax loss ONfor ~~ACCOUNTING~~the ~~AND~~years ~~FINANCIAL~~ended ~~DISCLOSURE~~June 30, 2022 and 2021 is as follows:

None.


	2022			2021
Federal Statutory Rate	$	1,082,540		$	1,897,166
Nondeductible expenses		(511,539	)		(1,664,355	)
Change in allowance on deferred tax assets		571,001			232,811
Income tax benefit	$	-		$	-

~~ITEM~~The net 9Aincrease in the valuation allowance for deferred tax assets was $571,002 and $232,811 for the years ended June 30, 2022 and 2021, respectively. ~~CONTROLS~~In ~~AND~~assessing ~~PROCEDURES~~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 has net U.S. operating loss carry forwards at June 30, 2022 available to offset future federal taxable income, if any, of approximately $3,994,223. The utilization of the tax net operating loss carry forwards may be limited due to ownership changes that have occurred as a) ~~Evaluation~~result of ~~Disclosure~~sales ~~Controls~~of ~~and~~common ~~Procedures~~stock.

~~Under~~The fiscal ~~the~~years ~~supervision~~2019 ~~and~~through ~~with~~2021 ~~the~~remain ~~participation~~open ofto ~~our~~examination management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), as of the end of the period covered by ~~this~~federal ~~quarterly~~authorities ~~report. Based on this evaluation, our Chief Executive Officer~~ and ~~Chief~~other ~~Financial~~jurisdictions ~~Officer concluded that as of June 30, 2021, that our disclosure controls and procedures were effective such that the information required to be disclosed~~ in ~~our~~which ~~SEC filings is recorded, processed, summarized and reported within~~ the ~~time~~Company periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosureoperates.

~~(b)~~NOTE 9 ~~Management’s~~– ~~Report~~Commitments onand ~~Internal Control over Financial Reporting~~Contingencies

~~Management’s~~On September 14, ~~Report~~2021, onthe ~~Internal~~Company ~~Control~~leased ~~over~~6,900 ~~Financial~~square ~~Reporting~~feet of office and light industrial space located at 1130 Calle Cordillera, San Clemente, California. See “Note 6 - Leases” and “Note 10 – Subsequent Events” for additional information.

~~Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a~~F-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed under the supervision of our principal executive officer and principal financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with US GAAP. Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.19

AsOn February 17, 2022, the Securities and Exchange Commission filed a lawsuit in the federal district court for the Southern District of ~~June~~California, 30charging the Company, ~~2021~~former CEO Charles Strongo, ~~our~~and ~~management~~four stock promoters with violations of section 10(b) of the Securities Exchange Act of 1934 and section 17(a) of the Securities Act of 1933. The SEC’s complaint seeks injunctive relief, ~~including~~disgorgement ~~our~~of ~~principal~~funds ~~executive~~allegedly ~~officer~~received from illegal conduct plus pre-judgment interest, and ~~principal~~the civil ~~financial~~penalties. ~~officer~~On the same day, ~~assessed~~the US Attorney’s Office for the ~~effectiveness~~Southern District of ~~our~~California ~~internal~~announced ~~control~~the ~~over~~unsealing ~~financial~~of an ~~reporting~~indictment ~~using~~charging Mr. Strongo and the ~~criteria~~promoters ~~set~~with ~~forth~~conspiring to manipulate the market for the Company’s stock in ~~Internal~~ ~~Control~~an alleged —“pump-and-dump” ~~Integrated~~scheme ~~Framework~~through ~~(2013) issued~~allegedly byfalse and misleading statements in press releases and SEC filings concerning the ~~Committee~~Company’s ofemergency ~~Sponsoring~~use ~~Organizations~~authorization ofsubmissions to the ~~Treadway~~Food ~~Commission~~and ~~(comm~~Drug Administration for COVID-19 tests. ~~only~~The ~~referred~~matter tois aspresently ~~COSO)~~stayed pending the conclusion of the criminal case, United States of America v. ~~Based~~Brian onVolmer ~~this~~et. ~~assessment~~al., ~~our~~United ~~management~~States ~~concluded~~District ~~that~~Court, ~~our~~Southern ~~internal~~District ~~control~~Case ~~over~~No. ~~financial~~21-cr-1310-WQH, ~~reporting~~in ~~was~~which ~~effective~~Mr. Strongo ~~based~~is onalso ~~those~~named ~~criteria~~ as a defendant. Mr. Strongo adamantly denies the allegations and has entered a plea of ~~June~~not ~~30,~~guilty ~~2020~~to the charges. Total legal costs recognized through fiscal 2022 were $72,949. Due to the nature and early stage of the SEC Action, the Company is unable to estimate the total costs to defend itself or the potential costs to the Company in the event that it is not successful in its defense.

~~(c)~~NOTE 10 ~~Changes~~– inSubsequent ~~Internal Control over Financial Reporting~~Events

~~There~~Management has ~~were~~reviewed nomaterial ~~changes~~events insubsequent ~~our~~of ~~internal~~the ~~control~~period ~~over~~ended ~~financial~~June 30, ~~reporting~~2022 ~~(as defined in Rules 13a-15(f)~~ and ~~15d-15(f)~~prior ~~under~~to the ~~Exchange~~filing ~~Act)~~of ~~that~~our ~~occurred~~consolidated ~~during~~financial statements ~~the~~in ~~period~~accordance ~~covered~~with byFASB ~~this~~ASC ~~report~~855 ~~that~~“Subsequent ~~has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting~~Events”.

~~ITEM~~On July 25, ~~9B.~~2022, ~~OTHER~~Firstfire ~~INFORMATION~~converted $29,750 of principal under the Firstfire Note 2 and received 5,000,000 shares of common stock.

~~None~~On Agust 3, 2022, Firstfire converted $20,000 of principal under the Firstfire Note 2 and received 5,000,000 shares of common stock.

35On September 6, 2022, Firstfire converted $23,100 of principal under the Firstfire Note 2 and received 5,000,000 shares of common stock.

On July ~~PART~~13, ~~III~~2022, the Company received a notice to pay rent or surrender the premises located at 1130 Calle Cordillera, San Clemente, California due to non payment of rent for the months of April 2022 – July 2022 and totaling $35,391. In mid August 2022, the Company surrendered the premises and the deposit of $32,621 towards payment of the balance owed.

~~ITEM~~On July 21, 2022, the Company and 1800 Diagonal Lending LLC (“1800 Diagonal”) entered into a Securities Purchase Agreement (the “1800 Diagonal SPA”). Pursuant to the 1800 Diagonal SPA, the Company sold to 1800 Diagonal a Promissory Note for the principal amount of $114,675 (the “1800 Diagonal Promissory Note”). Pursuant to the 1800 Diagonal Promissory Note the Company received net proceeds of $100,000 which included deductions for a $10,425 original issue discount, $3,000 for legal fees and $1,250 as a due diligence fee. ~~DIRECTORS~~The 1800 Diagonal Promissory Note matures in one (1) year, ~~EXECUTIVE~~requires ~~OFFICERS~~no ~~AND~~payments ~~CORPORATE~~until ~~GOVERNANCE~~maturity, is unsecured and subject to customary remedies upon default. Beginning 180 days for the date of the 1800 Diagonal Promissory Note, the 1800 Diagonal Promissory Note becomes, at the option of 1800 Diagonal, convertible into shares of common stock at an exercise price of 75% multiplied by the average of the three lowest closing bid prices over the 15 days prior to the conversion date. 1800 Diagonal has agreed to restrict its ability to convert the 1800 Diagonal Promissory Note and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock. The 1800 Diagonal Promissory Note represents a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company. The foregoing summary of the 1800 Diagonal SPA and 1800 Diahonal Promissory Note does not purport to be complete and is qualified in its entirety by reference to the full text of the 1800 Diagonal SPA and 1800 Diahonal Promissory Note which are filed herewith by the Company as Exhibit 10.12 and 10.13, respectively, to this report.

~~DIRECTORS~~On July 27, ~~AND~~2022, ~~EXECUTIVE~~the ~~OFFICERS~~Company and Coventry Enterprises LLC (“Coventry”) entered into a Securities Purchase Agreement (the “Coventry SPA”). Pursuant to the Coventry SPA, the Company sold to Coventry a promissory note for the principal amount of $125,000 (the “Coventry Note”) and agreed to issue 1,000,000 shares of common stock (the “Common Stock Fee”). Pursuant to the Coventry Note, the Company received net proceeds of $106,250 which included deductions for an original issue discount of $18,750. Also, the Company paid a 3rd party broker the sum of $7,000 as a commission related to the Coventry Note. The Coventry Note includes 10% or $12,500 of guaranteed interest, matures in one (1) year, requires seven payments of $19,642.85 beginning December 27, 2022, is unsecured and subject to customary remedies upon default, including accruing interest at 18% and becoming convertible into common stock at a conversion price per share equal to 90% of the lowest per-share trading price during the twenty (20) trading day period before the conversion. The Coventry Note represents a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company. The foregoing summary of the Coventry SPA and Coventry Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Coventry SPA and Coventry Note which are filed herewith by the Company as Exhibit 10.14 and 10.15, respectively, to this report. As a result of the original issue discount, the Common Stock Fee valued at $9,000, and the $7,000 broker commission, the Company recorded a debt discount of $34,750 which is being accreted over the term of the Coventry Note.

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.F-20

Name	Age	Current Position With Us	Director or Officer Since
Charles Strongo	57	CEO, Treasurer, Chairman and Secretary	August 1, 2019
Rene Alvarez	83	COO, President, Director	August 1, 2019
Dr. Shuijie Cui	57	Chief Science Officer and Director	August 1, 2019
Dr. Scott Ford	68	Director	August 1, 2019
Wolfgang Groeters	86	Director	August 1, 2019
Dr. Miriam Lisbeth Paez De La Cerda	44	Director	January 5, 2021

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

~~Former Officers and Directors~~None.

~~Richard~~ITEM 9A. CONTROLS ~~Johnson,~~AND ~~CFO, Treasurer and Director from August 1, 2019 through his retirement on August 21, 2020.~~PROCEDURES

~~Sara~~(a) Evaluation P.of ~~Gonzales,~~Disclosure ~~CEO,~~Controls ~~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.~~Procedures

~~Sara~~Under the ~~Gonzales,~~supervision ~~Secretary~~and ~~from~~with ~~May~~the 6participation of our management, ~~2019~~including toour ~~April~~Chief ~~15,~~Executive ~~2020.~~Officer Onand ~~April~~Chief ~~15,~~Financial ~~2020~~Officer, ~~the~~we ~~Company’s~~conducted an ~~Board~~evaluation of ~~Directors~~the ~~accepted~~effectiveness of the ~~resignation~~design ~~letter~~and ~~dated~~operation ~~January~~of 1,our ~~2020~~disclosure ~~from~~controls ~~Sarah~~and ~~Gonzales~~procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the ~~Company’s~~Securities ~~Secretary.~~Exchange ~~Her~~Act ~~resignation~~of ~~was~~1934 ~~not~~(the ~~due~~“Exchange toAct”), ~~any~~as ~~dispute~~of orthe ~~disagreement~~end ~~with~~of the ~~Company~~period oncovered by ~~any~~this ~~matter~~quarterly ~~relating~~report. toBased ~~the~~on ~~Company's~~this ~~operations~~evaluation, ~~policies~~our orChief ~~practices~~Executive Officer and onChief ~~April~~Financial 15Officer concluded that as of June 30, 2022, ~~2020~~that ~~was~~our ~~officially~~disclosure ~~accepted~~controls byand procedures were effective such that the ~~Company’s~~information ~~Board~~required ofto ~~Directors~~be Todisclosed ~~fill~~in our SEC filings is recorded, processed, summarized and reported within the ~~vacancy~~time ~~created~~periods byspecified ~~Ms.~~in ~~Gonzales’~~SEC ~~resignation~~rules and forms, ~~the~~and ~~Company’s~~is ~~Board~~accumulated ofand ~~Directors~~communicated to ~~appointed~~our ~~Charles~~management, ~~Strongo~~including our Chief Executive Officer and Chief Financial Officer, as ~~the~~appropriate ~~Company’s~~to ~~Secretary~~allow timely decisions regarding required disclosure.

~~Biographical~~(b) Management’s ~~Information~~Report on Internal Control over Financial Reporting

~~Set~~Management’s Report ~~forth~~on ~~below~~Internal ~~are~~Control ~~the~~over ~~names~~Financial 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:Reporting

~~Current~~Management is ~~Directors~~responsible for establishing and ~~Officers~~maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed under the supervision of our principal executive officer and principal financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with US GAAP. Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~Charles~~As of ~~Strongo~~June 30, ~~MBA. Mr. Strongo currently serves as the Company’s CEO and Chairman since August 1~~2022, ~~2019~~our ~~and as Secretary as of April 15~~management, ~~2020.~~including ~~Mr.~~our ~~Strongo~~principal ~~has~~executive 30officer ~~years’ experience in business management~~ and ~~operations~~principal ~~with~~financial aofficer, ~~proven~~assessed ~~track~~the ~~record~~ effectiveness of ~~increasing~~our ~~profitability~~internal incontrol ~~the~~over ~~health~~financial ~~care~~reporting ~~industry~~using ~~and particularly in~~ the ~~in-vitro~~criteria ~~diagnostic~~set ~~industry.~~forth ~~Mr. Strongo has been~~ in ~~the~~Internal inControl ~~vitro~~— ~~diagnostic~~Integrated ~~business~~Framework ~~for~~(2013) issued ~~the~~by ~~past Twenty-Four years, having begun in 1995,~~ the ~~beginning~~Committee of ~~the~~Sponsoring ~~“over-the~~Organizations ~~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~~Treadway ~~Board~~Commission ~~of Directors from June 2002 until June 2009~~(comm. ~~Prior~~only referred to ~~that, Mr. Strongo served~~ as ~~the Chief Financial Officer for two years~~COSO). MrBased 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~~this ~~pharmaceutical filings. Mr. Strongo has prepared several companies for FDA inspections~~assessment, our ~~under~~management ~~FDA~~concluded ~~regulatory GMP guidelines. Mr. Strongo has cleared companies for ISO 13485 CDM in less than 6 months, a process~~ that ~~usually~~our ~~takes~~internal acontrol ~~year.~~over ~~Mr.~~financial ~~Strongo’s~~reporting ~~dynamic~~was ~~personality,~~effective ~~keen~~based ~~understanding~~on ~~and~~those ~~extensive~~criteria ~~professional~~as ~~expertise,~~of ~~have enabled Mr. Strongo to increase profitability for multiple companies domestically and internationally. Mr. Strongo established businesses in foreign countries~~June 30, ~~including Canada, Brazil, China, South Africa, Russia, Taiwan, Mexico, Malaysia, Thailand, and the Philippines~~ 2022. ~~Mr. Strongo holds a BA/MBA in Business Management from National University.~~

36(c) Changes in Internal Control over Financial Reporting

~~Rene~~There were ~~Alvarez.~~no ~~Mr.~~changes ~~Alvarez~~in ~~currently~~our ~~serves~~internal ascontrol ~~the~~over ~~Company’s~~financial ~~COO/President~~reporting (as ofdefined ~~May 8, 2020 and Director since August 1, 2019. Mr. Alvarez is a graduate of Canisius College (BS~~ in ~~Accounting~~Rules 13a-15(f) and ~~earned a law degree at the State University of New York at Buffalo~~ 15d-15(~~LLB and JD degrees~~f). Heunder ~~was admitted to~~ the ~~New~~Exchange Act) ~~York~~that ~~State~~occurred ~~Bar~~during ~~Association in 1969. Mr. Alvarez also spent two years in~~ the ~~U.S.~~period ~~Army~~covered ~~where~~by hethis ~~attained~~report ~~the~~that ~~rank~~has ofmaterially ~~Captain and earned the Bronze Star while serving in Viet Nam. After fulfilling his military service~~affected, heor ~~joined~~is ~~Ford~~reasonably ~~Motor~~likely ~~Company~~to inmaterially ~~1969 where he held various key executive positions including Senior Vice President of a Ford subsidiary from which he retired in 1999. After retiring~~affect, our ~~Mr.~~internal ~~Alvarez~~control ~~joined~~over LAfinancial ~~Fitness International, LLC as Corporate Vice President until he once again retired in June of 2011~~reporting. 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.

~~Shuijie Cui~~ITEM 9B. OTHER 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. INFORMATION

DrNone. 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.

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.10

Dr. Miriam Lisbeth Paez De La Cerda. Dr. Miriam Lisbeth Paez De La Cerda is a General Practitioner with over 15 years of experience. Dr. Miriam currently serves as an outpatient physician at the Institute of Security and Social Services for Government and Municipal Workers of the State of Baja California (ISSSTECALI) since 2007. From 2005 through 2017, Dr. Miriam served as an outpatient physician at Centro de Integracion Juvenil A.C. working as a family doctor and in the risk reduction program for drug addicts. Dr. Miriam actively works to prevent drug addiction by training and recruiting promoters and volunteers of preventive programs for addictions, holding youth forums for addiction prevention, workshops and informative talks (protection and risk factors) in schools, companies and government institutions. Dr. Miriam regularly administers rapid tests for the detection of drugs, HIV and Hepatitis C. PART III

~~All~~ITEM 10. DIRECTORS, ofEXECUTIVE ~~our~~OFFICERS ~~directors~~AND ~~are~~CORPORATE ~~elected annually to serve for one year or until their successors are duly elected and qualified.~~GOVERNANCE

~~Family~~DIRECTORS AND ~~Relationships~~EXECUTIVE ~~and Other Matters~~OFFICERS

~~There~~The following ~~are~~table nosets ~~family~~forth ~~relationships~~the ~~among~~names orand ~~between~~ages ~~any~~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.

Legal Proceedings

Name	Age	Current Position With Us	Director or Officer Since
Rene Alvarez	84	Chairman, CEO, President, Treasurer, COO and Secretary	August 1, 2019
Edgar B. Gonzalez	58	Executive Vice President and Director	July 27, 2022

~~None~~Former Officers ofand ~~or directors or officers are involved in any legal proceedings as described in Regulation S-K (§229.401(f)).~~Directors

37Dr. Miriam Lisbeth Paez De La Cerda, Director from August 1, 2019 to her resignation on August 5, 2022.

~~SECTION~~Dr. Shuijie ~~16(a)~~Cui, ~~BENEFICIAL~~Chief ~~OWNERSHIP~~Science ~~REPORTING~~Officer ~~COMPLIANCE~~and Director from August 1, 2019 to his resignation on July 19, 2022.

~~Because~~Wolfgang weGroeters, doDirector ~~not~~from ~~have~~August a1, ~~class of equity securities registered pursuant~~ 2019 to ~~section~~his 12resignation ofon ~~the~~July ~~Exchange~~19, ~~Act we are not required to make the disclosures required by Item 405 of Regulation SK~~2022.

~~CODE~~Dr. Scott OFFord, ~~ETHICS~~Director from August 1, 2019 to his resignation on July 19, 2022.

~~We have not adopted a code of ethics that applies to our principal executive officer~~Charles Strongo, ~~principal financial officer~~Chairman, ~~principal~~CEO ~~accounting~~from ~~officer~~August 1, or2019 ~~persons~~and ~~performing~~Secretary ~~similar~~from ~~functions~~April 15, ~~because~~2020 ofto ~~the~~his ~~small~~resignation ~~number~~on ofJuly 12, ~~persons involved in the management of the Company~~2022.

~~CORPORATE GOVERNANCE~~Biographical Information

~~Director~~Set forth ~~Independence~~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:

WeCurrent Directors ~~are not listed on a major U.S. securities exchange~~ and, ~~therefore,~~Officers 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. At this time, after considering all of the relevant facts and circumstances, our Board has determined that Dr. Scott Ford, Wolfgang Groeters and Dr. Miriam Lisbeth Paez De La Cerda qualify as “independent” directors”. 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.

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 ~~Leadership~~of ~~Structure~~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.

We currently have three 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, a Chief Operating Officer and Chief Science Officer both of whom are also Directors and three other Directors which 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.11

Mr. Edgar B. Gonzalez. Mr. Gonzalez is the Executive Vice President of Sales, Operations, Marketing and sits on the Board ~~Role~~Of Directors of the Company. Mr. Gonzalez has over 30+ years of experience in ~~Risk~~Business ~~Oversight~~Finance and Corporate Management. Previously, Mr. Gonzalez founded and was President of California Investments which he owned and operated for 25 years and exceeded sales of over 700 million Dollars worldwide. Mr. Gonzalez has been a leader within the international community in contracts and financing, is considered a stakeholder with Federal Drug Administration having been a participant with them and has international contacts throughout the world, many of whom hold high positions within their governments and in their Ministry of Health Departments.

~~Risk is inherent in every business, and how well a business manages risk can ultimately determine its success. We face a number~~ All of ~~risks, including strategic risks, enterprise risks, financial risks, and regulatory risks. While~~ our ~~management~~directors isare ~~responsible~~elected ~~for~~annually ~~day-~~to~~-day~~ ~~management~~serve ~~of various risks we face, the Board, as a whole, is responsible~~ for ~~evaluating~~one ~~our~~year ~~exposure~~or tountil ~~risk~~their ~~and~~successors ~~to satisfy itself that the risk management processes designed and implemented by management~~ are ~~adequate~~duly ~~and~~elected ~~functioning as designed. The Board reviews~~ and ~~discusses policies with respect to risk assessment and risk management~~qualified. 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.

~~Board~~Family Relationships ~~of Directors Meetings, Committees of the Board of Directors,~~ and ~~Annual~~Other ~~Meeting Attendance~~Matters

~~During~~There are ~~the~~no ~~fiscal~~family ~~year~~relationships ~~ended~~among ~~June~~or ~~30,~~between ~~2020,~~any ~~the Board held a total~~ of ~~six~~our ~~(6)~~officers ~~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~~directors.

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.Legal Proceedings

38None of or directors or officers are involved in any legal proceedings as described in Regulation S-K (§229.401(f)).

~~ITEM~~SECTION 16(a) BENEFICIAL ~~11.~~OWNERSHIP ~~EXECUTIVE~~REPORTING ~~COMPENSATION~~COMPLIANCE

~~Our~~Because we ~~Board~~do isnot ~~responsible~~have ~~for~~a ~~establishing~~class ~~the~~of ~~compensation~~equity ~~and~~securities ~~benefits~~registered ~~for~~pursuant ~~our~~to ~~executive~~section 12 ~~officers.~~of ~~The Board reviews~~ the ~~performance~~Exchange ~~and~~Act ~~total~~we ~~compensation~~are ~~package~~not ~~for~~required ~~our~~to ~~executive~~make ~~officers, and considers~~ the disclosures ~~modification~~required ofby ~~existing~~Item 405 ~~compensation and the adoption~~ of ~~new~~Regulation ~~compensation plans~~SK. ~~The board has not retained any compensation consultants.~~

~~Summary~~CODE OF ~~Compensation Table~~ETHICS

~~The~~We have ~~following~~not ~~table~~adopted ~~sets~~a ~~forth~~code ~~information~~of ~~concerning~~ethics ~~compensation~~that ~~earned~~applies ~~for~~to ~~services~~our ~~rendered~~principal toexecutive usofficer, byprincipal ~~our~~financial ~~executive~~officer, ~~officers~~principal ~~who~~accounting officer, ~~were~~or ~~serving~~persons asperforming ~~executive~~similar ~~officers~~functions, ~~during~~because of the ~~fiscal~~small ~~years~~number ~~ended~~of ~~June~~persons ~~30,~~involved ~~2021~~in ~~and~~the ~~2020:~~management of the Company.

Name and Principal Position	Year Ended June 30,	Salary ($)	Stock Awards ($)	Total ($)
Charles Strongo (1) (2) CEO, Treasurer, Chairman and Secretary	2021	75,000	4,624,000	4,699,000
	2020	-	1,000,000	1,000,000
Richard Johnson (1) Former CFO, Treasurer and Director	2021	20,000	-	20,000
	2020	-	-	-
Rene Alvarez (3) COO, President and Director	2021	79,800	144,000	223,800
	2020	10,000	1,000,000	1,010,000
Dr. Shuijie Cui (4) Chief Science Officer and Director	2021	-	144,000	144,000
	2020	-	-	-
Sara P. Gonzales (1) Former CEO, President, Treasurer and Secretary	2020	-	-	-

CORPORATE GOVERNANCE

~~(1) 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 during her tenure. 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. Richard Johnson served a CFO, Treasurer and Director through August 21, 2020. Independence

~~(2)~~We are Mrnot ~~Strongo~~listed ~~was~~on ~~granted~~a ~~500,000~~major ~~shares~~U.S. ofsecurities ~~common~~exchange ~~stock~~and, ~~on May 8~~therefore, ~~2020~~are ~~valued~~not atsubject to the ~~close~~corporate ~~price~~governance requirements of ~~our~~any ~~common~~such exchange, ~~stock~~including ~~($2.00~~those ~~per~~related ~~share)~~to ~~resulting~~the inindependence ~~$1,000,000~~ of ~~compensation~~directors inHowever, ~~fiscal~~Our ~~2020.~~Board Inconsiders ~~Fiscal~~that ~~2021,~~a ~~Mr.~~director ~~Strongo~~is ~~was~~independent ~~granted~~when 1)the director ~~200,000~~is ~~shares~~not onan ~~January~~officer 5,or ~~2021~~employee ~~valued~~of at the ~~close~~Company, ~~price~~does ofnot ~~our~~have ~~common~~any ~~stock~~relationship ~~($0.72~~which ~~per~~would, ~~share)~~ or ~~$144,000;~~could 2)reasonably 3appear to,~~000,000~~ ~~shares~~materially interfere ~~pursuant~~with to the ~~Patent~~independent ~~License~~judgment ~~Agreement~~of ~~dated~~such ~~January 12~~director, ~~2021~~and ~~valued~~the atdirector otherwise meets the ~~close~~independence ~~price~~requirements under the listing standards of ~~our~~FINRA ~~common~~and ~~stock~~the ~~($0.46~~rules ~~per~~and ~~share)~~regulations orof ~~$1,380,000;~~the ~~and~~SEC. 3)At 5this time,~~000,000~~ ~~shares~~after ~~pursuant~~considering toall of the IPrelevant ~~License~~facts ~~Agreement~~and ~~dated~~circumstances, our ~~March~~Board ~~30,~~has ~~2021~~determined ~~valued~~that atWolfgang ~~the~~Groeters ~~close~~and ~~price~~qualify ofas an “independent” director. Upon our ~~common~~listing ~~stock~~on ~~($0.62~~any ~~per~~national securities ~~share)~~exchange or $3any inter-dealer quotation system,~~100,000.~~ ~~For~~we ~~additional~~will ~~information~~elect ~~see~~such ~~“NOTE~~independent 4directors –as ~~Stockholders’~~is ~~Equity”,~~necessary under ~~Item~~the 8rules of any ~~this~~such ~~Annual~~securities ~~Report~~exchange.

~~(3)~~Board Leadership Mr. Alvarez was $10,000 in cash compensation during fiscal 2020 and granted 500,000 shares of common stock on May 8, 2020 valued at the close price of our common stock ($2.00 per share) resulting in $1,010,000 of compensation in fiscal 2020. In Fiscal 2021, Mr. Alvarez received $54,800 in cash compensation and was granted 200,000 shares on January 5, 2021 valued at the close price of our common stock ($0.72 per share) or $144,000.Structure

~~(4)~~We currently Inhave ~~Fiscal~~one ~~2021,~~executive Mrofficer and two directors. ~~Cui~~Our ~~was~~Board ~~granted~~has ~~200,000~~reviewed ~~shares~~our oncurrent ~~January~~Board 5leadership structure — which consists of a Chief Executive Officer who is also the Treasurer, ~~2021~~Secretary ~~valued~~and atChairman of the ~~close~~Board ~~price~~— in light of the composition of the Board, our ~~common~~size, ~~stock~~the ~~($0.72~~nature ~~per~~of ~~share)~~our orbusiness, ~~$144~~the regulatory framework under which we operate,~~000~~ 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 Executive Officer and Chairman positions should be separated based on what the Board believes is best for us and our stockholders.

3912

~~Employment~~Board Role ~~Agreements~~in Risk Oversight

WeRisk is ~~currently~~inherent ~~have~~in noevery ~~employment~~business, ~~agreements~~and inhow ~~place~~well a business manages risk can ultimately determine its success. ~~The~~We ~~Board~~face ~~approved~~a ~~cash~~number ~~compensation~~of torisks, including bestrategic ~~paid~~risks, toenterprise ~~Mr.~~risks, ~~Strongo~~financial risks, and Mrregulatory risks. ~~Alvarez~~While ~~for~~our ~~fiscal~~management ~~2021~~is inresponsible ~~the~~for ~~amount~~day-to-day management of ~~$75~~various risks we face,~~000~~ ~~and~~the ~~$79~~Board,~~800,~~ ~~respectively~~as a whole, is responsible for evaluating our exposure to risk and to ~~compensate~~satisfy ~~each~~itself that ofthe ~~Messrs~~risk management processes designed and implemented by management are adequate and functioning as designed. ~~Strongo~~The Board reviews and ~~Alvarez~~discusses ~~$75~~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,~~000~~ ~~during~~as ~~fiscal~~well ~~2022~~as its financial statements.

~~Outstanding~~Board of ~~Equity~~Directors ~~Awards~~Meetings, asCommittees ~~Fiscal~~of ~~Year-End~~the Board of Directors, and Annual Meeting Attendance

~~None~~During the fiscal year ended June 30, 2022, the Board held a total of one (1) meeting. Shareholders were invited to attend via Zoom. We did not, however, have a qualifying annual meeting of shareholders during the fiscal years ended June 30, 2022 and 2021.

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

~~There are no understandings or agreements known by management at this time which would result in a change in control.~~13

~~COMPENSATION~~ITEM 11. EXECUTIVE ~~OF DIRECTORS~~COMPENSATION

Our Board ~~directors~~is ~~play~~responsible afor ~~critical~~establishing ~~role~~the incompensation ~~guiding our strategic direction~~ and ~~overseeing~~benefits ~~the~~for ~~management of~~ our ~~Company~~executive officers. ~~Ongoing~~The ~~developments~~Board inreviews ~~corporate~~the ~~governance~~performance and total ~~financial~~compensation ~~reporting~~package ~~have resulted in an increased demand~~ for ~~such~~our ~~highly~~executive ~~qualified~~officers, and ~~productive~~considers ~~public~~the ~~company~~modification ~~directors.~~of ~~The~~existing ~~many~~compensation ~~responsibilities~~ and ~~risks and~~ the ~~substantial~~adoption ~~time commitment~~ of ~~being a director of a public company require that we provide adequate incentives for our directors’ continued performance by paying~~ new compensation ~~commensurate~~plans. ~~with~~The ~~our~~board ~~directors’~~has ~~workload.~~not Inretained ~~establishing~~any ~~director~~ compensation, ~~the Board is guided by the following goals:~~consultants.

~~· compensation~~Summary Compensation ~~should consist of cash and/or equity awards that are designed to fairly pay the directors for work required for a company of our size and scope;~~Table

· The following table sets forth information concerning compensation ~~should~~earned ~~align~~for ~~the~~services ~~directors’~~rendered ~~interests~~to ~~with~~us by our executive officers who were serving as executive officers during the ~~long-term~~fiscal ~~interests~~years ofended ~~stockholders;~~June 30, 2022 and 2021:

· compensation should assist with attracting and retaining qualified directors.

Name and Principal Position	Year Ended June 30,	Salary ($)		Stock Awards ($)		Total ($)
Charles Strongo ^{(1) (2)}Former CEO, President, CFO, Treasurer, Secretary and Chairman	2022		75,000		150,500		225,500
	2021		75,000		4,624,000		4,699,000
Richard Johnson ⁽¹⁾ Former CFO, Treasurer and Director	2021		20,000		-		20,000
Rene Alvarez ⁽³⁾ CEO, President, CFO, Treasurer, COO, Secretary and Chairman	2022		75,000		150,500		225,500
	2021		79,800		144,000		223,800
Dr. Shuijie Cui ⁽⁴⁾ Former Chief Science Officer and Director	2022		-		21,500		21,500
	2021		-		144,000		144,000

~~For~~(1) ~~their~~On ~~services~~August ~~as directors~~1, ~~on January 5~~2019, ~~2021,~~ the ~~Board~~Company ~~granted~~appointed ~~200,000~~Charles ~~shares~~Strongo ~~of restricted common stock~~ to ~~each~~serve ofas the ~~six~~Company’s ~~(6)~~CEO, ~~directors.~~President ~~The~~and ~~stock~~Chairman ~~was~~and ~~valued~~Richard atJohnson ~~the~~to ~~close~~serve ~~price~~as ofthe ~~our~~Company’s ~~common~~CFO, ~~stock~~Treasurer ~~($0~~and Director.72 ~~per~~Richard ~~share)~~Johnson orserved ~~$144~~a CFO,~~000~~ ~~per~~Treasurer ~~director~~ and ~~$864,000~~Director inthrough ~~total.~~August No21, ~~Board compensation was paid during fiscal~~ 2020.

~~Limitation~~(2) During 2022, as compensation for his services on ~~Directors'~~the ~~Liabilities~~Board, Mr. Strongo was granted 3,500,000 shares of restricted common stock valued at the close price of our common stock ($0.043 per share) valued at $150,500. During 2021, During 2021, Mr. Strongo was granted 1) 200,000 shares of restricted common stock on January 5, 2021 valued at the close price of our common stock ($0.72 per share) or $144,000; ~~Indemnification~~2) 3,000,000 shares of ~~Officers~~restricted common stock pursuant to the Patent License Agreement dated January 12, 2021 valued at the close price of our common stock ($0.46 per share) or $1,380,000; and ~~Directors~~3) 5,000,000 shares of restricted common stock pursuant to the IP License Agreement dated March 30, 2021 valued at the close price of our common stock ($0.62 per share) or $3,100,000. For additional information see “NOTE 4 – Stockholders’ Equity”, under Item 8 of this Annual Report.

~~Our~~(3) ~~Bylaws~~During ~~designate~~2022, as compensation for his services on the ~~relative~~Board, ~~duties~~Mr. ~~and~~Alvarez ~~responsibilities~~was ofgranted ~~our~~3,500,000 ~~officers~~shares ~~and~~of ~~establish~~restricted ~~procedures~~common ~~for~~stock ~~actions~~valued byat ~~directors~~the ~~and~~close ~~stockholders~~price ~~and~~of ~~other~~our ~~items~~common stock ($0.043 ~~Our~~per ~~bylaws~~share) ~~also~~valued ~~contain~~at ~~indemnification~~$150,500. ~~provisions~~During 2021, ~~which~~as ~~will~~compensation ~~permit~~for ushis toservices ~~indemnify~~on ~~our~~the ~~officers~~Board, ~~and~~Mr. ~~directors~~Alvarez towas ~~the~~granted ~~maximum~~200,000 ~~extent~~shares ~~provided~~of byrestricted ~~Nevada~~common ~~law.~~stock ~~For~~valued ~~additional~~at ~~information,~~the ~~see~~close ~~Exhibit~~price ~~3.2~~of toour ~~this~~common ~~Annual~~stock ~~Report~~($0.72 per share) or $144,000.

~~Directors'~~(4) ~~and~~During ~~Officers'~~2022, ~~Liability~~as ~~Insurance~~compensation for his services on the Board, Mr. Cui was granted 500,000 shares of restricted common stock valued at the close price of our common stock ($0.043 per share) valued at $21,500. During 2021, as compensation for his services on the Board, Mr. Cui was granted 200,000 shares of restricted common stock valued at the close price of our common stock ($0.72 per share) or $144,000.

~~We have not obtained directors' and officers' liability insurance.~~ Employment Agreements

40We currently have no employment agreements in place. The Board approved cash compensation to be paid to Mr. Strongo and Mr. Alvarez for fiscal 2021 in the amount of $75,000 and $79,800, respectively, and to compensate each of Messrs. Strongo and Alvarez $75,000 during fiscal 2022.

~~ITEM~~Outstanding Equity ~~12.~~Awards ~~SECURITY~~as ~~OWNERSHIP~~Fiscal ~~OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~Year-End

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:None.

Name and Address of Beneficial Owner (1)	Number of shares Beneficially Owned (2)	Percent of Class Owned (2)
Directors and Officers
Charles Strongo	14,025,531	17.1%
Rene Alvarez	7,493,698	9.1%
Dr. Scott Ford	1,039,132	1.3%
Dr. Shuijie Cui	2,975,000	3.6%
Wolfgang Groeters	2,230,000	2.7%
Dr. Miriam Lisbeth Paez De La Cerda	200,000	*
All Directors and Officers as a Group	27,963,361	34.1%
5% shareholders
Charles Strongo	14,025,531	17.1%
Rene Alvarez	7,493,698	9.1%
5% shareholders as a group	21,519,229	26.2%
Total Directors and Officers and 5% Shareholders	27,963,361	34.1%

Payments Upon Termination of Change in Control

*There are ~~less~~no ~~than~~understandings 1%or agreements known by management at this time which would result in a change in control.

(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 1402 N El Camino Real, San Clemente, CA 92672.14

~~(2)~~COMPENSATION OF Calculated pursuant to rule 13d-3(d) of the Exchange Act. Beneficial ownership is calculated based on 82,057,885 shares of common stock issued and outstanding as of September 8, 2021. 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 owned by the parties listed in the table.DIRECTORS

~~ITEM~~Our directors 13play a critical role in guiding our strategic direction and overseeing the management of our Company. ~~CERTAIN~~Ongoing ~~RELATIONSHIPS~~developments in ~~AND~~corporate ~~RELATED~~governance ~~TRANSACTIONS~~and financial reporting have resulted in an increased demand for such highly qualified and productive public company directors. The many responsibilities and risks and the substantial time commitment of being a director of a public company require that we provide adequate incentives for our directors’ continued performance by paying compensation commensurate with our directors’ workload. In establishing director compensation, ~~AND~~the ~~DIRECTOR~~Board ~~INDEPENDENCE~~is guided by the following goals:

We● docompensation ~~not~~should ~~have~~consist ~~a formal written policy for the review and approval~~ of ~~transactions~~cash ~~with related parties; however, our Corporate Governance Principles require actual~~ and/or ~~potential~~equity ~~conflict~~awards ofthat ~~interest to be reported to the Board. Our employees~~ are ~~expected~~designed to ~~disclose~~fairly ~~personal~~pay ~~interests~~the ~~that~~directors ~~may~~for ~~conflict~~work ~~with~~required ~~ours~~for ~~and~~a ~~they~~company ~~may not engage in personal activities that conflict with their responsibilities and obligations to us. Periodically, we inquire as to whether or not any~~ of our ~~Directors~~size ~~have entered into any transactions, arrangements or relationships that constitute related party transactions. If any actual or potential conflict of interest is reported, our entire Board~~ and outside legal counsel review the transaction and relationship disclosed and the Board makes a formal determination regarding each Director's independence. If the transaction is deemed to present a conflict of interest, the Board will determine the appropriate action to be taken.scope;

41● compensation should align the directors’ interests with the long-term interests of stockholders; and

~~Transactions~~● compensation should assist with ~~Related~~attracting ~~Persons~~and retaining qualified directors.

~~The~~For their ~~Board~~services isas ~~responsible~~directors, ~~for~~on ~~review~~March 30, ~~approval~~2022, orthe ~~ratification~~Board ofgranted ~~“related-person~~9,000,000 ~~transactions”~~shares ~~involving~~of ~~Global~~restricted ~~WholeHealth~~common ~~Partners~~stock orto its ~~subsidiaries and related persons~~directors. The ~~Under~~stock ~~SEC~~was ~~rules~~valued ~~(Section~~at ~~404~~the ~~(a)~~close ofprice ~~Regulation S-K), a related person is a director, officer, nominee for director, or 5% stockholder~~ of our ~~outstanding shares of~~ common stock ~~since the beginning of the previous fiscal year, and their immediate family members~~($0.043 ~~Immediate~~per ~~family~~share) ~~members~~or ~~include spouses~~$387,000 ~~parents, stepparents, children, stepchildren, siblings, mothers- and fathers-~~in~~-law,~~ ~~sons-~~total ~~and~~to ~~daughters-in-law,~~the ~~and~~following ~~brothers- and sisters-in-law and anyone residing in such person’s home (other than a tenant)~~individuals:

The Board has determined that, barring additional facts or circumstances, a related person does not have a direct or indirect material interest in the following categories of transactions:

Name	Fees Earned or paid in cash ($)		Stock awards ($)
Charles Strongo		-		150,500
Rene Alvarez		-		150,500
Dr. Scott Ford		-		21,500
Dr. Shujie Cui		-		21,500
Wolfgang Groeters		-		21,500
Dr. Miriam Lisbeth De La Cerda		-		21,500

~~· any~~For their ~~transaction~~services ~~with~~as ~~another~~directors, ~~company~~on ~~for~~January 5, ~~which~~2021, athe ~~related~~Board ~~person’s~~granted ~~only~~200,000 ~~relationship~~shares isof asrestricted ancommon ~~employee~~stock ~~(other~~to ~~than~~each anof ~~executive~~the ~~officer~~six (6), ~~director,~~directors. orThe ~~beneficial~~stock ~~owner~~was ofvalued ~~less~~at ~~than 10% of that company’s shares, if~~ the ~~amount~~close ~~involved~~price ~~does~~of ~~not~~our ~~exceed~~common ~~the~~stock ~~greater of~~ ($10.72 ~~million~~per share) or 2%$144,000 ofper ~~that~~director ~~company’s~~and ~~total~~$864,000 ~~annual revenue;~~in total.

~~· compensation~~Limitation on toDirectors’ ~~executive~~Liabilities; ~~officers~~Indemnification ~~determined~~of byOfficers ~~the~~and ~~Board;~~Directors

~~· compensation~~Our Bylaws designate the relative duties and responsibilities of our officers and establish procedures for actions by directors and stockholders and other items. Our bylaws also contain indemnification provisions, which will permit us to indemnify our officers and directors ~~determined~~to the maximum extent provided by ~~the~~Nevada ~~Board;~~law. For additional information, see Exhibit 3.2 to this Annual Report.

~~· transactions~~Directors’ and inOfficers’ ~~which~~Liability ~~all security holders receive proportional benefits; and~~Insurance

~~· banking-related~~We have ~~services~~not ~~involving~~obtained adirectors’ ~~bank~~and ~~depository~~officers’ ofliability ~~funds, transfer agent, registrar, trustee under a trust indenture, or similar service~~insurance.

~~Review, Approval or Ratification of Transactions with Related Persons~~15

The Board reviews transactions involving related persons who are not included in one of the above categories and makes a determination whether the related person has a material interest in a transaction and may approve, ratify, rescind, or take other action with respect to the transaction in its discretionITEM 12. SECURITY AnOWNERSHIP ~~interested~~OF ~~related~~CERTAIN ~~party~~BENEFICIAL ~~who~~OWNERS ~~serves~~AND onMANAGEMENT ~~the~~AND ~~Board~~RELATED ~~shall~~STOCKHOLDER recuse their self from the review and approval of a related party transaction in which they have an interest in the transaction. In the event of a potential conflict of interest, the Board will generally evaluate the transaction in terms of the following standards: (i) the benefits to us; (ii) the impact on a director’s independence in the event the related person is a director, an immediate family member of a director or an entity in which a director is a partner, shareholder or executive officer; (iii) the availability of other sources for comparable products or services; (iv) the terms and conditions of the transaction; and (v) the terms available to unrelated parties or the employees generally.MATTERS

The following istable asets ~~description~~forth ofcertain ~~each~~information ~~transaction~~as ~~since~~of the ~~beginning~~date of ~~2019~~this report by (i) all persons who are known by us to beneficially own more than 5% of our outstanding shares of common stock, ~~and~~(ii) each ~~currently~~director, ~~proposed~~director ~~transaction~~nominee, inand ~~which~~Named Executive Officer; and (iii) all executive officers and directors as a group:

· we have been or are to be a participant;

Name and Address of Beneficial Owner⁽¹⁾	Number of shares Beneficially Owned⁽²⁾		Percent of Class Owned⁽²⁾
Directors and Officers
Rene Alvarez		10,451,274		8.0
Wolfgang Groeters		2,730,000		2.1
Edgar B. Gonzalez		350,000		*
All Directors and Officers as a Group		13,531,274		10.3

5% shareholders
Rene Alvarez		10,451,274		8.0
Total Directors and Officers and 5% Shareholders		13,531,274		10.3

~~· the~~* ~~amount~~less ~~involved~~than ~~exceeds the lesser of $120,000 or~~ 1% ~~of the average of our total assets for the last two completed fiscal years; and~~

~~· any~~(1) ofBeneficial ~~our~~ownership ~~directors,~~is ~~executive~~determined ~~officers~~in oraccordance ~~holders~~with ofSEC ~~more~~rules ~~than~~and 5%generally ofincludes ~~any~~voting ~~class~~or ofinvestment ~~our~~power ~~capital~~with ~~stock~~respect atto ~~the~~securities. ~~time~~Each of the ~~transactions~~beneficial inowners ~~issue,~~listed orabove ~~any~~has ~~immediate~~direct ~~family~~ownership ~~member~~ of orand ~~person~~sole ~~sharing~~voting ~~the~~power ~~household~~and investment power with ~~any~~respect to the shares of ~~these~~our ~~individuals,~~common ~~had~~stock orand ~~will~~except ~~have~~as aindicated ~~direct~~the oraddress ~~indirect~~of ~~material~~each ~~interest~~beneficial owner is 1402 N El Camino Real, San Clemente, CA 92672.

~~For~~(2) ~~additional~~Calculated ~~information~~pursuant ~~see~~to ~~“NOTE~~rule 513d-3(d) –of ~~Transactions~~the ~~with~~Exchange ~~Related~~Act. ~~Persons”~~Beneficial ownership is calculated based on 131,287,079 ~~under~~shares ~~Item~~of 8common stock issued and outstanding as of ~~this~~September ~~Annual~~22, ~~Report~~2022. 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 owned by the parties listed in the table.

~~Director Independence~~16

~~Please refer to “Director Independence” under the section titled “CORPORATE GOVERNANCE” in “~~ITEM 10 13. CERTAIN ~~DIRECTORS,~~RELATIONSHIPS ~~EXECUTIVE~~AND ~~OFFICERS~~RELATED TRANSACTIONS, AND ~~CORPORATE~~DIRECTOR ~~GOVERNANCE.”~~INDEPENDENCE

42We do not have a formal written policy for the review and approval of transactions with related parties; however, our Corporate Governance Principles require actual or potential conflict of interest to be reported to the Board. Our employees are expected to disclose personal interests that may conflict with ours and they may not engage in personal activities that conflict with their responsibilities and obligations to us. Periodically, we inquire as to whether or not any of our Directors have entered into any transactions, arrangements or relationships that constitute related party transactions. If any actual or potential conflict of interest is reported, our entire Board and outside legal counsel review the transaction and relationship disclosed and the Board makes a formal determination regarding each Director’s independence. If the transaction is deemed to present a conflict of interest, the Board will determine the appropriate action to be taken.

~~ITEM~~Transactions with ~~14.~~Related ~~PRINCIPAL ACCOUNTING FEES AND SERVICES~~Persons

~~Independent~~The Board ~~Public~~is ~~Accountants~~responsible for review, approval, or ratification of “related-person transactions” involving Global WholeHealth Partners or its subsidiaries and related persons. Under SEC rules (Section 404 (a) of Regulation S-K), a related person is a director, officer, nominee for director, or 5% stockholder of our outstanding shares of common stock since the beginning of the previous fiscal year, and their immediate family members. Immediate family members include spouses, parents, stepparents, children, stepchildren, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, and brothers- and sisters-in-law and anyone residing in such person’s home (other than a tenant)

~~BFBorgers~~The Board ~~CPA~~has PCdetermined ~~currently serves as our independent registered public accounting firm to audit our financial statements for the fiscal year ended June 30~~that, ~~2021~~barring ~~and~~additional ~~2020.~~facts Toor ~~the knowledge of management~~circumstances, ~~neither~~a ~~such~~related ~~firm~~person ~~nor~~does ~~any~~not ofhave ~~its~~a ~~members has any~~ direct or ~~material~~ indirect ~~financial~~material interest in usthe orfollowing ~~any~~categories ~~connection~~of ~~with us in any capacity otherwise than as independent accountants.~~transactions:

~~Our~~● ~~Board, in its discretion, may direct the appointment of different public accountants at~~ any ~~time~~transaction ~~during~~with ~~the~~another ~~year,~~company iffor ~~the~~which ~~Board believes that~~ a ~~change~~related ~~would~~person’s beonly inrelationship ~~the~~is ~~best~~as ~~interests~~an ofemployee ~~the~~(other ~~stockholders.~~than ~~The~~an ~~Board~~executive ~~has~~officer), ~~considered the audit fees~~director, ~~audit-related~~or ~~fees,~~beneficial ~~tax~~owner ~~fees~~of ~~and~~less ~~other~~than ~~fees~~10% ~~paid~~of tothat ~~our~~company’s ~~auditors~~shares, asif ~~disclosed~~the ~~below,~~amount ~~and~~involved ~~has~~does ~~determined~~not ~~that~~exceed the ~~payment~~greater of ~~such~~$1 ~~fees~~million isor ~~compatible~~2% ~~with~~of ~~maintaining~~that ~~the~~company’s ~~independence~~total ofannual ~~the accountants.~~revenue;

~~Principle~~● ~~Accounting~~compensation ~~Fees~~to ~~and~~executive ~~Services~~officers determined by the Board;

~~Audit~~● ~~Fees~~compensation to directors determined by the Board;

We● ~~have~~transactions ~~incurred~~in ~~fees~~which ~~totaling~~all ~~$38,200~~security ~~and~~holders ~~$54,500~~receive ~~for~~proportional ~~professional~~benefits; ~~services related to the audit of our financial statements for the fiscal years ended June 30, 2021~~ and ~~2020, respectively.~~

~~Audit~~● banking-~~Related~~related ~~Fees~~services involving a bank depository of funds, transfer agent, registrar, trustee under a trust indenture, or similar service.

~~None.~~Review, Approval or Ratification of Transactions with Related Persons

~~Tax~~The Board ~~Fees~~reviews transactions involving related persons who are not included in one of the above categories and makes a determination whether the related person has a material interest in a transaction and may approve, ratify, rescind, or take other action with respect to the transaction in its discretion. An interested related party who serves on the Board shall recuse their self from the review and approval of a related party transaction in which they have an interest in the transaction. In the event of a potential conflict of interest, the Board will generally evaluate the transaction in terms of the following standards: (i) the benefits to us; (ii) the impact on a director’s independence in the event the related person is a director, an immediate family member of a director or an entity in which a director is a partner, shareholder or executive officer; (iii) the availability of other sources for comparable products or services; (iv) the terms and conditions of the transaction; and (v) the terms available to unrelated parties or the employees generally.

The following ~~Company~~is ~~did~~a ~~not~~description ~~pay~~of aneach ~~outside~~transaction ~~accountant~~since tothe ~~prepare~~beginning ~~tax~~of ~~returns~~2019, ~~for~~and ~~the~~each ~~year~~currently ~~ended~~proposed ~~June 30~~transaction, ~~2021~~in ~~and 2020.~~ which:

43● we have been or are to be a participant;

~~PART~~● IVthe amount involved exceeds the lesser of $120,000 or 1% of the average of our total assets for the last two completed fiscal years; and

~~ITEM~~● ~~15.~~any ~~EXHIBITS~~of our directors, ~~FINANCIAL~~executive ~~STATEMENT~~officers ~~SCHEDULES~~or holders of more than 5% of any class of our capital stock at the time of the transactions in issue, or any immediate family member of or person sharing the household with any of these individuals, had or will have a direct or indirect material interest.

~~(a)~~For additional ~~The~~information ~~following~~see ~~documents~~“NOTE ~~are~~5 ~~filed~~– asTransactions awith ~~part~~Related Persons”, under Item 8 of this ~~Form~~Annual ~~10-K:~~Report.

~~1. Financial Statements~~Director Independence

~~The~~Please refer ~~following~~to ~~financial~~“Director ~~statements~~Independence” ~~are~~under ~~included~~the insection ~~Part~~titled ~~II,~~“CORPORATE ~~Item~~GOVERNANCE” 8in of“ITEM 10. ~~this~~DIRECTORS, EXECUTIVE ~~Form~~OFFICERS ~~10-K:~~AND CORPORATE GOVERNANCE.”

~~● Report of Independent Registered Public Accounting Firm;~~17

~~● Balance~~ITEM 14. PRINCIPAL ~~Sheets~~ACCOUNTING asFEES ofAND ~~June 30, 2021 and 2020;~~SERVICES

~~● Statements~~Independent Public ~~of Operations for the years ended June 30, 2021 and 2020;~~Accountants

~~● Statements~~BFBorgers CPA ofPC ~~Stockholders’~~currently ~~Deficit~~serves as our independent registered public accounting firm to audit our financial statements for the ~~years~~fiscal ~~ended~~year ended June 30, ~~2021~~2022 and ~~2020;~~2021. To the knowledge of management, neither such firm nor any of its members has any direct or material indirect financial interest in us or any connection with us in any capacity otherwise than as independent accountants.

~~● Statements~~Our Board, in its discretion, may direct the appointment of ~~Cash~~different ~~Flows~~public ~~for~~accountants at any time during the ~~years~~year, ~~ended~~if ~~June~~the 30Board believes that a change would be in the best interests of the stockholders. The Board has considered the audit fees, ~~2021~~audit-related fees, tax fees and ~~2020;~~other fees paid to our auditors, as disclosed below, and has determined that the payment of such fees is compatible with maintaining the independence of the accountants.

~~● Notes~~Principle Accounting toFees ~~Financial~~and ~~Statements~~Services

~~2. Exhibits~~Audit Fees

~~The~~We have ~~exhibits~~incurred ~~listed~~fees intotalling ~~the~~$57,300 ~~Exhibit~~and ~~Index~~$43,200 ~~which~~for ~~appears~~professional ~~immediately~~services ~~following~~related to the ~~signature~~audit ~~page,~~of ~~are~~our ~~incorporated~~financial ~~herein~~statements byfor ~~reference,~~the ~~and~~fiscal years ~~are~~ended ~~filed~~June 30, as2022 ~~part~~and of2021, ~~this Form 10-K~~respectively.

~~3. Financial Statement Schedules~~Audit-Related Fees

Financial statement schedules are omitted because they are not required or are not applicable, or the required information is provided in the consolidated financial statements or notes described in Item 15(a)(1) aboveNone.

44Tax Fees

~~SIGNATURES~~The Company did not pay an outside accountant to prepare tax returns for the year ended June 30, 2022 and 2021.

Pursuant to the requirements of Sections 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.18

~~Global WholeHealth Partners Corporation~~PART IV

~~(Registrant)~~ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

~~September~~(a) The ~~27,~~following ~~2021~~ documents are filed as a part of this Form 10-K:

~~By:~~1. Financial ~~/s/ Charles Strongo~~Statements

~~Charles~~The following ~~Strongo~~financial statements are included in Part II, Item 8 of this Form 10-K:

~~Chief~~● ~~Executive~~Report ~~Officer,~~of ~~Treasurer, Secretary~~Independent ~~and~~Registered ~~Chairman~~Public Accounting Firm;

~~(Principal~~● ~~Executive~~Balance ~~Officer~~Sheets ~~and~~as ~~Principal~~of ~~Financial~~June ~~Officer)~~30, 2022 and 2021;

~~Pursuant~~● toStatements ~~the~~of ~~requirements~~Operations offor the ~~Securities~~years ~~Exchange~~ended ~~Act~~June ~~of 1934~~30, ~~this~~2022 ~~report has been signed below by the following persons on behalf of the registrant~~ and ~~in capacities and on the dates indicated.~~2021;

Signature	Title	Date
/s/ Charles StrongoCharles Strongo	Chief Executive Officer and Director(Principal Executive Officer)	September 27, 2021
/s/ Rene AlvarezRene Alvarez	Chief Operating Officer, President and Director	September 27, 2021
/s/ Dr. Shuijie CuiDr. Shuijie Cui	Chief Science Officer and Director	September 27, 2021
/s/ Dr. Scott FordDr. Scott Ford	Director	September 27, 2021
/s/ Wolfgang Groeters Wolfgang Groeters	Director	September 27, 2021
/s/ Dr. Miriam Lisbeth Paez De La Cerda Dr. Miriam Lisbeth Paez De La Cerda	Director	September 27, 2021

●

Statements of Stockholders’ Deficit for the years ended June 30, 2022 and 2021;

45● Statements of Cash Flows for the years ended June 30, 2022 and 2021; and

~~Exhibit~~● ~~Index~~Notes to Financial Statements

Exhibit No	Description of Exhibit
2.1	Notice of Entry of Order, Eight Judicial District Court, Clark County, Nevada, Case No.: A-19-787038-P (Incorporated by reference to the Form 10 filed on December 19, 2019)
3.1	Articles of Incorporation (Incorporated by reference to Form S-1 filed on January 28, 2014)
3.2	By-Laws (Incorporated by reference to Form S-1 filed on January 28, 2014)
3.3	Certificate of Change dated May 9, 2019 (Incorporated by reference to Form 10 filed on December 19, 2019)
3.4	Certificate of Amendment dated May 9, 2019 (Incorporated by reference to Form 10 filed on December 19, 2019)
3.5	Certificate of Change dated August 30, 2019 (Incorporated by reference to Form 10 filed on December 19, 2019)
4.1	Stock Purchase and Sale Agreement between the Company and Lionsgate Funding Group, LLC dated May 23, 2019 (Incorporated by reference to Form 10 filed on December 19, 2019)
4.2	Media and Marketing Services Agreement between Global WholeHealth Partners Corp and Empire Associates, Inc. dated August 18, 2020 (Incorporated by reference to the Form 8-K filed on August 21, 2020)
4.3	Form of Common Stock Purchase Agreement between Global WholeHealth Partners Corp and EMC2 Capital, LLC dated July 22, 2020 (Incorporated by reference to the Form 8-K filed on July 23, 2020)
4.4	Form of Common Stock Purchase Warrant between Global WholeHealth Partners Corp and EMC2 Capital, LLC dated July 22, 2020 (Incorporated by reference to the Form 8-K filed on July 23, 2020)
4.5	Registration Rights Agreement between Global WholeHealth Partners Corp and EMC2 Capital, LLC dated July 22, 2020 (Incorporated by reference to the Form 8-K filed on July 23, 2020)
4.6	Form of Stock Purchase Agreement between Global WholeHealth Partners Corp and Geneva Roth Remark Holdings, Inc. dated July 13, 2020 (Incorporated by reference to the Form 10-K filed on September 28, 2020)
4.7	Form of Convertible Promissory Note between Global WholeHealth Partners Corp and Geneva Roth Remark Holdings, Inc. dated July 13, 2020 (Incorporated by reference to the Form 10-K filed on September 28, 2020)
4.8	Form of Stock Purchase Agreement between Global WholeHealth Partners Corp and Geneva Roth Remark Holdings, Inc. dated August 3, 2020 (Incorporated by reference to the Form 10-K filed on September 28, 2020)
4.9	Form of Convertible Promissory Note between Global WholeHealth Partners Corp and Geneva Roth Remark Holdings, Inc. dated August 3, 2020 (Incorporated by reference to the Form 10-K filed on September 28, 2020)
4.10	Form of Stock Purchase Agreement between Global WholeHealth Partners Corp and Geneva Roth Remark Holdings, Inc. dated April 26, 2021 (Incorporated by reference to Form 10-Q filed on May 24, 2021)
4.11	Form of Common Stock Purchase Warrant between Global WholeHealth Partners Corp and Geneva Roth Remark Holdings, Inc. dated April 26, 2021 (Incorporated by reference to Form 10-Q filed on May 24, 2021)
4.12*	Form of Securities Purchase Agreement between Global WholeHealth Partners Corp and Firstfire Global Opportunities Fund, LLC dated June 18, 2021.
4.13*	Form of Senior Secured Convertible Promissory Note between Global WholeHealth Partners Corp and Firstfire Global Opportunities Fund, LLC dated June 18, 2021.
4.14*	Form of Security Agreement between Global WholeHealth Partners Corp and Firstfire Global Opportunities Fund, LLC dated June 18, 2021.
4.15*	Form of Common Stock Purchase Warrant issued to by Global WholeHealth Partners Corp to Firstfire Global Opportunities Fund, LLC dated June 18, 2021.
10.1	Distribution Agreement and Letter of Exclusivity (Incorporated by reference to Form 10 filed on March 20, 2020)
10.2	Form of Promissory Note between LionsGate Funding Group LLC and Global WholeHealth Partners Corp. dated March 29, 2020 (Incorporated by reference to the Form 10-Q filed on May 7, 2020)
10.3	Form of convertible promissory Note dated April 18, 2020 (Incorporated by reference to the Form 10-K filed on September 28, 2020)
10.4	Licensing Agreement with Charles Strongo dated January 12, 2021 (Incorporated by reference to the Form 8-K filed on January 21, 2021)
10.5	Loan Agreement and Promissory Note between LionsGate Funding Group LLC and Global WholeHealth Partners Corp. dated January 27, 2021 (Incorporated by reference to the Form 10-Q filed February 16, 2021)
10.6	License Agreement with Charles Strongo dated March 21, 2021 (Incorporated by reference to Form 10-Q filed on May 24, 2021)
10.7	Mutual Sales and Marketing Agreement dated April 12, 2021 (Incorporated by reference to the Form 8-K filed on April 19, 2021)
10.8	Form of Promissory Note between Global WholeHealth Partners Corp and Geneva Roth Remark Holdings, Inc. dated April 26, 2021 (Incorporated by reference to Form 10-Q filed on May 24, 2021)
10.9	Partnership Joint Venture Philippines Agreement dated May 19, 2021 (Incorporated by reference to Form 8-K filed on May 21, 2021)
10.10*	Media and Marketing Services Agreement between Global WholeHealth Partners Corp and LinosGate Funding Mangement LLC dated July 18, 2021
99.1	Acknowledgement Letter from the FDA dated March 15, 2020 (Incorporated by reference to the Form 10-Q filed on May 7, 2020)
99.2	Acknowledgement Letter from the FDA dated April 6, 2020 (Incorporated by reference to the Form 8-K filed on April 10, 2020)
31.1	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension - Schema Document
101.CAL	XBRL Taxonomy Extension - Calculation Linkbase Document*
101.DEF	XBRL Taxonomy Extension - Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension - Label Linkbase Document
101.PRE	XBRL Taxonomy Extension - Presentation Linkbase Document
104	Cover page formatted as Inline XBRL and contained in Exhibit 101

2. Exhibits

*FiledThe exhibits ~~herewith~~listed in the Exhibit Index, which appears immediately following the signature page, are incorporated herein by reference, and are filed as part of this Form 10-K.

§3. Financial ~~Management~~Statement ~~contract or compensatory plan.~~Schedules

46Financial statement schedules are omitted because they are not required or are not applicable, or the required information is provided in the consolidated financial statements or notes described in Item 15(a)(1) above.

SIGNATURES

	Global WholeHealth Partners Corporation (Registrant)

October 13, 2022	By:	/s/ Rene Alvarez
		Rene Alvarez
		Chief Executive Officer, Treasurer, Secretary and Chairman
		(Principal Executive Officer and Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in capacities and on the dates indicated.

Signature	Title	Date

/s/ Rene Alvarez	Chief Executive Officer, Treasurer,	October 13, 2022
Rene Alvarez	Secretary and Chairman
	(Principal Executive Officer and
	Principal Financial Officer)

/s/ Edgar B. Gonzalez	Executive Vice President and Director	October 13, 2022
Edgar B. Gonzalez

Exhibit Index

Exhibit No.		Description of Exhibit
2.1		Notice of Entry of Order, Eight Judicial District Court, Clark County, Nevada, Case No.: A-19-787038- P (Incorporated by reference to the Form 10 filed on December 19, 2019)

3.1		Articles of Incorporation (Incorporated by reference to Form S-1 filed on January 28, 2014)

3.2		By-Laws (Incorporated by reference to Form S-1 filed on January 28, 2014)

3.3		Certificate of Change to affect the 1:500 reverse stock dated May 9, 2019 (Incorporated by reference to Form 10 filed on December 19, 2019)

3.4		Certificate of Amendment to Articles of Incorporation dated May 9, 2019 changing the name of the Company to Global WholeHealth Partners Corporation(Incorporated by reference to the Form 10 filed on December 19, 2019)

3.5		Certificate of Change dated August 30, 2019 increasing authorized common stock from 60 million to 400 million (Incorporated by reference to Form 10 filed on December 19, 2019)

4.1		Stock Purchase and Sale Agreement between the Company and Lionsgate Funding Group, LLC dated May 23, 2019 (Incorporated by reference to Form 10 filed on December 19, 2019)

4.2		Media and Marketing Services Agreement between Global WholeHealth Partners Corp and Empire Associates, Inc. dated August 18, 2020 (Incorporated by reference to the Form 8-K filed on August 21, 2020)

4.3		Form of Common Stock Purchase Agreement between Global WholeHealth Partners Corp and EMC2 Capital, LLC dated July 22, 2020 (Incorporated by reference to the Form 8-K filed on July 23, 2020)

4.4		Form of Common Stock Purchase Warrant between Global WholeHealth Partners Corp and EMC2 Capital, LLC dated July 22, 2020 (Incorporated by reference to the Form 8-K filed on July 23, 2020)

4.5		Registration Rights Agreement between Global WholeHealth Partners Corp and EMC2 Capital, LLC dated July 22, 2020 (Incorporated by reference to the Form 8-K filed on July 23, 2020)

4.6		Form of Stock Purchase Agreement between Global WholeHealth Partners Corp and Geneva Roth Remark Holdings, Inc. dated July 13, 2020 (Incorporated by reference to Form 10-K filed on September 28, 2020)

4.7		Form of Convertible Promissory Note between Global WholeHealth Partners Corp and Geneva Roth Remark Holdings, Inc. dated July 13, 2020 (Incorporated by reference to Form 10-K filed on September 28, 2020)

4.8		Form of Stock Purchase Agreement between Global WholeHealth Partners Corp and Geneva Roth Remark Holdings, Inc. dated August 3, 2020 (Incorporated by reference to Form 10-K filed on September 28, 2020)

4.9		Form of Convertible Promissory Note between Global WholeHealth Partners Corp and Geneva Roth Remark Holdings, Inc. dated August 3, 2020 (Incorporated by reference to Form 10-K filed on September 28, 2020)

4.10		Form of Stock Purchase Agreement between Global WholeHealth Partners Corp and Geneva Roth Remark Holdings, Inc. dated April 26, 2021 (Incorporated by reference to Form 10-Q filed on May 24, 2021)

4.11		Form of Common Stock Purchase Warrant between Global WholeHealth Partners Corp and Geneva Roth Remark Holdings, Inc. dated April 26, 2021 (Incorporated by reference to Form 10-Q filed on May 24, 2021)

4.12		Form of Securities Purchase Agreement between Global WholeHealth Partners Corp and Firstfire Global Opportunities Fund, LLC dated June 18, 2021 (Incorporated by reference to Form 10-K filed on September 27, 2021).

4.13		Form of Senior Secured Convertible Promissory Note between Global WholeHealth Partners Corp and Firstfire Global Opportunities Fund, LLC dated June 18, 2021(Incorporated by reference to Form 10-K filed on September 27, 2021).

4.14		Form of Security Agreement between Global WholeHealth Partners Corp and Firstfire Global Opportunities Fund, LLC dated June 18, 2021(Incorporated by reference to Form 10-K filed on September 27, 2021).

4.15		Form of Common Stock Purchase Warrant issued to by Global WholeHealth Partners Corp to Firstfire Global Opportunities Fund, LLC dated June 18, 2021(Incorporated by reference to Form 10-K filed on September 27, 2021).

4.16		Form of Securities Purchase Agreement between Global WholeHealth Partners Corp and Firstfire Global Opportunities Fund, LLC dated August 27, 2021. (Incorporated by reference to Form 10-Q filed on November 5, 2021)

4.17		Form of Senior Secured Convertible Promissory Note between Global WholeHealth Partners Corp and Firstfire Global Opportunities Fund, LLC dated August 27, 2021. (Incorporated by reference to Form 10-Q filed on November 5, 2021)

4.18		Form of Common Stock Purchase Warrant issued to by Global WholeHealth Partners Corp to Firstfire Global Opportunities Fund, LLC dated August 27, 2021. (Incorporated by reference to Form 10-Q filed on November 5, 2021)

4.19		Form of Registration Rights Agreement between Global WholeHealth Partners Corp and Firstfire Global Opportunities Fund, LLC dated August 27, 2021. (Incorporated by reference to Form 10-Q filed on November 5, 2021)

10.1		Distribution Agreement and Letter of Exclusivity (Incorporated by reference to Form 10 filed on March 20, 2020)

10.2		Form of Promissory Note between LionsGate Funding Group LLC and Global WholeHealth Partners Corp. dated March 29, 2020 (Incorporated by reference to the Form 10-Q filed on May 7, 2020)

10.3		Form of convertible promissory Note dated April 18, 2020 (Incorporated by reference to Form 10-K filed on September 28, 2020)

10.4		Licensing Agreement with Charles Strongo dated January 12, 2021 (Incorporated by reference to the Form 8-K filed on January 21, 2021)

10.5		Loan Agreement and Promissory Note between LionsGate Funding Group LLC and Global WholeHealth Partners Corp. dated January 27, 2021 (Incorporated by reference to the Form 10-Q filed February 16, 2021)

10.6		License Agreement with Charles Strongo dated March 21, 2021 (Incorporated by reference to Form 10-Q filed on May 24, 2021)

10.7		Mutual Sales and Marketing Agreement dated April 12, 2021 (Incorporated by reference to the Form 8-K filed on April 19, 2021)

10.8		Form of Promissory Note between Global WholeHealth Partners Corp and Geneva Roth Remark Holdings, Inc. dated April 26, 2021 (Incorporated by reference to Form 10-Q filed on May 24, 2021)

10.9		Media and Marketing Services Agreement between Global WholeHealth Partners Corp and LionsGate Funding Mangement LLC dated July 18, 2021 (Incorporated by reference to Form 10-K filed on September 27, 2021)

10.10		Standard Multi-Tenant Office Lease-Net dated September 14, 2021 (Incorporated by reference to Form 10-Q filed on November 5, 2021)

10.11		Memorandum of Understanding dated September 15, 2021 between Global WholeHealth Partners, Avant Gen, Inc. and Pan Probe Biotech (Incorporated by reference to Form 8-K filed on September 21, 2021)

10.12*		Form of Securities Purchase Agreement between Global WholeHealth Partners Corp and 1800 Diagonal Lending LLC dated July 21, 2022.

10.13*		Form of Convertible Promissory Note between Global WholeHealth Partners Corp and 1800 Diagonal Lending LLC dated July 21, 2022.

10.14*		Form of Securities Purchase Agreement between Global WholeHealth Partners Corp and Coventry Enterprises, LLC dated July 27, 2022.

10.15*		Form of Convertible Promissory Note between Global WholeHealth Partners Corp and Coventry Enterprises, LLC dated July 27, 2022.

99.1		Acknowledgement Letter from the FDA dated March 15, 2020 (Incorporated by reference to the Form 10-Q filed on May 7, 2020)

99.2		Acknowledgement Letter from the FDA dated April 6, 2020 (Incorporated by reference to the Form 8-K filed on April 10, 2020)

31.1		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

32.1		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

101.INS		XBRL Instance Document**
101.SCH		XBRL Taxonomy Extension - Schema Document**
101.CAL		XBRL Taxonomy Extension - Calculation Linkbase Document**
101.DEF		XBRL Taxonomy Extension - Definition Linkbase Document**
101.LAB		XBRL Taxonomy Extension - Label Linkbase Document**
101.PRE		XBRL Taxonomy Extension - Presentation Linkbase Document**

Filed herewith.

Management contract or compensatory plan.

Furnished herewith. XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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