U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

| | x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
| | - | ---------------------------------------------------------------------------------

For the
quarterly period ended May 31, 2017

| |  ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
| | - | ----------------------------------------------------------------------------------

Commission file number: 000-52309

WHOLEHEALTH PRODUCTS, INC.

(Exact name of registrant as specified in its
charter)



|Nevada                                                         | 98-048932     
|-------------------------------------------------------------- | --------------
|(State or other jurisdiction of incorporation or organization) |               
|3800 Howard Hughes Pkwy.
        Las Vegas, Nevada 89169       | 89169         
|(Address of Principal executive offices)                       | (Zip Code)    
|                                                               |               
|Registrant’s telephone number, including area code.            | (702) 262-6899



Gulf Western Petroleum Corporation
(Former name, former address and former fiscal year, if changed since last report)



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



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes
x No ̈



Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.





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



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

State the number
of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of May 31,
2017, the issuer had 468,145,809 shares of its common stock issued and outstanding.

1





PART I - FINANCIAL
INFORMATION

| | Item 1. | Financial Statements.
| | ------- | ---------------------

|WHOLEHEALTH PRODUCTS, INC.                                                
|--------------------------------------------------------------------------
|BALANCE SHEETS                                                            
|(UNAUDITED)                                                               
|                                                                          
|                                                                          
|                                                                          
|Assets:                                                                   
|Cash and Cash Equivalents                                                 
|Total Current Assets                                                      
|                                                                          
|Total Assets                                                              
|Liabilities:                                                              
|Cash Overdraft                                                            
|Accrued Interest                                                          
|Accounts Payable & Accrued Expenses                                       
|Loans Payable                                                             
|Total Current Liabilities                                                 
|                                                                          
|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 468,145,809 and 331,953,592 respectively           
|Additional Paid in Capital                                                
|Common Stock to be Issued                                                 
|Retained Deficit                                                          
|Deficit Accumulated During the Development Stage                          
|Total Stockholders' Equity                                                
|                                                                          
|Total Liabilities and Stockholders' Equity                                
|                                                                          
|The accompanying notes are an integral part of these financial statements.





2







|WHOLEHEALTH PRODUCTS, INC.                                                
|--------------------------------------------------------------------------
|STATEMENTS OF OPERATIONS                                                  
|(UNAUDITED)                                                               
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Revenues                                                                  
|Costs of Services                                                         
|                                                                          
|Gross Margin                                                              
|                                                                          
|Operating Expenses:                                                       
|Investor Relations                                                        
|Consulting                                                                
|General and Administrative                                                
|Total Operating Expenses                                                  
|                                                                          
|Operating Income                                                          
|                                                                          
|Other Income (Expense):                                                   
|Interest Expense                                                          
|                                                                          
|Net Income (Loss) Before Taxes                                            
|                                                                          
|Forgiveness of debt                                                       
|                                                                          
|Net Income (Loss) After Taxes                                             
|                                                                          
|Gain (Loss) per Share, Basic &                                            
|Diluted                                                                   
|                                                                          
|Weighted Average Shares                                                   
|Outstanding                                                               
|                                                                          
|The accompanying notes are an integral part of these financial statements.
|                                                                          

3







|WHOLEHEALTH PRODUCTS, INC.                                                
|--------------------------------------------------------------------------
|STATEMENTS OF CASH FLOWS                                                  
|(UNAUDITED)                                                               
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|CASH FLOWS FROM OPERATING ACTIVITIES:                                     
|Net Income (Loss) for the Period                                          
|Adjustments to reconcile net loss to net cash                             
|provided by operating activities: Forgiveness of debt                     
|Shares issued and Contributed Services                                    
|Changes in Operating Assets and Liabilities                               
|Increase in Accrued Interest                                              
|Increase (Decrease) in Accounts Payable & Accrued Expenses                
|Net Cash Used in Operating Activities                                     
|                                                                          
|CASH FLOWS FROM INVESTING ACTIVITIES:                                     
|Purchase of Property and Equipment                                        
|Net cash provided by Investing Activities                                 
|CASH FLOWS FROM FINANCING ACTIVITIES:                                     
|Repayment of Loans                                                        
|Cash overdraft                                                            
|Proceeds from Notes                                                       
|Proceeds from sale of stock                                               
|Net Cash Provided by Financing Activities                                 
|                                                                          
|Net (Decrease) Increase in Cash                                           
|Cash at Beginning of Period                                               
|Cash at End of Period                                                     
|                                                                          
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                         
|Cash paid during period:                                                  
|Interest                                                                  
|Franchise and Income Taxes                                                
|                                                                          
|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.









4









|WHOLEHEALTH
    PRODUCTS, INC.       
|-------------------------------------
|STATEMENT OF STOCKHOLDERS'
    EQUITY





|
|
|



|                                        |  | Common |             | Stock  |  |      |         | Retained |  | Deficit |            |      
|--------------------------------------- |  | ------ | ----------- | ------ |  | ---- | ------- | -------- |  | ------- | ---------- | -----
|                                        |  | Shares |             | Amount |  | APIC |         | Deficit  |  | Develop |            | Total
|Balance August 31, 2014                 |  |        | 122,826,003 |        |  |      | 122,826 |          |  |         | 49,882,104 |      
|                                        |  |        |             |        |  |      |         |          |  |         |            |      
|Shares issued for Services              |  |        | 47,330,876  |        |  |      | 47,331  |          |  |         | 1,922,727  |      
|Shares issued for Cash                  |  |        | 1,943,581   |        |  |      | 1,944   |          |  |         | 44,306     |      
|Shares issued for cash previously rec’d |  |        | 3,087,223   |        |  |      | 3,087   |          |  |         | 84,836     |      
|Net loss                                |  |        | —           |        |  |      | —       |          |  |         | —          |      
|Balance August 31, 2015                 |  |        | 175,187,683 |        |  |      | 175,188 |          |  |         | 51,933,973 |      
|Shares issued for services              |  |        | 15,000,000  |        |  |      | 15,000  |          |  |         | 270,000    |      
|Shares issued for services              |  |        | 94,200,000  |        |  |      | 94,200  |          |  |         | 1,695,599  |      
|Shares issued for services              |  |        | 7,500,000   |        |  |      | 7,500   |          |  |         | 135,000    |      
|Shares issued for services              |  |        | 39,765,909  |        |  |      | 39,766  |          |  |         | 715,786    |      
|Shares issued for debt                  |  |        | 300,000     |        |  |      | 300     |          |  |         | 700        |      
|Net loss for year                       |  |        |             |        |  |      |         |          |  |         |            |      
|Balance August 31, 2016                 |  |        | 331,953,592 |        |  |      | 331,954 |          |  |         | 54,751,058 |      
|Shares issued                           |  |        | 55,000,000  |        |  |      | 55,000  |          |  |         | 990,000    |      
|Net loss for the period                 |  |        |             |        |  |      |         |          |  |         |            |      
|Balance February 28, 2017               |  |        | 386,953,592 |        |  |      | 386,954 |          |  |         | 55,741,058 |      
|Shares issued                           |  |        | 81,192,217  |        |  |      | 81,192  |          |  |         | 1,461,456  |      
|Net loss for the period                 |  |        |             |        |  |      |         |          |  |         |            |      
|Balance May 31, 2017                    |  |        | 468,145,809 |        |  |      | 468,146 |          |  |         | 57,202,514 |      







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





5







WHOLEHEALTH PRODUCTS, INC

(FORMERLY GULF WESTERN PETROLEUM INC.)

NOTES TO FINANCIAL STATEMENTS

May 31, 2017



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 was engaged in
the acquisition, exploration and development of oil and natural gas reserves in the United States.



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.



The financials included herein have not been
reviewed or audited by a qualified PCAOB firm and have been prepared by Management. The Company has been suspended from trading
and is seeking to reinstate itself. There is no guarantee it will occur.



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



Management
further
acknowledges
that it is solely responsible for
adopting sound
accounting practices, establishing
and maintaining a system of internal accounting
control and preventing
and detecting fraud. The Company’s
system of internal
accounting
control is designed
to assure,
among other items,
that 1) recorded
transactions
are valid; 2) valid transactions are
recorded; and 3) transactions
are recorded
in the proper period
in a timely manner
to produce financial
statements which present
fairly the financial
condition,
results of operations
and cash flows of the
Company for the
respective periods being presented



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.





6





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.                                             
|        |  | 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
May 31, 2017.



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



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.



7





The Company determined that there were no impairments
of long-lived assets as of May 31, 2017.



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) the collectability is reasonably assured.



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 May 31, 2017.







8





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.



Advertising Costs



The Company expenses the cost of advertising
and promotional materials when incurred. Total Advertising costs were $0 for nine month period ended May 31, 2017 and 2016.



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.
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





9





NOTE 3 – GOING CONCERN



As reflected in the accompanying financial
statements, the Company had a net loss of $1,928,259 for the nine months ended May 31, 2017.



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 to its chief financial officer of $43,322.



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
non repayment.



NOTE 5 – NOTE PAYABLE



The Company is obligated on nine short term
loans, all past due except one, with three bearing interest at 15% and six 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, 2017 equals $138,859 and is shown on the balance sheet. Total interest
expense for the nine months ended May 31, 2017 was $24,939 which is shown on the statement of operations.



NOTE 6 – EQUITY



During the six months ended February 28, 2017,
55,000,000 shares were issued for services valued at market for $1,045,000.



During the three months ended May 31, 2017,
81,192,217 shares were issued for services valued at market for $1,542,648.



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 $0.70 and is exercisable anytime
within 5 years of issuance.





NOTE 7 – FORGIVENESS OF DEBT



The officers and directors agreed to forgive
accrued salary and benefits at February 28, 2017 for $762,828 which is shown as debt forgiveness on the statement of operations.



NOTE 8 – SUBSEQUENT EVENTS



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







10





Item 2. Management’s Discussion and
Analysis of Financial Condition and Results of Operations



THE FOLLOWING DISCUSSION SHOULD BE READ
IN CONJUNCTION WITH OUR UNAUDITED FINANCIAL STATEMENTS AND NOTES THERETO INCLUDED HEREIN. THIS DISCUSSION CONTAINS FORWARD-LOOKING
STATEMENTS, SUCH AS STATEMENTS RELATING TO OUR FINANCIAL CONDITION, RESULTS OF OPERATIONS, PLANS, OBJECTIVES, FUTURE PERFORMANCE
AND BUSINESS OPERATIONS. THESE STATEMENTS RELATE TO EXPECTATIONS CONCERNING MATTERS THAT ARE NOT HISTORICAL FACTS. THESE FORWARD-LOOKING
STATEMENTS REFLECT OUR CURRENT VIEWS AND EXPECTATIONS BASED LARGELY UPON THE INFORMATION CURRENTLY AVAILABLE TO US AND ARE SUBJECT
TO INHERENT RISKS AND UNCERTAINTIES. ALTHOUGH WE BELIEVE OUR EXPECTATIONS ARE BASED ON REASONABLE ASSUMPTIONS, THEY ARE NOT GUARANTEES
OF FUTURE PERFORMANCE AND THERE ARE A NUMBER OF IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. BY MAKING THESE FORWARD-LOOKING STATEMENTS, WE DO NOT UNDERTAKE TO UPDATE
THEM IN ANY MANNER EXCEPT AS MAY BE REQUIRED BY OUR DISCLOSURE OBLIGATIONS IN FILINGS WE MAKE WITH THE SECURITIES AND EXCHANGE
COMMISSION UNDER THE FEDERAL SECURITIES LAWS. OUR ACTUAL RESULTS MAY DIFFER MATERIALLY FROM OUR FORWARD-LOOKING STATEMENTS.



THE COMPANY'S FINANCIAL STATEMENT AS
OF MAY 31, 2017 INCLUDES A "GOING CONCERN" DISCLOSURE NOTE THAT DESCRIBES SUBSTANTIAL DOUBT ABOUT THE COMPANY'S ABILITY
TO CONTINUE AS A GOING CONCERN.



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 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.



Revenues

There were no revenues during the nine
month period ended May 31, 2017 and May 31, 2016.



Investor Relations



For the nine month period ended May 31, 2017
the Company issued stock for services for investor relations of $2,587,648 compared to $2,217,299 for the proceeding nine month
period ended May 31, 2016 an increase of $370,349. The reason for the reduction was a reduction in issuance of such shares for
services.



For the three month period ended May 31, 2017
compared to the prior period $1,542,648 was incurred compared to $142,000 for the same reason.









11





Consulting Expenses



During the nine month period ended May 31,
2017 the Company incurred $36,699 in consulting cost compared to zero in the three months ended May 31, 2017 and all of the previous
period. The reason for the increase was the fact the Company is becoming more active in its operations.



General and Administrative Expenses



During the nine months ended May 31, 2017 the
Company incurred $57,801 in expenses which mere mostly professional fees incurred to begin the process to get relisted compared
to the prior year of $182,961 which was for accrued compensation for its officers and directors which ended in May of 2016.



For the three months ended May 31, 2017, $2,917
was incurred mostly for professional fees compared to $0 in the prior year period.

Forgiveness of Debt



During the period the Company recognized $762,828
in debt forgiveness related to compensation.



Net Loss



The Company loss for the nine months was $1,928,259
which was lower than the prior year of $2,425,199 or a difference of $496,940. The reason for the reduction was less stock for
services and forgiveness of Debt.



Loss for the three months was $1,553,878 compared
to $150,813 or a difference of $1,403,065 again for the same two reasons above.



Liquidity and Capital Resources

As of May 31, 2017, the Company had
a deficiency in working capital of $598,497, which improved from $1,257,886 due to the forgiveness of debt which reduced the liabilities.

Off-Balance Sheet Arrangements



We do not have any off-balance
sheet arrangements.



Item 3. Quantitative and Qualitative Disclosures
About Market Risk.

You should carefully consider these
factors that may affect future results, together with all of the other information included in this Form 10-Q, 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 operations.  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-Q.  These are statements
that relate to the Company’s expectations for future events and time periods.  Generally, the words “anticipate,”
“expect,” “intend,” 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.



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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 or 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, will be available as needed or if available, on terms favorable to the Company. Additionally, any future 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.

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 funding may jeopardize its
ability to continue the business and its operations.

Unpredictability of Future Revenues:
 Potential Fluctuations 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 volume and timing of orders and on the Company’s ability to fulfill such orders, both of which
are difficult to forecast.  The Company Corp. 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 immediate
adverse effect on the Company’s business, prospects, financial condition and results of operations. Further, as a strategic
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.

The Company may experience significant
fluctuations in future operating results due to a variety of factors, many of which are outside the Company’s control.  Factors
that may affect operating results include:  (i) ability to obtain and retain customers, (ii) attract new customers at
a steady rate and maintain customer satisfaction with products, (iii) the announcement or introduction of new services by
Wholehealth Products, Inc. or its competitors, (iv) price competition, (v) the level of use and consumer acceptance of
its products, (vi) the amount and timing of operating costs and capital expenditures relating to expansion of the business, operations
and infrastructure, (vii) governmental regulations, and (viii) general economic conditions.

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.







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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 have reduced demand for the Company’s
products and harmed 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.

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 bases.







14





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 expenses.

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.

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.’
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.



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Item 4. Controls and Procedures.

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 Quarterly Report
on Form 10-Q, 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 quarterly report have been prepared in accordance
with generally accepted accounting principles and are as free of fraud as best as 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 May 31, 2017, 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:





16









-       pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our
assets;



-       provide
reasonable assurance that 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 become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



In connection with the preparation of this
Quarterly Report on Form 10-Q for the period ended May 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 May 31, 2017 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 Officer, have concluded the
design and operation of our internal controls and procedures are not effective as of May 31, 2017.



Because of these material weaknesses, Management
has concluded the Company did not maintain effective internal control over financial reporting as of May 31, 2017, 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.





PART II - OTHER INFORMATION

| | Item 1. | 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.



Item 1A. Risk Factors

Not applicable.

| | Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds.
| | ------- | ------------------------------------------------------------

During the nine months ended May 31, 2017 81,192,217
shares were issued for services valued at market for $1,542,648.



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 $0.70 and is exercisable anytime
within 5 years of issuance.



17





Item 3. Defaults Upon Senior Securities.

None

Item 4. Mining Safety Disclosures.

None

Item 5. Other Information.

As of the date of this report, the
Company has not engaged an independent certified accounting firm.

| | Item 6. | Exhibits.
| | ------- | ---------

|        |                                                                                                    |                | Incorporated by reference
|------- | -------------------------------------------------------------------------------------------------- | -------------- | -------------------------
|Exhibit | Exhibit Description                                                                                | Filed herewith | Form                     
|3.1     | Articles of Incorporation                                                                          |                | SB-2                     
|3.2     | Certificate of Amendment to the Articles of Incorporation                                          |                | SB-2/A                   
|3.3     | Certificate of Amendment to the Articles of Incorporation                                          |                | S-8                      
|3.4     | Bylaws of the Company                                                                              |                | 8-A                      
|4.1     | Specimen of Stock Certificate                                                                      |                | S-8                      
|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              |                          





18





SIGNATURES

In accordance with
the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.



WHOLEHEALTH PRODUCTS, INC.





|Dated: August 14, 2017 |                                                                               
|---------------------- | ------------------------------------------------------------------------------
|                       | By: /s/ Richard A. Johnson
        Richard A. Johnson, Chief Financial Officer
|                       |                                                                               











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