WHOLEHEALTH PRODUCTS, INC.

WHOLEHEALTH PRODUCTS, INC. deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

Gulf Western Petroleum defaulted on its $3.7 million of secured convertible notes to Metage Funds and NCIM by failing to repay them at maturity on 10 September 2008, which pushed the rate to 18%. On 14 November Metage demanded payment in full by 25 November or delivery of the collateral, which is substantially all of the company's assets - $3.7 million of principal plus about $167,000 of accrued and default interest, rising $1,825 a day.

debt default or forbearance

Amerpro failed to close and pay under the farm-out deal by its extended deadline, so the company terminated the agreement, keeping only Amerpro's forfeited $100,000 deposit - losing the funding it needed just as its Texas lease neared expiration.

material agreement termination

Gulf Western Petroleum farmed out four planned wells on its Wharton County, Texas leases to Amerpro Industries, which would fund 100% of drilling costs in exchange for the bulk of the working interest; Amerpro also agreed to pay the company a $1.2 million fee for the opportunity.

farm in farm out agreement

Gulf Western Petroleum took on $3.7 million of senior secured convertible notes at a steep 15% interest rate from Metage Funds and NCIM Limited, pledging nearly all of its assets as collateral - expensive, all-asset-secured debt that would ultimately prove the company could not service.

capital raising announcement

The company bought a Kansas oil and gas prospect (the Mound Branch Property) for $6.8 million, paid mostly in stock and a convertible note, from Orbit Energy - a company owned by the company's own CEO and affiliated with its President, both of whom sat on its board, making this a related-party transaction.

asset acquisition disposition

The newly combined company raised $3.2 million by privately selling stock-and-warrant units at $1.00 each, funding to develop the oil and gas properties it had just acquired through the Wharton merger.

capital raising announcement

The Wharton Resources merger closed on January 3, 2007: Georgia Exploration (previously a company with only mineral claims in British Columbia and no operations) issued 30 million shares to Wharton's owners, cancelled 15.6 million founder shares, and became an oil and gas exploration company with Wharton's Texas, Kansas and Kentucky leases.

business combination

Georgia Exploration and Wharton Resources signed a definitive merger agreement: Wharton's shareholders would receive 30 million Georgia shares (plus warrant/note assumptions) and Wharton would end up a wholly-owned subsidiary of the renamed shell.

material agreement

Dormant Nevada shell Georgia Exploration signed a letter of intent to combine with Wharton Resources, a private Texas/Kansas/Kentucky oil and gas exploration company, in a reverse-merger structure that would turn the shell into an operating driller.

business combination