Global Wholehealth Partners Corp - Quarter Report: 2015 March (Form 10-Q)

TABLE OF CONTENTS

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

The accompanying notes are an integral part of these unaudited condensed financial statements

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The accompanying notes are an integral part of these unaudited condensed financial statements

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NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2015

NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the presentation of the accompanying unaudited condensed consolidated financial statements follows:

General

The interim condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) as promulgated in Item 210 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted pursuant to such SEC rules and regulations.

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results from operations for the three and nine month periods ended March 31, 2015, are not necessarily indicative of the results that may be expected for the year ending June 30, 2015. The unaudited financial statements should be read in conjunction with the financial statements and footnotes thereto for the year ended June 30, 2014, included in the Company’s Form 10-K filed with the SEC on September 30, 2014.

Business and Basis of Presentation

Texas Jack Oil & Gas Corporation (the “Company”), was incorporated on March 7, 2013 under the laws of the State of Nevada. The Company is headquartered in California and was organized for the purpose of exploration of Oil and Gas.

As the Company is devoting substantially all of its efforts to establishing a new business, and planned principal operations have not yet commenced. To date, the Company, has not generated sales revenues, has incurred expenses and has sustained losses since inception and expects these conditions to continue for the foreseeable future. Consequently, its operations are subject to all the risks inherent in the establishment of a new business enterprise.

The above factors raise substantial doubt as to the Company's ability to continue as a going concern. The accompanying unaudited condensed financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that may result from the outcome of this uncertainty.

Revenue Recognition

The Company will recognize revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (“ASC 605-10”) which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts.

The Company will account for Multiple-Element Arrangements under ASC 605-10 which incorporates Accounting Standards Codification subtopic 605-25, Multiple-Element Arrangements (“ASC 605-25”). ASC 605-25 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets.

Estimates

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The preparation of unaudited condensed financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Net Income (Loss) per Share

The Company computes earnings per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Net earnings (losses) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding during the period. Dilutive common stock equivalents consisted of shares issuable upon the exercise of the Company's outstanding warrants (calculated using the treasury stock method) for the three and nine months ended March 31, 2015; there were no common stock equivalents for the three and nine months ended March 31, 2015.

Reliance on Key Personnel and Consultants

The Company has no full-time employees and no part-time employees. There are approximately 2 consultants performing various specialized services. The Company is heavily dependent on the continued active participation of these current executive officers, and key consultants. The loss of any of the senior management or key consultants could significantly and negatively impact the business until adequate replacements can be identified and put in place.

Recent Accounting Pronouncements

There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows.

NOTE 2 – GOING CONCERN MATTERS

The accompanying unaudited condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements during the nine months ended March 31, 2015, the Company incurred net losses attributable to common stockholders of $176,160. In addition, the Company has yet commercialized its planned business and has generated very little revenues since inception. These factors among others raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

The Company's existence is dependent upon management's ability to develop profitable operations. Additional capital will be needed to continue developing its products and services and there can be no assurance that the Company's efforts will be successful. There is no assurance that can be given that management's actions will result in profitable operations or the resolution of its liquidity problems. The accompanying unaudited condensed financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

NOTE 3 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

As of March 31, 2015 and June 30, 2014 accounts payable and accrued liabilities consisted of the following:

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NOTE 4 – RELATED PARTY TRANSACTIONS

The Company’s former officer and shareholder has borrowed $102,200, net of repayments of $5,720 since the Company’s inception in March 2013. These are interest free advances.  During the nine months ended March 31, 2015 the Company reclassified $83,980 of this receivable as officer compensation. As of March 31, 2015 the Company has receivables in the amount of $12,466 due from the officer and shareholder.

In March 2013, the Company issued 15,000,000 of shares to the founder of the Company, for purchase of an interest in a mine property valued at $165,000, which was the original cost to the founder. The mine interest was assigned to the Company on May 1, 2013 through a partial assignment agreement. The Company also presently owns a 3% percent working lease interest in one well located in Jack County, Texas.

NOTE 5 – PROMISSORY NOTE - SHAREHOLDER

On April 15, 2013, the Company received $71,000 on issuance of 8% unsecured promissory note from a shareholder, which was originally due on April 15, 2014; in May 2014 this note was extended to October 1, 2015.  Total interest expense for the six months ended March 31, 2014 and 2013 on the above note was $2,833 and $2,833, respectively; and for the three months ended March 31, 2014 and 2013 was $1,432 and $1,432, respectively.  Total accrued interest as of March 31, 2014 and June 30, 2014 is $9,666 and $6,833, respectively.  The default rate of interest is 1.5% per month. On February 6, 2015 the lender agreed to convert the principal balance of the note into 710,000 shares of the Company’s common stock.  The note holder agreed to forgo any interest payments due.

NOTE 6 – PROMISSORY NOTE

On June 7, 2013, the Company received $40,000 on issuance of 5% unsecured promissory note, which was originally due on November 30, 2013.  The maturity date was extended to June 1, 2014 and subsequently extended to March 31, 2014.  During the six months ended March 31, 2014 the company repaid $5,000 in principal on this note.  As of March 31, 2014 the balance on this note was $35,000.  During the six months ended March 31, 2014 and 2013, the Company recorded interest expense of $922 and $1,112, respectively; and during the three months ended March 31, 2014 and 2013, recorded interest expense of $441 and $504, respectively, on this note.  Total accrued interest as of March 31, 2014 and June 30, 2014 is $3,026 and $2,104, respectively.  The note was not repaid at maturity.  On February 6, 2015 the lender agreed to convert the principal balance of the note into 350,000 shares of the Company’s common stock.  The note holder agreed to forgo any interest payments due.

On September 5, 2013, the Company received $5,000 on issuance of an 8% unsecured promissory note, which was originally due on September 5, 2014. The maturity date was extended to December 5, 2014.  Default rate of interest is 1.5% per month. During six months ended March 31, 2014 and 2013, the Company recorded interest expense of $202 and $101, respectively; and during the three months ended March 31, 2014 and 2013, recorded interest expense of $101 and $101, respectively, on this note.  Total accrued interest as of March 31, 2014 and June 30, 2014 is $502 and $300, respectively.  The note was not repaid at maturity.  On February 6, 2015 the lender agreed to convert the principal balance of the note into 50,000 shares of the Company’s common stock.  The note holder agreed to forgo any interest payments due.

On May 22, 2014, the Company received $25,000 on issuance of an 8% unsecured promissory note, which is due on May 22 2015.  Default rate of interest is 1.5% per month.  During six months ended March 31, 2014 and 2013, the Company recorded interest expense of $1,008 and $0, respectively; and during the three months ended March 31, 2014 and 2013, recorded interest expense of $504 and $0, respectively, on this note.  Total accrued interest as of March 31, 2014 and June 30, 2014 is $1,222 and $214, respectively. On February 6, 2015 the lender agreed to convert the principal balance of the note into 250,000 shares of the Company’s common stock.  The note holder agreed to forgo any interest payments due.

On June 12, 2014, the Company received $2,000 on issuance of an 8% unsecured promissory note, which is due on June 12, 2015.  Default rate of interest is 1.5% per month.  During the six months ended March 31, 2014 and 2013,

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the Company recorded interest expense of $80 and $0, respectively; and during the three months ended March 31, 2014 and 2013, recorded interest expense of $40 and $0, respectively, on this note.  Total accrued interest as of March 31, 2014 and June 30, 2014 is $88 and $8, respectively. On February 6, 2015 the lender agreed to convert the principal balance of the note into 20,000 shares of the Company’s common stock.  The note holder agreed to forgo any interest payments due.

On February 6, 2015 the Company agreed to convert the principal outstanding balance of five promissory notes into shares of common stock at a rate of $0.10 per share.  As part of the conversion the note holders agreed to forgo any interest payments due.  The Company issued 1,380,000 shares of common stock for the extinguishment of notes payable in the amount of $138,000.

NOTE 7 – STOCKHOLDERS EQUITY

Preferred stock

The Company has authorized 10,000,000 shares of preferred stock, with a par value of $0.001 per share. As March 31, 2015 and June 30, 2014, the Company has no shares of preferred stock issued and outstanding.

Common stock

The Company has authorized 60,000,000 shares of common stock, with a par value of $0.001 per share. As of March 31, 2015 and June 30, 2014, the Company had 26,172,000 and 23,400,000 shares of common stock issued and outstanding, respectively.

On January 15, 2014 the Company sold 400,000 shares of common stock for $400.

During the nine months ended March 31, 2015, as part of a private placement, the Company received proceeds of $119,200 for the sale of 1,192,000 shares of common stock at a price of $0.10 per share.  

On February 6, 2015 the Company agreed to convert the principal outstanding balance of five promissory notes into shares of common stock at a rate of $0.10 per share.  As part of the conversion the note holders agreed to forgo any interest payments due.  The Company issued 1,380,000 shares of common stock for the extinguishment of notes payable in the amount of $138,000.

NOTE 8 – COMMITMENTS AND CONTINGENCIES

Leases Obligations

As of March 31, 2015, the Company does not lease space for offices or operations.

Consulting Agreement

In March 2013, the Company entered into one year investor relation service agreement which expires March 2014, for the annual flat rate of $55,000. The service agreement was renewed and expires March 1, 2015.  During the six months ended March 31, 2014 the Company recognized $27,500 in expense related to this agreement and has included $26,258 and $33,758 in accrued liabilities as of March 31, 2014 and June 30, 2014, respectively.

On July 1, 2014, the Company entered into one year investor relation service agreement which expires June 30. 2015, for the annual flat rate of $25,000.  During the nine months ended March 31, 2015, the Company recognized $12,500 in expense related to this agreement and has included $1,100 and $0 in accrued liabilities as of March 31, 2015 and June 30, 2014, respectively.

NOTE 9 – SUBSEQUENT EVENTS

On April 1, 2015, the Company transferred the right/interest in the oil & gas well to Axiom Group for the release the debts owed to Axiom Group.

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations Texas Jack Oil & Gas Corporation is referred to hereinafter as “we”, “our”, or “us”.

Overview

We have limited revenues and operating history. Our independent auditor has issued an audit opinion which includes a statement expressing substantial doubt as to our ability to continue as a going concern as filed in our June 30, 2014 10-K filed on September 30, 2014. We used to own a 3% working interest in one well the Bright 1H, which was drilled in late summer of 2012 and was completed and placed into production in October 2012. On April 1, 2015, we transferred this right/interest to Axiom Group for the release the debts owed to Axiom Group.

Uncertainties and Trends

Our revenues are dependent in the future, upon the following factors:

The following discussion and analysis should be read in conjunction with our Financial Statements and notes thereto.

Results of Operations for the Three Months Ended March 31, 2015 as Compared to the Three Months Ended March 31, 2014

The following sets forth certain information regarding our results of operations for the three months ended March 31, 2014 and 2013:

Our operations have resulted in significant losses and negative cash flow as we have invested in our property lease interests.

Revenue

For the three months ended March 31, 2015 our revenue was $0 as compared to $386 for the three months ended March 31, 2014.  The decrease in revenue is due to the well in Jack County, TX changing operators.   

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Selling, general and administrative expenses

For the three months ended March 31, 2015 our selling, general and administrative costs were $1,770 as compared to $5,331 for the three months ended March 31, 2014.  The decrease in selling, general and administrative expenses was primarily due to a decrease in professional fees, officer compensation and travel related expenses.

Other expense

For the three months ended March 31, 2015 our other expenses were $0 as compared to $1,993 for the three months ended March 31, 2014.  The decrease in our other expenses was due to a decrease in interest expense attributable to an increase on borrowed debt.

Net loss

For the three months ended March 31, 2015 our net loss was $1,770 as compared to $4,945 for the three months ended March 31, 2014.

Results of Operations for the Nine Months Ended March 31, 2015 as Compared to the Nine Months Ended March 31, 2014

The following sets forth certain information regarding our results of operations for the nine months ended March 31, 2015 and 2014:

Our operations have resulted in significant losses and negative cash flow as we have invested in our property lease interests.

Revenue

For the nine months ended March 31, 2015 our revenue was $0 as compared to $4,083 for the nine months ended March 31, 2014.  The decrease in revenue is due to the well in Jack County, TX changing operators.  

Selling, general and administrative expenses

For the nine months ended March 31, 2015 our selling, general and administrative costs were $171,115 as compared to $39,629 for the nine months ended March 31, 2014.  The increase in selling, general and administrative expenses was primarily due to an increase in professional fees, officer compensation and travel related expenses.

Other expense

For the nine months ended March 31, 2015 our other expenses were $5,045 as compared to $6,039 for the nine months ended March 31, 2014.  The decrease in our other expenses was due to a decrease in interest expense attributable to an increase on borrowed debt.

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For the nine months ended March 31, 2015 our net loss was $176,160 as compared to $41,585 for the nine months ended March 31, 2014.

Since inception we have generated $4,083 in revenues, therefore our general, administrative and other costs have exceeded the resources we have generated through operations. As described above in “Liquidity and Capital Resources,” we have been dependent on debt/equity financing, to meet our working capital obligations and to finance our continuing operating losses. Our current lack of production further complicates our ability to raise cash from these sources. There can be no assurance that we will be able to continue to finance our operating losses in such a manner. We have, however, been able to raise additional funds in the past and we believe that we will be able to do so in the future.

Liquidity and Capital Resources

Continuing working capital deficit

Our working capital deficit has limited our ability to expand our operations and pursue our business plan. The following table sets forth our continuing working capital (deficit) at March 31, 2015 and June 30, 2014:

Our cash decreased by $5,859 from $5,874 as of June 30, 2014 to $15 at March 31, 2015.

Our working capital deficit decreased by $51,454 to a $ 57,889 as of March 31, 2015, from $109,343 at June 30, 2014.  Accounts payable and accrued expenses increased from $36,384 as of June 30, 2014 to $48,238 as of March 31, 2015.

Our notes payable decreased by $72,000 to $ 0 as of March 31, 2015, from $72,000 at June 30, 2014.

During the nine months ended March 31, 2015, cash used in operating activities totaled $ 120,059.  Cash provided by financing activities during the nine months ended March 31, 2015 was $114,200 and is attributable to $119,200 received in proceeds from the issuance of common stock in a private placement, offset against $5,000 in payments on notes payable.

We continue to focus on conserving cash, setting priorities for our most important obligations and seeking other means to pay or defer any obligations as necessary.

In July 2014, the Company began offering for sales shares of its $0.001 par value common stock at a price of $0.10 per share.  The maximum amount of this offering is $500,000.  The Company intends to use the proceeds of this financing for the lease of additional oil and gas properties, the acquisition of additional working interests, general and administrative expenses, legal and accounting costs, and working capital.

Property and equipment

We do not have any property and equipment as of March 31, 2015 and June 30, 2014.

Capital commitments

We do not have any long term debt, capital lease obligations, operating or purchase obligations at March 31, 2015.

Off-Balance Sheet Arrangements

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We do not have any off-balance sheet arrangements or commitments that have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material, other than those which may be disclosed in this Management’s Discussion and Analysis of Financial Condition and the unaudited Financial Statements and related notes.

Critical Accounting Policies

The preparation of unaudited condensed financial statements in conformity with generally accepted accounting principles requires our management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Going Concern

During the nine months ended March 31, 2015, we generated no revenue and we had an accumulated deficit of $3311,223. We will need significant financing to implement our business plan. Our unaudited condensed financial statements have been prepared assuming that we will continue as a going concern.

The accompanying unaudited condensed financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from our possible inability to continue as a going concern.

Item 4.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that material information required to be disclosed in our periodic reports filed under the Securities Exchange Act of 1934, as amended, or 1934 Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to ensure that such information is accumulated and communicated to our management, including our chief executive officer/chief financial officer (principal financial officer) as appropriate, to allow timely decisions regarding required disclosure. During the quarter ended March 31, 2015 we carried out an evaluation, under the supervision and with the participation of our management, including the principal executive officer and the principal financial officer (principal financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13(a)-15(e) under the 1934 Act. Based on this evaluation, because of the Company’s limited resources and limited number of employees, management concluded that our disclosure controls and procedures were ineffective as of March 31, 2015.

Limitations on Effectiveness of Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer (principal financial officer), does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate

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because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Internal Controls over Financial Reporting

During the quarter ended March 31, 2015, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

Item 2.  Recent Sales of Unregistered Securities and Use of Proceeds

None.

Item 3.  Defaults on Senior Securities

None.

Item 4.  Mine Safety Disclosures

Not applicable.

Item 5.  Other Information

None.

Item 6.  Exhibits

The following exhibits, required by Item 601 of Regulation S-K, are being filed as part of this quarterly report, or are incorporated by reference where indicated:

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, in the capacities and the dates indicated, thereunto duly authorized.

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