Annual Report (10-k)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

   

(Mark One)
ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended August 31, 2016
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number 333-135027

 

WHOLEHEALTH PRODUCTS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		98-0489324
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
3800 Howard Hughes Pkwy.
Las Vegas, Nevada		89169
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code:  (702)-262-6899

 

  Securities registered pursuant to Section 12(b) of the Act:

NONE

 

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $.001 par value

Preferred Stock Purchase Rights

(Title of Class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes     o     No    ý

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes     o     No    ý

 

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     ý     No    o

1

  Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the 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. o

 

Indicate by check mark whether the registrant is large accelerated filer, and accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated  filer   o	Accelerated filer    o
Non-accelerated filer    o	Smaller reporting company    x

The aggregate market value of the shares of Common Stock held by non-affiliates of the Company, based upon the closing price of the Common Stock on February 29, 2016 as reported on the Nasdaq National Market, was approximately $30,000,000. Shares of Common Stock held by each executive officer and director and by each person who owned 10% or more of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. The determination of who was a 10% stockholder and the number of shares held by such person is based on Schedule 13G filings with the Securities and Exchange Commission, or SEC, as of February 29, 2016.

 

As of August 31, 2016, there were 331,953,592 shares of the Registrant’s Common Stock outstanding.

 

 

 

2

 

WHOLEHEALTH PRODUCTS, INC.

 

FORM 10-K

 

INDEX

 

Item Number and Caption		Page
PART I
Item 1.	Description of Business	4
Item 1A.	Risk Factors	5
Item 1B.	Unresolved Staff Comments	8
Item 2.	Description of Property	8
Item 3.	Legal Proceedings	8
Item 4.	Mine Safety Disclosure	8
PART II
Item 5.	Market for Common Equity and Related Stockholder Matters	9
Item 6.	Selected Financial Data	9
Item 7.	Management’s Discussion and Analysis or Plan of Operations	9
Item 7A.	Quantitative and Qualitative Disclosure About Market Risk	10
Item 8.	Financial Statements	10
Item 9AT.	Controls and Procedures	10
Item 9B.	Other Information	12
PART III
Item 10.	Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act	15
Item 11.	Executive Compensation	15
Item 12.	Security Ownership of Certain Beneficial Owners and Management	15
Item 13.	Certain Relationships and Related Transactions	16
Item 15.	Exhibits and Reports on Form 8-K	16

 

 

3

 

NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

The Annual Report on Form 10-K contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are based on Wholehealth Products, Inc.’s current expectations, assumptions, estimates and projections about its business and industry. Words such as “believe,” “expect,” “intend,” “plan,” “may” and other similar expressions identify forward-looking statements. In addition, any statements referring to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those stated in the forward-looking statements. Investors should further understand these forward-looking statements are based on the limited knowledge currently available to everyone concerned. Since many assumptions herein are likely to vary from what will actually occur, investors should treat all forward-looking statements only as illustrations based upon the assumptions and not as the operating results of Wholehealth Products, Inc. Therefore, investors are cautioned not to place undue reliance on forward-looking statements, which relate only to the beliefs, expectations or intentions as of the date on which the statements are made. Wholehealth Products, Inc. undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances arising after the date hereof. Thus, investors should refer to and carefully review information in future documents Wholehealth Products, Inc. files with the Securities and Exchange Commission.

 

PART I

 

ITEM 1. BUSINESS

 

Corporate History

 

Wholehealth Products, Inc. formerly Gulf Western Petroleum Corporation (the Company) was incorporated on February 21, 2006 in the State of Nevada as Georgia Exploration, Inc. The name was originally changed on March 8, 2007 and recently in July 2012 to WholeHealth Products, Inc. The Company was engaged in the acquisition, exploration and development of oil and natural gas reserves in the United States.

 

General Overview

 

The Company today is in the business of developing, manufacturing and marketing in vitro diagnostic (IVD) tests for over-the-counter (OTC or consumer) and point-of-care (POC or professional) use markets. The Company currently manufactures and markets a range of diagnostic test kits for consumer use through over-the-counter (OTC) sales, and for use by health professionals, generally located at medical clinics, physician offices and hospitals known as Points-of-Care (POC), in the United States. These test kits are known as in vitro diagnostic test kits or “IVD” products.

 

Research and Development

 

Our business plan is focused on expanding in the medical field but we do not anticipate that we will expend any significant funds on research and development.

 

Purchase of Significant Equipment

 

We do not intend to purchase any significant equipment over the next twelve months, other than in the ordinary course of business.

 

Employees

 

We currently have four full-time and part-time employees. We generally utilize short term contractors, consultants and professional service providers, as necessary. Our directors and officers provide services on a month to month basis pursuant to contractual and oral arrangements, and have signed both employment and consulting agreements covering their activities. We do not expect any material changes in the number of employees over the next twelve months subject to business conditions and activity. We expect to utilize contractors and consultants as needed to meet our staffing needs, and will continue to periodically evaluate costs and benefits of staffing our resource requirements externally or internally. We expect the level of success of our business will drive the timing and level of employees that we may retain in the future.

 

4

 

Going Concern

 

Our financial statements have been prepared assuming we will continue as a going concern. We are in our development stage and, accordingly, have several capital initiatives but no revenues. We have raised limited financing and have incurred operating losses since our inception. These factors raise substantial doubt about our ability to continue as a going concern, and our ability to achieve and maintain profitability and positive cash flows are dependent on our ability to secure sufficient financing to fund our business activities. We are actively pursuing financing options which we believe would allow us to continue to expand our business opportunities. There are no assurances that we will be able to obtain additional financing from investors or private lenders and, if available, such financing may not be on commercial terms acceptable to us or our stockholders. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. We intend to raise financing sufficient to fund our capital expenditure and working capital requirements for the next twelve months principally through private placements and possibly public offerings.

 

ITEM 1A. RISK FACTORS

 

You should carefully consider these factors that may affect future results, together with all of the other information included in this Form 10-K, in evaluating the business and the Company. The risks and uncertainties described below are those that the Company currently believes may materially affect its business and results of operation. Additional risks and uncertainties that the Company is unaware of or that it currently deems immaterial also may become important factors that affect its business and result of operations. The Company’s common shares involve a high degree of risk and should be purchased only by investors who can afford a loss of their entire investment. Prospective investors should carefully consider the following risk factors concerning the Company’s business before making an investment.

 

In addition, you should carefully consider these risks when you read “forward-looking” statements elsewhere in this Form 10-K. These are statements that relate to the Company’s expectations for future events and time periods. Generally, the words “anticipate,” “expect,” “intends,” and similar expressions identify forward-looking statements. Forward-looking statements involve risks and uncertainties, and future events and circumstances could differ significantly from those anticipated in the forward-looking statements.

 

Early Revenue Stage Company: Generation of Revenues

 

The Company is an early revenue stage company and an investor cannot readily determine if the Company will become profitable. The Company is likely to continue to experience financial difficulties during this early revenue stage and beyond. The Company may be unable to operate profitably, even if it generates additional revenues. The Company may not obtain the necessary working capital to continue developing and marketing its products. Furthermore, the present products may not receive sufficient interest to generate revenues or achieve profitability.

 

Need for Future Capital: Long-Term Viability of Company

 

The Company will need additional capital to continue its operations.

 

There can be no assurance that the Company will generate revenues from present operations of obtain sufficient capital on acceptable terms, if at all. Failure to obtain such capital or generate such operating revenues would have an adverse impact on the Company’s financial position, operations and ability to continue as a going concern. The Company’s operating and capital requirements during the next fiscal year and thereafter will vary based on a number of factors, including the level of sales and marketing activities for its services and products. There can be no assurance that additional private or public financing, including debt or equity financing may be dilutive to stockholders present ownership levels and such additional equity securities may have rights, preferences, or privileges that are senior to those of the Company’s existing common stock.

 

5

Furthermore, debt financing, if available, may require payment of interest and potentially involve restrictive covenants that could impose limitations on the flexibility of the Company to operate. The Company’s difficulty or failure to successfully obtain additional financing may jeopardize its ability to continue the business and its operations.

 

Unpredictability of Future Revenues: Potential Fluctuation in Operating Results

 

As a result of the Company’s limited operating history; the Company is currently unable to accurately forecast its revenues. Current and future expense levels are based largely on the Company’s marketing and development plans and estimates of future revenue. Sales and operating results generally depend on the volume and timing of orders and on the Company’s ability to fulfill such orders, both of which are difficult to forecast. The Company may be unable to adjust spending in a timely manner to compensate for any unexpected revenue shortfall. Accordingly, any significant shortfall in revenues in relation to planned expenditures could have an adverse response to changes in the competitive environment, the Company may from time to time make certain pricing, service or marketing decisions that could have a material adverse effect on its business, prospects, financial condition and results of operations.

 

Flaws and Defects in Products

 

Products offered by the Company may contain undetected flaws or defects when first introduced or as new versions are released. Any inaccuracy or defects may result in adverse product reviews and a loss or delay in market acceptance. There can be no assurance that flaws or defects will not be found in the Company’s products. Flaws and defects, if found, could have a materially adverse effect upon the business operations and financial condition of the Company. Marketing of any of the Company’s potential products may expose the Company to liability claims resulting from the use of the Company’s products. These claims might be made by consumers, health care providers, sellers of the Company’s products or others. A claim, particularly resulting from a clinical trial, or a product recall could harm the Company’s business, results of operations, financial condition, cash flow and future prospects.

 

Stock Price Volatility

 

The market price of the Company’s stock has fluctuated in the past and may continue to fluctuate in the future. The Company believes such fluctuations will continue as a result of many factors, including US and World markets, financing plans, future announcements concerning the Company, the Company’s competitors, principal customers regarding financial results or expectations, industry supply or demand dynamics, new product introductions, governmental regulations, the commencement or results of litigation or changes in earnings estimates by analysts. In addition, in recent years the stock market has experienced significant price and volume fluctuations often for reasons outside the control of the particular companies. These fluctuations as well as general economic, political and market conditions may have an adverse affect on the market price of the Company’s common stock.

 

Worldwide Economic Conditions

 

The Company’s financial performance depends significantly on worldwide economic conditions and the related impact on levels of consumer spending, which has recently deteriorated significantly in many countries and regions, including the U.S., and may remain depressed for the foreseeable future. Demand for the Company’s products may be adversely affected by negative macroeconomic factors affecting consumer spending. Substantial tightening of consumer credit, low consumer liquidity, and extreme volatility in credit and equity markets have weakened consumer confidence and decreased consumer spending. These and other economic factors can reduce demand for the Company’s products and harm the Company’s business, financial condition and results of operations, and to the extent such economic conditions continue, they could cause further harm to the Company’s business, financial condition and operations.

 

6

 

Dependence on Sales through Retailers and Distributors

 

The Company’s business that depends significantly upon sales through retailers and distributors may be affected if the Company’s retailers and distributors are not successful. As a result, the Company could experience reduced sales, substantial product returns or increased price protection, any of which would negatively impact the Company’s business, financial condition and results of operations. A significant portion of the Company’s sales are made through retailers, either directly or through distributors. If the Company’s retailers and distributors are not successful, due to weak consumer retail demand caused by the current worldwide economic downturn, decline in consumer confidence, or other factors, the Company could continue to experience reduced sales as well as substantial product returns or price protection claims, which could harm the Company’s business, financial condition and operations.

 

Limited Management Personnel

 

Under the Company’s business plan, significant and material matters of business must be conducted and concluded in a timely fashion. The execution of the Company’s business plan places a significant strain on the Company’s management while providing little or no immediate compensation.

 

There can be no assurance that the Company’s planned personnel, systems, procedures and controls will be adequate to support its future operations, management will be able to hire, train, retain, motivate and manage personnel or that its management will be able to successfully identify, manage and exploit existing and potential market opportunities. If the Company is unable to manage growth effectively, the Company’s business, prospects, financial condition, results and operations could be adversely affected.

 

Competition

 

The market in which Wholehealth Products, Inc. competes is highly competitive, and the Company has no assurance that it will be able to compete effectively, especially against established industry competitors with significantly greater financial resources. The Company expects it may face competition from a few competitors with potentially greater financial resources, well-established brand names and large, pre-existing customer base.

 

Dependence on Management

 

The Company’s performance will be substantially dependent on the continued services and on the performance of the current senior management and other key personnel of the Company. The Company’s performance will also depend on the Company’s ability to retain and motivate its other officers and key employees. The Company’s inability to retain its executive officers or other key employees could have a material adverse effect on the Company’s business, prospects, financial condition and results of operations. The Company’s future success depends to a great extent on its ability to identify, attract, hire, train, retain and motivate other highly skilled technical, managerial, merchandising, marketing and customer service personnel. Competition for such personnel can be intense and there is no assurance the Company will be able to successfully attract, assimilate and retain sufficiently qualified personnel. The failure to retain and attract the necessary technical and managerial personnel could have a material adverse effect on the Company’s business, prospects, financial condition and results of operations.

 

Development of Brand Awareness

 

For certain market segments that the Company plans to pursue, the development of its brand awareness is essential for it to reduce its marketing expenditures over time and realize greater benefits from marketing expenditures. If the Company’s brand-marketing efforts are unsuccessful, growth prospects, financial condition and results of operations would be adversely affected. Wholehealth Products, Inc. brand awareness efforts have required, and will most likely continue to require additional expenditures.

 

Intellectual Property Protection: Uncertainty of Protection of Proprietary Rights

 

Wholehealth Products, Inc. currently relies on a combination of patents, trademarks, trade secret protection, non-disclosure agreements and licensing arrangements to establish and protect its proprietary rights. Despite efforts to safeguard and maintain the Company’s proprietary rights, there can be no assurance the Company will be successful in doing so or its competitors will not independently develop products substantially equivalent or superior.

 

7

The Company also relies on trade secrets and proprietary know-how, which the Company seeks to protect by confidentiality and non-disclosure agreements with its employees, consultants, and third parties. There can be no assurance that these agreements will not be breached, that the Company will have adequate remedies for any breach, or that certain of the Company’s trade secrets and proprietary know-how will not otherwise become known or be discovered by competitors.

 

Protecting or defending the Company’s IP rights, to protect trade secrets, to determine the validity and scope of the proprietary rights of others, or to defend against claims of infringement or invalidity may require litigation. Such litigation, whether successful or unsuccessful, could result in substantial costs and diversions of management resources, either of which could have a materially adverse effect on the Company’s business, prospects, financial condition or operating results.

 

Availability and Coverage of Insurance

 

For certain risks, the Company does not maintain insurance coverage because of cost and/or availability. Because the Company retains some portion of its insurable risks, and in some cases self-insures completely, unforeseen or catastrophic losses in excess of insured limits could have a material adverse effect on the Company’s financial condition and operating results.

 

Penny Stock Regulation

 

The Company’s securities sold as part of financing provided to the Company may be subject to “penny stock rules” that impose additional sales requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors, the latter of which are generally people with assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly. For transactions covered by these rules, the Company and/or broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the “penny stock rules” require the delivery, prior to the transaction, of a disclosure schedule prescribed by the Securities and Exchange Commission relating to the penny stock market. The broker-dealer must also disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information on the limited market in penny stocks. Consequently, the “penny stock rules” may restrict the ability of broker-dealers to sell the Company’s securities. The foregoing required penny stock restrictions will not apply to the Company’s common stock if such securities maintain a market price of $5.00 or greater. Therefore the challenge for the Company is that the market price of the Company’s common stock may not reach or remain at such a level.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

None

 

ITEM 2. PROPERTIES

 

The Company is located in Anaheim Hills, California.

 

ITEM 3. LEGAL PROCEEDINGS

 

None

 

ITEM 4. MINING SAFETY DISCLOSURES

 

None

 

PART II

 

8

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES.

 

Shares of the Company’s common stock are quoted on the OTC Markets (www.otcmarkets.com) via the trading symbol “GWPC.”

 

The following table sets forth the high and low bid prices for the Company’s shares for each quarter during the two fiscal years ended August 31, 2015 and 2014. The prices reflect inter-dealer prices, without retail mark-up, mark-down or commission and are not intended to represent actual transactions.

 

	Date		Bid Price
	FY 2015	HIGH		LOW
First Quarter		.00		.00
Second Quarter		.00		.00
Third Quarter		.00		.00
Fourth Quarter		.00		.00
	FY 2014	HIGH		LOW
First Quarter		.28		.03
Second Quarter		.05		.00
Third Quarter		.01		.00
Fourth Quarter		.02		.00

 

As of August 31, 2016, the market price of the Company’s common stock was .005 per share.

 

As of August 31, 2016, there were 331,953,592 issued and outstanding shares of common stock held by an estimated 211 holders of record.

 

DIVIDEND POLICY. The Company has not paid and does not plan to pay cash dividends at this time.

 

ISSUER PURCHASE OF EQUITY SECURITIES. The Company did not repurchase any of its securities during the year ended August 31, 2016.

 

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS. The Company currently does not maintain any equity compensation plans.

 

ITEM 6. SELECT FINANCIAL DATA

 

Not applicable.

  

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

REVENUES

 

9

Total revenue was $0 for the year ended August 31, 2016 and 2015.

 

RESEARCH AND DEVELOPMENT

 

There were no research and development cost during the fiscal year ended August 31, 2016 and August 31, 2015.

 

Investor Relations

For the twelve month period ended August 31, 2016 investor relation costs were $2,972,851 compared to $1,970,058 for the preceding twelve month period ended August 31, 2015 an increase of $1,002,793. The reason for the increase was the fact that the company issued more shares for services to increase market awareness of the company.

Consulting Expenses

For the twelve month period ended August 31, 2016 the Company incurred $167,832 consulting fees as opposed to the twelve months ended August 31, 2015 in which $59,499 was incurred, an increase of $108,333. The increase was due to the Company employing outside services in the period to implement their product.

General and Administrative Expenses

General and Administrative costs for the twelve months was $15,128 compared to $512,006 for the period ended August 31, 2015, a reduction of $496,878. The main areas of reduction was officer accrued consulting fees which decreased $117,915 as the Company directors ceased accruing salary and professional fees decreased by $55,257 as the Company decreased its reliance on outside professionals.

Net Loss

During the nine months ended August 31, 2016 compared to 2015 the Company lost $3,189,063 as compared to $2,593,668, a reduction of $595,395. The lost was predominately caused by stock for services expense for investor relations.

Liquidity and Capital Resources

As of August 31, 2016, the Company had a deficiency in working capital of $1,257,886, with no cash or assets which was an increase in the period from $1,042,674 or $214,212.

OFF-BALANCE SHEET ARRANGEMENTS

 

The Company has no off-balance sheet arrangements, special purpose entities, financing partnerships or guarantees.

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

The financial statements of the Company and supplementary data are included beginning immediately before the signature page to this report.

 

 

ITEM 9A. CONTROLS AND PROCEDURES

 

10

The Company’s upper Management, including the Chief Executive, Chief Financial, and Chief Operating Officers, as of the end of the period covered by this Annual Report on Form 10-K, have concluded our disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934) were not effective as described in the act, although efforts were made to do so and to ensure information required to be disclosed in reports we file or submit under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. As we continue to expand, we aim to become effective in the areas of disclosure controls and procedures in order to move the Company forward successfully.

 

Management, including the Chief Executive Officer, Chief Financial Officer and Chief Operating Officer, do not expect its present disclosure controls and procedures nor will its internal controls allow nor prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance the objectives of the control system are met. Further, the design of a control system must reflect the fact that resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance all control issues and instances of fraud, if any, have been detected. To address the material weaknesses, management performed additional analysis and other post-closing procedures in an effort to ensure its consolidated financial statements included in this annual report have been prepared in accordance with generally accepted accounting principles and are as free of fraud as best can be determined. Accordingly, management believes the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

 

Changes in Internal Controls.

 

There were no significant changes in our internal controls or other factors that could significantly affect these controls subsequent to the date of their evaluation. There were no deficiencies or material weaknesses recognized as of August 31, 2016, and therefore no corrective actions were deemed necessary. However, the design of any system of controls is based in part upon certain assumptions about the likelihood of future events and there is no certainty that any design will succeed in achieving its stated goal under all potential future considerations, regardless of how remote. It is management’s plan, however, to work toward better assessment of any and all necessary internal controls and thereby to increase the capability to recognize errors and prevent fraud as the Company strives for bettering itself from this point. We have already initiated discussions to study, assess and create everything necessary throughout the remainder of the year to achieve effective disclosure controls and procedures. Nonetheless, this will remain a potential material weakness until such activities have been fully integrated.

 

Management’s Report on Internal Control Over Financial Reporting.

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act, as amended. Internal control over financial reporting refers to a process designed by, or under the supervision of, our Chief Executive, Chief Financial and Chief Operating Officers, effected by our Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in connection with GAAP, including those policies and procedures that:

 

·

Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and disposition of our assets;

 

·

Provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

 

·

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our consolidated financial statements.

 

Because of its inherent limitations, internal control over financial reporting cannot provide absolute assurance of the prevention or detection of misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to risk that controls may have become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

11

 

 In connection with the preparation of this Annual Report on Form 10-K for the year ended August 31, 2016, management, with the participation of our Chief Executive Officer, Chief Financial Officer, and Chief Operating Officer, have evaluated the effectiveness of our internal controls over financial reporting, pursuant to Rule 13a-15 under the Exchange Act, as of August 31, 2016 in order to determine the potential for or the existence of material weaknesses, defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Our Chief Executive, Chief Financial, and Chief Operating Officers, have concluded the design and operation of our internal controls and procedures are not effective as of August 31, 2016.

 

Because of these material weaknesses, Management has concluded the Company did not maintain effective internal control over financial reporting as of August 31, 2016, based on the criteria established in “Internal Control-Integrated Framework” issued by the COSO, criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. It is the intention of the present Management to continue to study and establish COSO Control-Integrated Framework within Wholehealth Products, Inc. during the coming year as we begin to expand our present number of personnel and activities.

 

There were no significant changes previously in our internal controls over financial reporting that occurred during the fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

This Annual Report on Form 10-K does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report on Form 10K.

 

ITEM 9B. OTHER INFORMATION

 

Legal Proceedings.

There are not presently any material pending legal proceedings to which the Registrant is a party or as to which any of its property is subject, and no such proceedings are known to the Registrant to be threatened or contemplated against it.

Unregistered Sales of Equity Securities and Use of Proceeds.

On June 29, 2016 the Company issued 16,675,000 shares of stock for services of $300,150.

On August 4, 2016 the Company issued 23,090,909 shares of stock for services of $415,636.

On August 4, 2016 the Company issued 300,000 shares of stock for services of $700.

As of the date of this report, the Company has not engaged an independent certified accounting firm and is considered self-reporting.

 

PART III

12

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 

The Company’s directors and executive officers and their ages as of August 31, 2016 are as follows:

 

Name		Age		Position(s)
Charles A. Strongo		54		Chairman of the Board of Directors, Chief Executive Officer and President
Richard A. Johnson		84		Chief Financial Officer and Director
Shujie Cui, M.D.		54		Director
F. Rene Alvarez, Jr.,		78		Director
Wolfgang Groeters, BS,		79		Director

 

Charles A. Strongo, Chief Executive Officer, President, Chairman –

 

Mr. Strongo has superior knowledge and business relationships, exceeding 25 years experience in business management, operations, and increasing profitability, with particularity in the in vitro diagnostic business. Mr. Strongo has been in the in vitro diagnostic business for the past fifteen years, having begun in 1995, the beginning of the “over-the counter” in-vitro diagnostic industry. He has served as President and Chief Executive Officer of EarlyDETECT, Inc. (EDI) since March, 2004. He was a member of the EDI Board of Directors from June 2002 until June 2009. Prior to that, Mr. Strongo served as the Chief Financial Officer for two years. Mr. Strongo has a comprehensive knowledge of ISO and FDA regulations and has prepared several companies for the ISO inspections. Mr. Strongo has filed more than twenty FDA 510K filings; he has also worked on countless pharmaceutical filings. Mr. Strongo has prepared EDI as well as several other companies for FDA inspections, under FDA regulatory guidelines. He cleared EarlyDETECT for the ISO 13485 CDM in less than 6 weeks, a process that usually takes six months to a year. His dynamic personality and solid business model, along with his keen understanding, extensive professional consultation and expertise, have increased profitability for multiple companies here and abroad. He has also opened businesses in foreign countries, including Russia, Taiwan, Mexico, Malaysia, Thailand, and the Philippines. Mr. Strongo holds a BA/MBA in Business Management from National University.

 

Richard A. Johnson – Chief Financial Officer, Director

To the position of Chief Financial Officer Richard Johnson brings a wealth of experience at the senior executive levels in the areas of Corporate Finance, Business Planning & Operations, R&D and Administration. His considerable strengths in the areas of Finance and Corporate Administration will greatly assist the Company as it advances towards planned sales volume and expansion of the Company strategic goals.

Mr. Johnson’s enviable record of achievements at the executive level includes, latterly, CFO at Early Detect Inc. where he supervised the financial activities of the Company and its subsidiaries over a span of 4.5 years. Previously, he held positions of Chief Financial Officer, General Manager and Director in industry and also was a Senior Management and Finance Consultant to the manufacturing, retail, agriculture and service industries for fifteen years as well as Program Control Director and Management Consultant with a major international Engineering and Construction Corporation. Early in his career, Mr. Johnson spent eleven years with the U.S. Department of Energy, Las Vegas, where he had the responsibilities of financial analysis, budgeting and Safety analysis in the areas of nuclear explosives internationally

Shujie Cui, M.D., Ph.D., Director –

 

Dr. Cui has over 30 years of experience in the Medical Diagnostic Industry and was instrumental in the testing for the H1N1 bird test and vaccine used in China. Dr. Cui worked with the Chinese government on the SARS project and was the diagnostic company chosen to lead the research with the University of Beijing Medical School. Dr. Cui is noted as the father of the “Strep A” test and the perfection of the development of lateral flow rapid diagnostics and sandwich flow rapid diagnostics. Dr. Cui developed the only multi result Ng PSA test using 1 strip to determine the PSA level. Dr. Cui holds several patents in the medical diagnostic industry and is considered a foremost expert in the medical diagnostic industry in the US and in China.

 

13

 

F. Rene Alvarez, Jr., Director

 

Mr. Alvarez holds a law degree and has been admitted to the New York State Bar Association. He also has a Bachelor’s degree in Accounting from Canisius College in New York. He held a variety of audit positions with a variety of Ford Motor Company subsidiaries with titles such as Senior Vice President, CFO and Director of Internal Audit, Internal Audit Director, and Manager of Audit Operations with oversight responsibilities for Mexico, Latin America and South Africa. Since retiring from Ford, he has served in high level positions in several diverse companies, serving in such capacities as Corporate Vice President and Board Member.

 

Wolfgang Groeters, BS, Director

 

Wolfgang brings several decades of experience in health care and diagnostics as an engineer. He started Bentley Labs which was sold to American Hospital Supply, then to Baxter International, Ellay, Inc and from there to Meditronic Inc. At one time Edwards and Bentley were together under Baxter. He then became President of Orange Empire Building Services from 1975 to 1980.

 

Compliance With Section 16(a) of the Exchange Act

 

The Company does not have a class of securities registered pursuant to Section 12 of the Securities Exchange Act of

1934. Accordingly, the Company’s executive officers and directors and persons who own more than 10% of its equity securities are not subject to the beneficial ownership reporting requirements of Section 16(a) of that Act. However, although not required, certain of such persons voluntarily file beneficial ownership reports with the Securities and Exchange Commission.

 

Code of Ethics and Corporate Policies

 

WholeHealth Products, Inc. has created and adopted a Code of Ethics and Corporate Policy. Since its inception, the policy has been updated and the current policy is presented below:

 

In all societies, the opportunity to be a successful member of the community is an important role we must all be a part of. Any company must, therefore, understand its critical role and how to be a good member of that Community. Like a three-legged stool, of which all three legs must exist in order for it to stand, we at Wholehealth Products, Inc. see three critical components for our success and ability to be a good member of our community at large, both here and abroad: The Company, Investors & Shareholders, and our Customers & Patients. In no particular order do these responsibilities preside, since all are critical, required for success, and important to the Company and our communities in which we reside, work and play.

 

Therefore, one of those stool legs stands for our responsibility to the Company, including employees, near and far, in house and out, research, development, sales, and marketing members through to our vendors. We recognize their merit and aim for all to engender a sense of well-being and security in their jobs through good working conditions, relationships, and compensation for a job well done and helping them address and fulfill their family responsibilities. Furthermore, there is equal opportunity for employment, development, advancement, and allowance for suggestions to advance the Company. Lastly, we provide management and guidance, through being good leaders and enabling opportunities for redressing issues.

  

Another leg of the stool stands for the responsibility to our investors and stockholders. Although the Company must experiment with new ideas and plans, it is tantamount to being to being successful, for through our success, we are able to return this to our investors and shareholders, without whom we would not exist as a Company. We will, therefore, utilize research as a means to an end, developing innovative programs and advancing the state of the Company as a result, with the clear intention to ensure success and appreciation of those who believe in us and in our dreams, research, plans and our provision of ultimately useful products for the community.

 

14

The final leg of the stool represents how we must always be cognizant of those who use our products and services. In meeting their expectations, for whom we ultimately work, our customers and patients.

 

ITEM 11. EXECUTIVE COMPENSATION

 

The following table sets forth information about all cash and non-cash compensation awarded to, earned by, or paid to (i) all persons serving as the Company’s principle executive officer during the last two fiscal years; (ii) all persons serving as the Company’s principle financial officer during the last two fiscal years; (iii) the Company’s three most highly compensated executive officers (other than principle executive officers and principle financial officers) serving as such at the end of the last two fiscal years; and (iv) up to two additional persons for whom disclosure would have been provided pursuant to clause (iii) above but for the fact that the person was not serving as an executive officer of the Company at the end of the last fiscal year, and each current director of the Company during fiscal years ended August 31, 2016 and 2015.

 

Name	Principal Position	Date	Salary	Shares of Stock Awarded	Stock Value	Total Compensation
Charles Strongo	CEO	FY 2016	150,000	20,000,000	380,000	530,000
Richard Johnson	CFO	FY 2016	130,000	15,000,000	285,000	415,000

 

The Company did not pay or accrue any other compensation, in the form of bonus, stock awards, options awards, incentive plan compensation or nonqualified deferred compensation earnings to any executive officer for services as an executive officer during the fiscal year ended August 31, 2016; neither were there any prerequisites or other personal benefits. During the fiscal year ended August 31, 2015, the chief executive officer accrued $117,526 in salary and the chief financial officer accrued $107,851 in salary. The Company does not have any option plan, equity incentive plan or retirement plan at the present time.

 

During the fiscal year ended August 31, 2016, the chief executive officer accrued $150,000 in salary and the chief financial officer accrued $130,000.

 

The Company’s Directors are compensated for their participation on the Board of Directors for performance of their duties as directed by the Chairman of the Company. The Board of Directors has not set a fixed compensation fee plan for Directors, but chooses to review Board and individual Director performance on an annual basis and compensation is earned on a merit-system.

   

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The following table sets forth, as of August 31, 2016 certain information with respect to the beneficial ownership of the Company’s common stock by each person known by us to be the beneficial owner of more than five percent (5%) of the Company’s common stock; by each of the Company’s current directors and named executive officers; and by all executive officers and directors as a group.

 

Name and Address	Number of Shares Beneficially Owned (1)	Percentage of Common Stock
Charles Strongo 6761 E. Leafwood Dr Anaheim Hills, CA 92807	76,728,291	23%
Richard Johnson 612 Wood Lake Dr Brea, CA 92821	41,800,000	13%

 

(1)

Percentages based on 331,953,592 shares of common stock issued and outstanding as of August 31, 2016.

 

15

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

None

 

PART IV

 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

Except as so indicated in Exhibits 32.1 and 32.2, the following exhibits are filed as part of, or incorporated by reference, this Annual Report on Form 10K.

 

			Incorporated by reference
Exhibit	Exhibit Description	Filed herewith	Form	Period ending	Exhibit	Filing date
3.1	Articles of Incorporation		SB-2		3.1	5/3/2006
3.2	Certificate of Amendment to the Articles of Incorporation		SB-2/A		3.2	1/31/2008
3.3	Certificate of Amendment to the Articles of Incorporation		S-8		3.3	3/12/2007
4.1	Specimen of Stock Certificate		S-8		4.1	11/9/2006
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
101.INS	XBRL Instance Document	X
101.SCH	XBRL Taxonomy Extension Schema Document	X
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	X
101.LAB	XBRL Taxonomy Extension Label Linkbase Document	X
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	X
101.DEF	XBRL Taxonomy Extension Definition Linkbase Definition	X

 

 

 

16

 

WHOLEHEALTH PRODUCTS, INC.

C O N T E N T S

 

Consolidated Balance Sheets as of August 31, 2016 and 2015 (unaudited)	F-1
Consolidated Statements of Operations for the Years Ended August 31, 2016 and 2015 (unaudited)	F-2
Consolidated Statement of Stockholders’ Equity (Deficit) for the Years August 31, 2016 and 2015 (unaudited)	F-3
Consolidated Statements of Cash Flows for the Years Ended August 31, 2016 and 2015 (unaudited)	F-4
Notes to the Consolidated Financial Statements	F-5

 

 

 

17

WHOLEHEALTH PRODUCTS, INC.
BALANCE SHEETS
			August 31,				August 31,
			2016				2015
Assets:
Cash and Cash Equivalents		$	—			$	—
Total Current Assets			—				—
Total Assets		$	—			$	—
Liabilities:
Accrued Interest		$	113,920			$	80,668
Accounts Payable & Accrued Expenses			795,274				612,314
Loan Payable			348,692				349,692
Total Current Liabilities			1,257,886				1,042,674
Stockholders' Equity:
Preferred Stock, Par Value $0.001, Authorized 100,000,000 shares
issued 0 respectively			—				—
Common Stock, par value $0.001, 1.2 billion authorized shares
issued and outstanding 331,953,592 and 175,187,683, respectively			331,954				175,188
Additional Paid in Capital			54,751,058				51,933,973
Common Stock to be Issued			—				—
Retained Deficit			(13,955,783	)			(13,955,783	)
Deficit Accumulated During the Development Stage			(42,385,115	)			(39,196,052	)
Total Stockholders' Equity			(1,257,886	)			(1,042,674	)
Total Liabilities and Stockholders' Equity		$	—			$	—
The accompanying notes are an integral part of these financial statements.

 

F- 1

WHOLEHEALTH PRODUCTS, INC.
STATEMENTS OF OPERATIONS
		For the Year Ended
		August 31,
			2016				2015
Revenues		$	—			$	—
Costs of Services			—				—
Gross Margin			—				—
Operating Expenses:
Investor Relations			2,972,851				1,970,058
Consulting			167,832				59,499
General and Administrative			15,128				512,006
Total Operating Expenses			3,155,811				2,541,563
Operating Income			(3,155,811	)			(2,541,563	)
Other Income (Expense):
Interest Expense			(33,252	)			(52,105	)
Net Income (Loss) Before Taxes		$	(3,189,063	)		$	(2,593,668	)
Income Taxes			—				—
Net Income (Loss) After Taxes		$	(3,189,063	)		$	(2,593,668	)
Gain (Loss) per Share, Basic &
Diluted		$	(0.01	)		$	(0.02	)
Weighted Average Shares
Outstanding			251,144,426				166,201,774
The accompanying notes are an integral part of these financial statements.

 

F- 1

WHOLEHEALTH PRODUCTS, INC.
STATEMENTS OF CASH FLOWS
		For the years Ended
		August 31,
		2016				2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) for the Period		$	(3,189,063	)		$	(2,593,668	)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Shares issued and Contributed Services			2,972,851				1,970,058
Changes in Operating Assets and Liabilities
Increase in Accrued Interest			33,252				51,940
Increase (Decrease) in Accounts Payable & Accrued Expenses			182,960				406,141
Net Cash Used in Operating Activities			—				(165,529	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Property and Equipment			—				—
Net cash provided by Investing Activities			—				—
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of Loans			—				(24,981	)
Proceeds from Notes			—				55,873
Proceeds from sale of stock			—				134,173
Net Cash Provided by Financing Activities			—				165,065
Net (Decrease) Increase in Cash			—				(464	)
Cash at Beginning of Period			—				464
Cash at End of Period		$	—			$	—
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during period:
Interest		$	—			$	—
Stock issued for Debt		$	1,000			$	—
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES:
Accounts Payable Satisfied through Contributed Capital
and Property and Equipment		$	—			$	—
The accompanying notes are an integral part of these financial statements.

 

F- 2

WHOLEHEALTH PRODUCTS, INC.

STATEMENT OF STOCKHOLDERS' EQUITY

 

		Preferred				Preferred				Common				Stock								Retained				Deficit
		Shares				Stock				Shares				Amount				APIC				Deficit				Develop				Total
Balance August 31, 2014			—				—				122,826,003				122,826				49,882,104				(13,955,783	)			(36,602,384	)			(553,237	)
Shares issued for services			—				—				40,243,676				40,244				1,717,198				—				—				1,757,442
Shares issued for cash			—				—				742,424				743				23,757				—				—				24,500
Shares issued for services			—				—				7,087,200				7,087				205,529				—				—				212,616
Shares issued for cash			—				—				1,201,157				1,201				20,549				—				—				21,750
Shares issued for cash previously received			—				—				3,087,223				3,087				84,836				—				—				87,923
Net Loss			—				—				—				—				—				—				(2,593,668	)			(2,593,668	)
Balance August 31, 2015			—				—				175,187,683				175,188				51,933,973				(13,955,783	)			(39,196,052	)			(1,042,674	)
Shares issued for services			—				—				15,000,000				15,000				270,000				—				—				285,000
Shares issued for services			—				—				94,200,000				94,200				1,695,599				—				—				1,789,799
Shares issued for services			—				—				7,500,000				7,500				135,000				—				—				142,500
Shares issued for services			—				—				39,765,909				39,766				715,786				—				—				755,552
Stock issued for debt			—				—				300,000				300				700				—				—				1,000
Net loss for the year			—				—				—				—				—				—				(3,189,063	)			(3,189,063	)
Balance August 31, 2016			—				—				331,953,592				331,954				54,751,058				(13,955,783	)			(42,385,115	)			(1,257,886	)

 

The accompanying notes are an integral part of these financial statements.

F- 3

 

WHOLEHEALTH PRODUCTS, INC

(FORMERLY GULF WESTERN PETROLEUM INC.)

NOTES TO FINANCIAL STATEMENTS

AUGUST 31, 2016

 

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Wholehealth Products, Inc. formerly Gulf Western Petroleum Corporation (the Company) was incorporated on February 21, 2006 in the State of Nevada as Georgia Exploration, Inc. The name was originally changed on March 8, 2007 and recently in July 2012 to Wholehealth Products, Inc.

 

The Company today is in the business of developing, manufacturing and marketing in vitro diagnostic (IVD) tests for over-the-counter (OTC or consumer), and point-of-care (POC or professional) use markets. The Company currently manufactures and markets a range of diagnostic test kits for consumer use through over-the-counter (OTC) sales, and for use by health care professionals, generally located at medical clinics, physician offices and hospitals known as Points-of-Care (POC), in the United States. These test kits are known as in vitro diagnostic test kits or “IVD” products.

 

Starting September 1, 2008, after its change in business direction from oil and gas revenue company, it entered the development stage which is in effect to the present day.

 

The Company’s financial statements for generated by management. The Company has not engaged a qualified PCAOB firm to render an opinion on the financial statements.

 

The Company is currently suspended from trading and is seeking to be reinstated.

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).The pr e p aration of f i nancial stat e m ents in confor m ity with accounting principles g e n e r a lly accepted in the United States of A m erica r e quir e s m anage m ent to m ake est i m a tes and a ssu m p ti o n s t h at a ff ect t h e r e p o rted a m ounts of assets a n d lia b i lities a n d d iscl o sure o f c on tin g e n t assets a n d lia b ili t ies at t h e d ate o f the f i n a n cial stateme n ts and t h e re p o rt e d a m o u nts o f r e v e nu e s a n d e x p e ns e s d u ri n g t h e r ep o rti n g p e ri o d . Act u al r e s u lts could di f f e r f rom those est i m ates.

 

M anage m ent f u r t her a ck n o w l edg e s t h at it is solely res po nsible f o r ad opti n g s o un d acc ou nti n g practices, esta b lis h ing and m aintaining a syst e m of internal accounting control and pr e v e n ting and d e tecting fraud. The Co m p any ' s syst e m of i n ternal ac c o u nti n g c o nt ro l is design e d t o as s u r e , a m ong oth e r ite m s , t h at 1 ) re c o r d ed t ransact i o ns are vali d ; 2 ) valid transactions a re re c o rded; and 3) tr an sactions are r e c o r d ed in t h e pro p er p er i o d in a t i mely m a nn er to prod u ce fi n a n cial stateme n ts w h ich p rese n t fa i rly t h e fi n a n cial c o n d iti o n, res u lts o f o p erati on s and cash flows o f t h e Co m p any for t h e respective periods being presented

 

Development Stage Company

 

The Company is a development stage company as defined by section 915-10-20 of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification from September 1, 2008 to present. The Company is still devoting substantially all of its efforts on establishing the business and, therefore, still qualifies as a development stage company. All losses accumulated since September 1, 2008 have been considered as part of the Company’s development stage activities

 

F- 4

 

Use of estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles 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. Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates.

 

Cash equivalents

 

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

 

Fair value of financial instruments

 

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

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

 

The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at August 31, 2016.

 

The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis.

 

F- 5

Equipment

 

Equipment is recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation of equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful life of three (3) or seven (7) years. Upon sale or retirement of equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations.

 

Impairment of long-lived assets

 

The Company follows paragraph 360-10-05-4 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, which includes computer equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

 

The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.

 

The Company determined that there were no impairments of long-lived assets as of August 31, 2016.

 

Commitments and contingencies

 

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies.  Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

 

Revenue recognition

 

The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

 

F- 6

 

Income taxes

 

The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income and Comprehensive Income in the period that includes the enactment date.

 

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.

 

Net income (loss) per common share

 

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. 

There were no potentially dilutive shares outstanding as of August 31, 2016.

 

Cash flows reporting

 

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.  The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

 

F- 7

 

Advertising Costs

 

The Company expenses the cost of advertising and promotional materials when incurred. Total Advertising costs were $0 for years ended August 31, 2016 and 2015.

 

Subsequent events

 

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued.  Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

 

Recently issued accounting pronouncements

 

The following accounting standards were issued as of December 26, 2011:

ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820) – Improving Disclosures about Fair Value Measurements.

This ASU affects all entities that are required to make disclosures about recurring and nonrecurring fair value measurements under FASB ASC Topic 820, originally issued as FASB Statement No. 157, Fair Value Measurements . The ASU requires certain new disclosures and clarifies two existing disclosure requirements. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years.

 

ASU 2011-04, Fair Value Measurement (Topic 820) – Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs

This ASU supersedes most of the guidance in Topic 820, although many of the changes are clarifications of existing guidance or wording changes to align with IFRS 13. In addition, certain amendments in ASU 2011-04 change a particular principle or requirement for measuring fair value or disclosing information about fair value measurements. The amendments in ASU 2011-04 are effective for public entities for interim and annual periods beginning after December 15, 2011.

 

NOTE 3 – GOING CONCERN

 

F- 8

As reflected in the accompanying financial statements, the Company had a net loss of $3,189,063 for the year ended August 31, 2016.

 

While the Company is attempting to commence operations and generate revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.

 

The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

NOTE 4 – RELATED PARTY TRANSACTIONS

 

Included in general and administrative costs were amounts accrued to its chief operating officer of $50,000 and its chief financial officer of $43,326.

 

Included in Accounts Payable and Accrued Expenses are amounts owed to its officers and directors for salaries and benefits of $762,828.

 

Included in notes payable is an amount of $30,089 owed to the CEO for a loan. The loan is without interest and is secured by a stock issuance of 30,000,000 shares in the event of nonpayment.

 

NOTE 5 - NOTE PAYABLE

 

The Company is obligated on eight short term loans, all past due, with six bearing interest at 15% and two with interest at 5% totaling $319,603. A tenth note for $30,089 without interest is owed to the Company’s CEO. The total note payable liability is $349,692 and is shown on the balance sheet under notes payable. Interest owed at May 31, 2016 equals $113,920 and is shown on the balance sheet. Total interest expense for the year ended August 31, 2016 was $33,252 which is shown on the statement of operations.

 

NOTE 6 - EQUITY

 

During the quarter ended November 30, 2014 the Company issued 40,986,100 shares of stock. Of this amount 30,000,000 was issued as security for a loan made by the CEO of the Company and valued at present at par. 10,243,676 shares were issued for services valued at market which equaled $1,757,442. 742,242 shares were issued for cash of $24,500. In addition the Company received $87,923 of cash for shares to be issued pursuant to subscription agreements. Total shares to be issued for this amount will be approximately 2,664,333.

F- 9

 

For the three months ended February 28, 2015 the Company issued 11,375,580 shares of stock of which 7,087,200 shares were issued for services valued at $212,616. 1,201,157 shares were issued for cash of $21,750 from 5 investors and the balance of 3,087,223 shares for cash of $87,923 previously contributed.

During the three months ended November 30, 2015 the Company issued one certificate of 15,000,000 shares of stock for investor relations valued at market resulting in an expense of $285,000.

During the quarter ended February 29, 2016 the Company issued 94,200,000 shares of stock for services from 17 consultants and officers valued at $1,789,799 which was the market price of the shares on the date of issuance.

During the quarter ended May 31, 2016 the Company issued 7,500,000 shares of stock to two consultants for services valued at $147,500.

Commencing the quarter ended May 31, 2016, the officers agreed to not accrue any additional compensation until such time as the Company is in full operation.

During the three months ended August 31, 2016, the Company issued 40,065,909 shares of which 39,765,909 was for services from various consultants valued at market of $755,552 and 300,000 shares issued for debt reduction of $1,000.

  

The Company as part and parcel of the stock issued for cash attached 1 warrant for each stock issuance. The warrant has a strike price of .70 and is exercisable anytime within 5 years of September 2012.

 

NOTE 7 – EMPLOYMENT AGREEMENTS

 

The Company has entered into employment contracts with the CEO and CFO in November 2015 for $150,000 and $130,000 respectively for two years. Commencing the quarter ended May 31, 2016, the officers agreed to not accrue any additional compensation until such time as the Company is in full operation.

  

NOTE 8 – INCOME TAX

 

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 

F- 10

Net deferred tax assets consist of the following components as of August 31, 2016 and 2015:

 

		August 31, 2016				August 31, 2015
Deferred Tax Assets – Non-current:
NOL Carryover		$	(360,958	)		$	(360,958	)
							—
Less valuation allowance			360,958				360,958
Deferred tax assets, net of valuation allowance		$	—			$	—

 

The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the period ended August 31, 2016 and 2015 due to the following:

 

		2016				2015
Book Income			(3,189,063	)		$	(2,593,668	)
Meals and Entertainment			—				—
Stock for Services			2,972,851				1,970,058
Accrued Payroll			622,109				406,141
Valuation allowance			(405,897	)			217,469
		$	—			$	—

 

At August 31, 2016, the Company had net operating loss carry forwards of approximately $975,500 that may be offset against future taxable income from the year 2014 to 2034. No tax benefit has been reported in the August 31, 2012 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

 

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal Income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.

   

NOTE 9 – SUBSEQUENT EVENTS

 

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855 and has determined that no material subsequent events exist.

 

 

 

F- 11

 

 

 

 

SIGNATURES

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

 

WHOLEHEALTH PRODUCTS, INC.

 

By: /s/ Charles Strongo Charles Strongo President and Chief Executive Officer (Principal Executive Officer On behalf of the Registrant)   Date: July 17, 2017

By: /s/ Richard Johnson Richard Johnson Treasurer (Principal Financial Officer)   Date: July 17, 2017

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Name		Title		Date
Charles Strongo		Chairman of the Board of Directors		July 17, 2017
Richard Johnson		Director		July 17, 2017

 

 

 

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