The accompanying footnotes are an integral part
of these unaudited consolidated financial statements.
The accompanying footnotes are an integral part
of these unaudited consolidated financial statements.
The accompanying footnotes are an integral part
of these unaudited consolidated financial statements.
The accompanying footnotes are an integral part
of these unaudited consolidated financial statements.
The accompanying footnotes are an integral part
of these unaudited consolidated financial statements.
The accompanying footnotes are an integral part
of these unaudited consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022 (unaudited) and June 30, 2022
Note 1 – Nature and Continuance of Operations
Wearable Healthcare Solutions Inc. (the Company)
was incorporated as Medical Alarm Concepts Holding, Inc. on June 4, 2008, under the laws of the State of Nevada. The Company was formed
for the sole purpose of acquiring all of the membership units of Medical Alarm Concepts LLC, a Pennsylvania limited liability company
(“Medical LLC”). On May 26, 2016, the Company filed an Amended and Restated Articles of Incorporation with the Secretary of
State of the State of Nevada to change its name from “Medical Alarm Concepts, Inc.” to “Wearable Health Solutions, Inc.”
The Company provides mobile health (mHealth) products
and services to be used by customers in case of an emergency. As a provider of personal emergency devices, the Company provides innovative
wearable healthcare products, tracking services, and turn-key solutions that enable our users to be proactive with their health, as well
as safe and protected.
The Company’s flagship products are the
iHelp devices, the 3G and the next generation iHelp MAX™ – personal emergency alarm that are used to summon help in the event
of an emergency at home.
Basis of presentation
The accompanying interim consolidated financial
statements are unaudited, but in the opinion of management of Wearable Healthcare Solutions, Inc. (the Company), contain all adjustments,
which include normal recurring adjustments, necessary to present fairly the financial position at December 31, 2022, and the results of
operations and changes in shareholders’ deficit for the three and six months ended December 31, 2022 and cash flows for the six
months ended December 31, 2022. The balance sheet as of June 30, 2022, is derived from the Company’s audited financial statements.
Certain information and footnote disclosures normally
included in financial statements that have been prepared in accordance with generally accepted accounting principles have been condensed
or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, although management of the Company believes
that the disclosures contained in these financial statements are adequate to make the information presented therein not misleading. For
further information, refer to the financial statements and the notes thereto included in the Company’s Annual Report on this Form
10-K for the fiscal year ended June 30, 2022.
The results of operations for the three and six
months ended December 31, 2022, are not necessarily indicative of the results of operations to be expected for the full fiscal year ending
June 30, 2023.
Note 2 – Summary of Significant Accounting
Policies
Principles of Consolidation – The
consolidated financial statements include the accounts of the Company and its wholly-owned or controlled operating subsidiary: Medical
Alarm Concepts, LLC. All intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates – The preparation
of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”)
requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the
reporting period. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of management’s
estimates requires the exercise of judgment. The Company’s management evaluates these significant estimates and assumptions including
those related to the fair value of acquired assets and liabilities, stock-based compensation, income taxes, allowance for doubtful accounts,
long-lived assets, and inventories, and other matters that affect the consolidated financial statements and disclosures. Actual results
could differ from those estimates.
Cash and Cash Equivalents – For purposes
of the Statement of Cash Flows, the Company considers highly liquid investments purchased with an original maturity of three months or
less to be cash equivalents.
Accounts Receivable – The Company
estimates credit loss reserves for accounts receivable on an individual receivable basis. A specific impairment allowance reserve is established
based on expected future cash flows and the financial condition of the debtor. The Company charges off customer balances in part or in
full when it is more likely than not that we will not collect that amount of the balance due. The Company considers any balance unpaid
after the contract payment period to be past due. There are $32,911 and $-0- in accounts receivable net of allowances of $23,705 and $-0-
at December 31, 2022 and June 30, 2022, respectively.
Software Development for internal use -
The Company accounts for software development costs in accordance with applicable guidelines. Software development costs include payroll,
employee benefits, stock-based compensation expense, and other headcount-related expenses associated with product development. Software
development costs also include third-party development and programming costs, localization costs incurred to translate software for international
markets, and the amortization of purchased software code and services content. Such costs related to software development are included
in software development expense until the point that technological feasibility is reached. Once technological feasibility is reached,
such costs are capitalized and depreciated over the useful estimated lives of the software. For software modifications or developments,
the Company expenses the costs. The Company purchased its dealer portal for $50,000 on August 30, 2021 which is being depreciated over
5 years.
Concentration of Credit Risk - Financial
instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable.
The Company performs ongoing credit evaluations of its customers and maintains allowances for potential credit losses.
Recognition of Revenues – Recognition
of Revenues – In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 establishes
a single comprehensive model for entities to use in accounting for revenue arising from outside contracts with customers and supersedes
most of the existing revenue recognition guidance and notes that lease contracts with customers are a scope exception. ASU 2014-09 requires
an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration
to which an entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. On
August 12, 2015, the FASB issued ASU 2015-14 to defer the effective date of ASU 2014-09. Public business entities may elect to adopt the
amendments as of the original effective date; however, adoption is required for annual reporting periods beginning after December 15,
2017. The Company has adopted this pronouncement.
The Company’s revenues are derived principally
from utilizing new technology in the medical alarm industry to provide 24-hour personal response monitoring services and related products
to subscribers with medical or age-related conditions. The Company recognizes revenue when it is realized or realizable and earned. For
hardware sales, the Company recognizes revenues at a point in time when the product is shipped. Customers are billed on Net 30 terms.
For service revenue, the Company recognizes revenues over the term of the service contract and when the services are rendered. For customers
who pay several months at a time, the Company records revenues for the month’s services and the balance of funds to deferred revenues,
and records the balance of revenues as they become current.
| Schedule of revenues | |
| | |
| | |
| | |
| |
| | |
3 months ended December 31, | | |
6 months ended December 31, | |
| REVENUES | |
2022 | | |
2021 | | |
2022 | | |
2021 | |
| Hardware revenue | |
$ | 23,849 | | |
| 23,402 | | |
$ | 50,725 | | |
| 76,985 | |
| Service revenue | |
| 174,190 | | |
| 281,122 | | |
| 363,774 | | |
| 529,634 | |
| TOTAL REVENUES | |
$ | 198,039 | | |
| 304,524 | | |
$ | 414,499 | | |
| 606,619 | |
The following table discloses changes in unearned
revenue for the six months ended December 31, 2022 and 2021:
| Schedule of unearned revenue | |
| | |
| |
| | |
2022 | | |
2021 | |
| Balance at beginning of period - June 30, | |
$ | 80,880 | | |
$ | 108,298 | |
| Deferred revenue | |
| 84,241 | | |
| 120,313 | |
| Recognition of unearned revenue | |
| (96,115 | ) | |
| (133,596 | ) |
| Balance at the end of the period - December 31, | |
$ | 69,006 | | |
$ | 95,015 | |
Deferral of revenues at December 31, 2022 and
December 31, 2021 was $69,006 and $95,015, respectively. The deferred revenue represents quarterly and annual prepaid service fees, which
were invoiced and paid at the onset of customer service agreements and which pertain to service obligations not realized at December 31,
2022 and December 31, 2021, respectively. We have no agreements longer than 12 months.
Deferred Taxes – The Company accounts
for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are
determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted
tax rates and laws that will be in effect when 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 rates expected to apply to taxable income in the 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 operations in the period that includes the enactment date.
ASC 740, Income Taxes, requires a company to first
determine whether it is more likely than not (which is defined as a likelihood of more than fifty percent) that a tax position will be
sustained based on its technical merits as of the reporting date, assuming that taxing authorities will examine the position and have
full knowledge of all relevant information. A tax position that meets this more-likely-than-not threshold is then measured and recognized
at the largest amount of benefit that is greater than fifty percent likely to be realized upon effective settlement with a taxing authority.
The Federal and state income tax returns of the
Company for 2021, 2020, and 2019 are subject to examination by the Internal Revenue Service and state taxing authorities for three (3)
years from the date filed.
Fair value of financial instruments. The
Company measures its financial and non-financial assets and liabilities, as well as makes related disclosures, in accordance with FASB
Accounting Standards Codification No. 820, Fair Value Measurement (“ASC 820”), which provides guidance with respect to valuation
techniques to be utilized in the determination of fair value of assets and liabilities. Approaches include, (i) the market approach (comparable
market prices), (ii) the income approach (present value of future income or cash flow), and (iii) the cost approach (cost to replace the
service capacity of an asset or replacement cost). ASC 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques
used to measure fair value into three broad levels. The following is a brief description of those three levels:
Level 1: Observable inputs such
as quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted
prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets
and quoted prices for identical or similar assets or liabilities in markets that are not active.
Level 3: Unobservable inputs
in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from
valuation techniques in which one more significant inputs or significant value drivers are unobservable.
From time to time, our financial instruments include
cash, accounts payable and accrued expenses, convertible notes, lines of credit, and credit cards.
Research and Development - Research and
development costs are charged to operations as they are incurred. Legal fees and other direct costs incurred in obtaining and protecting
patents are also expensed as incurred, due to the uncertainty with respect to future cash flows resulting from the patents. For the three
and six months ended December 31, 2022 and 2021, the Company recorded $-0- and $71,212 and $2,180 and $270,212 in research and development
costs, respectively.
Basic and Diluted Loss per Common Share - Basic
loss per common share excludes dilution and is computed by dividing loss available to common stockholders by the weighted average number
of common shares outstanding during the period of computation. Diluted loss per share gives effect to all potential dilutive common shares
outstanding during the period of compensation. Diluted income (loss) per share reflects the potential dilution that could occur if securities
or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that
would then share in the net income of the Company, subject to anti-dilution limitations.
| Schedule of anti-dilutive shares |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Basis of conversion |
|
Dilution |
|
2022 |
|
|
2021 |
|
| Series A Convertible |
|
688 shares outstanding |
|
1 share A: 2 shares |
|
|
1,376 |
|
|
|
1,376 |
|
| Series B Convertible |
|
9,938 shares outstanding |
|
1 share B: 2 shares |
|
|
19,876 |
|
|
|
19,876 |
|
| Series C Convertible |
|
6,838,889 shares outstanding |
|
1 share C: 10 shares |
|
|
68,388,890 |
|
|
|
68,388,890 |
|
| Series D Convertible |
|
425,000 shares outstanding |
|
1 share D: 10 shares |
|
|
4,250,000 |
|
|
|
4,250,000 |
|
| Series E Convertible |
|
4,000,000 shares outstanding |
|
1 share E: 100 shares |
|
|
400,000,000 |
|
|
|
400,000,000 |
|
| |
|
|
|
|
|
|
472,660,142 |
|
|
|
472,660,142 |
|
The Company has incurred losses for the past two
years, as a result, the basic and diluted share bases will be presented as the same. For the three-month periods ended December 31, 2022
and 2021, the Company incurred losses of ($0.00035) and ($0.00036) per basic share and diluted share, respectively. For the six months
ended December 31, 2022 and 2021, the Company incurred losses of ($0.00085) and ($0.00980) per basic share and diluted share, respectively.
Recent Accounting Pronouncements
In December 2019, the FASB issued ASU 2019-12,
Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes. The update is intended to simplify the current rules regarding
the accounting for income taxes and addresses several technical topics including accounting for franchise taxes, allocating income taxes
between a loss in continuing operations and in other categories such as discontinued operations, reporting income taxes for legal entities
that are not subject to income taxes, and interim accounting for enacted changes in tax laws. The new standard is effective for fiscal
years beginning after December 15, 2020; however, early adoption is permitted. The Company does not expect the adoption of this standard
have a material impact on the consolidated financial statements.
In August 2020, the FASB issued ASU No. 2020-06,
Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06), which simplifies the accounting for
certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s
own equity. Among other changes, ASU 2020-06 removes from U.S. GAAP the liability and equity separation model for convertible instruments
with a cash conversion feature, and as a result, after adoption, entities will no longer separately present in equity an embedded conversion
feature for such debt. Similarly, the embedded conversion feature will no longer be amortized into income as interest expense over the
life of the instrument. Instead, entities will account for a convertible debt instrument wholly as debt unless (1) a convertible instrument
contains features that require bifurcation as a derivative under ASC Topic 815, Derivatives and Hedging, or (2) a convertible debt instrument
was issued at a substantial premium. Among other potential impacts, this change is expected to reduce reported interest expense, increase
reported net income, and result in a reclassification of certain conversion feature balance sheet amounts from shareholders’ equity
to liabilities as it relates to the Company’s convertible senior notes. Additionally, ASU 2020-06 requires the application of the
if-converted method to calculate the impact of convertible instruments on diluted earnings per share (EPS), which is consistent with the
Company’s accounting treatment under the current standard. ASU 2020-06 is effective for fiscal years beginning after December 15,
2021, with early adoption permitted for fiscal years beginning after December 15, 2020, and can be adopted on either a fully retrospective
or modified retrospective basis. The Company early adopted the ASU on July 1, 2022, the beginning of its fiscal year.
The Company reviewed all recent accounting pronouncements
issued by the FASB (including its Emerging Issues Task Force), the AICPA and the SEC, and they did not or are not believed by management
to have a material impact on the Company’s present or future financial statements.
Note 3 – Going Concern
The accompanying consolidated financial statements
for the three and six months ended December 31, 2022 and 2021 have been prepared on a going concern basis, which contemplates the realization
of assets and the settlement of liabilities and commitments in the normal course of business. As at December 31, 2022 and June 30, 2022,
the Company has shown losses for the last two years and has an accumulated deficit of ($40,711,940) and ($39,423,382), respectively.
During the six months ended December 31, 2022,
the Company has net cash used in operating activities of $1,055,780 as well as stock compensation non-cash expense of $195,266 and a net
loss of $1,288,558. The Company had net cash flow of $1,040,191 from financing activities in the six months ended December 31, 2022, which
resulted in a working capital deficit of $2,430,294 as of December 31, 2022. If the Company is unable to raise additional adequate capital,
it could be forced to cease operations.
Management believes that the Company’s capital
requirements will depend on many factors including the success of the Company’s development efforts and its efforts to raise capital.
Management also believes the Company needs to raise additional capital for working capital purposes. There can be no assurance that the
Company will be able to obtain the additional capital resources necessary to implement its business plan or that any assumptions relating
to its business plan will prove accurate.
These factors raise substantial doubt about our
ability to continue as a going concern for a period of 12 months from the issue date of this report. The consolidated financial statements
of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and
classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.
Note 4 – Inventory, Prepaid Inventory,
and Prepaid Expenses
The Company maintains some inventory in its warehouse
and purchases some of its inventory overseas. Inventories, except for stock in transit, are stated at lower of cost and net realizable
value. Stock in transit is valued at cost comprising invoice value plus other charges thereon. Net realizable value is the estimated selling
price in ordinary course of business less estimated costs of completion and selling expenses. The quantity of inventory may vary from
time to time depending on the delivery schedule of overseas shipments.
As of December 31, 2022 and June 30, 2022, the
Company had $64,170 and $7,064 in inventory, respectively, as well as $-0- and $62,040 in prepaid inventory, respectively.
As of December 31, 2022 and June 30, 2022, the
Company had $3,900 and $-0- in prepaid expenses, respectively.
Note 5 – Property and Equipment
The Company has $20,000 in furnishings, $19,689
in office computers and equipment, and capitalized software development costs of $45,900 which are fully depreciated. On August 30, 2021,
the Company purchased its dealer portal for $50,000 for internal use, amortized over 60 months. On September 26, 2022, the Company purchased
used furniture for $9,442 for its office warehouse located in Mequon, WI and the Company is depreciating the used furniture over 36 months.
As of December 31, 2022 and June 30, 2022, the
Company recorded $45,262 and $41,651 in net Property and Equipment, respectively:
| Schedule of property, plant and equipment | |
| | |
| |
| | |
December 31, 2022 | | |
June 30, 2022 | |
| Furniture | |
$ | 29,442 | | |
$ | 20,000 | |
| Office computers, equipment, software | |
| 19,689 | | |
| 19,689 | |
| Software development costs | |
| 45,900 | | |
| 45,900 | |
| Dealer Portal | |
| 50,000 | | |
| 50,000 | |
| Property, plant, and equipment | |
| 145,031 | | |
| 135,589 | |
| Less accumulated depreciation | |
| (99,769 | ) | |
| (93,938 | ) |
| Net property, plant, and equipment | |
$ | 45,262 | | |
$ | 41,651 | |
Note 6 – Accounts payable and accrued
expenses and liabilities
The Company recorded Accounts Payable of $45,861
and $57,940, directly related to operating costs, as of December 31, 2022 and June 30, 2022, respectively.
Accrued expenses and other current liabilities
are expenses that have been incurred but not yet paid, and mainly include legal fees, audit fees and other professional fees as well as
accrued interest in connection with the credit line and notes payable. The Company recorded $404,021 and $374,278 in accrued expenses
and other current liabilities as of December 31, 2022 and June 30, 2022, respectively.
Note 7 – Notes Payable and Note payable-other
Notes payable consists of notes payable from
our subsidiary, notes payable-other, convertible notes payable, notes payable for stock purchases under Reg A, short term notes payable,
and notes payable-BOAPIN portal, as follows:
| Schedule of short term notes payable | |
| | | |
| | |
| | |
December 31, 2022 | | |
June 30, 2022 | |
| Notes from subsidiary | |
$ | 159,134 | | |
$ | 174,243 | |
| Notes payable – Reg A deposits | |
| 138,856 | | |
| 138,856 | |
| Short term bridge loan | |
| 100,000 | | |
| 100,000 | |
| Total Notes Payable | |
$ | 397,990 | | |
$ | 413,099 | |
Notes Payable - subsidiary
The Company has various loans and credit lines
outstanding. The credit line carries an interest rate of 6.24%.
The bank loans carry interest rates varying between 9.24%
– 10.90%.
| Schedule of notes payable | |
| | | |
| | |
| | |
December 31, 2022 | | |
June 30, 2022 | |
| Wells Fargo Loan | |
$ | 8,770 | | |
$ | 8,770 | |
| On Deck Loan | |
| 139,569 | | |
| 139,569 | |
| Susquehanna Salt Loan | |
| – | | |
| 10,500 | |
| Prosper Loans | |
| 9,994 | | |
| 9,994 | |
| Marcus Loan | |
| 801 | | |
| 5,410 | |
| Total Notes from Subsidiary (See Table Above) | |
$ | 159,134 | | |
$ | 174,243 | |
Short term bridge loan - COHEN
On July 31, 2020, the Company secured a $500,000
short term bridge loan from an unaffiliated individual (“COHEN”), 12% interest, due and payable October 20, 2020. The loan
is currently in default and continues to accrue interest at 12%.
On August 19, 2021, the Company repaid $300,000
of principal and in November 2021, the Company repaid an additional $100,000 in principal.
At December 31, 2022 and June 30, 2022, the Company
recorded a short term note payable of $100,000, respectively. During the three and six months ended December 31, 2022, the Company expensed
$3,000 and $6,000 in interest expense, respectively. During the three and six months ended December 31, 2021, the Company expensed $4,668
and $15,649, respectively. The accrued interest payable at December 31, 2022 and June 30, 2022 was $82,677 and $76,677, respectively.
These notes are included in the Notes payable total on the Company’s balance sheet.
Note payable – stock purchases under
Reg A
In March 2021 and June 2021, the Company accepted
payments of $115,000 for stock purchases under the Reg A filing from two unaffiliated investors, pending blue sky registrations in two
states. In July 2021, the Company accepted loans totaling $20,000 from two unaffiliated investors pending blue sky registrations in two
additional states. The notes mature in one year and bear interest at 5%. The full amount of the note plus interest is convertible at the
Reg A fixed price of $0.01, when possible.
In October 2021, the Company accepted a loan of
$5,000 from two unaffiliated investors pending blue sky registrations in two additional states.
At December 31, 2022 and June 30, 2022, the Company
has recorded $138,856 and $138,856 in notes payable for stock purchases under Reg A. During the three and six months ended December 31,
2022, the Company recorded interest expense of $2,700 and $5,400, respectively. During the three and six months ended December 31, 2021,
the Company recorded interest expense of $2,700 and $8,736, respectively. The accrued interest payable at December 31, 2022 and June 30,
2022 was $17,707 and $12,307, respectively. These notes are included in the Notes payable total on the Company’s balance sheet.
Note Payable – Other
In November, 2016, the Company secured a $50,000
loan from a party related to a previous CEO, bearing 4% interest, the loan maturing after a successful money raise of $1,000,000 through
the acquisition of convertible notes payable (See BENZA, D2CF). The $1,000,000 fundraising was never completed, and the Company has been
accruing interest on the original principal amount at 4% since inception. On July 22, 2021, the Company filed suit for damages and the
party filed a countersuit on August 26, 2021. There has been no resolution to this situation, and we continue to accrue interest at the
face amount.
During the three and six months ended December
31, 2022, the Company recorded interest expense of $500 and $1,000, respectively. During the three and six months ended December 31, 2021,
the Company recorded interest expense of $500 and $1,000, respectively. The accrued interest payable at December 31, 2022 and June 30,
2022 was $12,282 and $11,282, respectively. These notes are included in the Notes payable total on the Company’s balance sheet.
Convertible note payable – BENZA,
D2CF
On March 1, 2016 and March 3, 2016, the Company
closed a private placement of debt and received an aggregate of $612,500 by issuing $13,750 (“B2CF”) and $660,000 (“BENZA”)
unsecured convertible notes (“convertible notes”) and warrants to two investors, net of original issue discount of $61,250
per the subscription agreements, maturity at March 1, 2017 and March 3, 2017, respectively, bearing 0% interest and 18% default interest.
The notes are currently in default, and all outstanding warrants have expired.
The Company is currently in negotiations to settle
the $660,000 BENZA loan with principles in the company, although there has been no settlement to date.
As of December 31, 2022 and June 30, 2022, the
Company reported $673,750 and $673,750 in convertible notes payable, respectively.
Convertible Note – Leonite Capital,
LLC
On December 5, 2022, the Company, (the “Borrower”),
received $250,000 on issuing the first tranche of $1,000,000 senior secured convertible note (“Leonite Convertible Note”)
from Leonite Capital, LLC, a Delaware limited liability company (“Leonite”), net of an original issue discount of $62,500.
The term of the convertible note is fifteen months from the date of closing and matures on March 5, 2024. The Company is required to only
pay interest expense on a monthly basis for the first six months of the term. During the three and six months ended December 31, 2022,
the Company accrued $2,382 of interest expense related to the convertible notes. The Company will begin making nine equal amortization
payments of $34,722 commencing in the month of July 2023. The last three months of the scheduled amortization payments are recorded as
long-term convertible notes totaling $104,167 on the Company’s balance sheet at December 31, 2022. The Company is required to issue
15,000,000 commitment shares valued at $78,000 to Leonite of which $28,064 was charged to common stock to be issued. In addition, the
Company also paid Leonite $10,000 for legal fees incurred by Leonite related to this transaction. The commitment shares and the legal
fees have been recorded as deferred debt issuance costs totaling $59,936. The Company amortized $3,480 of the deferred debt issuance costs
during the three and six months ended December 31, 2022 and the Company also amortized $3,629 of the original issue discount during the
three and six months ended December 31, 2022. The Leonite Convertible Note bears annual interest at the greater of 10% or the Prime Rate
plus three percent (3%). The Leonite Convertible Note is convertible into shares of the Company’s common stock at a conversion price
equal to $0.007 per share with anti-dilution features.
Credit line – MediPendant New York
Inc.
On September 30, 2014, our subsidiary entered
into a line of credit with Medi Pendant New York, Inc. (“MNY”), which is partially owned by a principal of its subsidiary.
Under the line of credit agreement, the Company will be able to borrow up to $500,000 with the rate of interest of 6.5% per annum. The
maturity date of the credit line is September 30, 2017, with a one-year extension to September 30, 2018. On January 31, 2015, the limit
on the line of credit was increased to $500,000 with same interest rate and due date. The company issued 200,000 shares of common stock
to one of the owners of MNY as consideration for the increase of line of credit. These shares were issued on October 19, 2015 and value
at $28,000 which was the fair market value at the grant date.
As of December 31, 2022 and June 30, 2022, the
Company has recorded $397,500 and $397,500 in outstanding line of credit balance, respectively.
Debt settlement – On Deck, Susquehanna,
MCA Cure
In 2019, our subsidiary engaged MCA CURE to negotiate
settlements with two creditors: On Deck and Susquehanna Salt, noted in the table above. The Company ceased paying the loan payments and
paid to MCA Cure $43,875 in 2019 and $47,000 in 2020, at which point the Company was contacted and MCA Cure assured they had enough funds
to negotiate with the creditors. In 2020, the Company discovered MCA Cure had not performed when bank accounts were levied for $33,705
by the creditors. $18,705 was subsequently refunded by the collection firm. On September 30, 2020, the bank accounts were again levied
for additional funds. Currently the Company has a settlement agreement in place with Susquehanna Salt Loan, and has booked a reserve against
the $90,875 funds paid to MCA Cure. The Company has hired an attorney and is making every effort to recover funds and damages from MCA
Cure. To date, there has been no resolution to the situation. As of December 31, 2022 and June 30, 2022, the Company recorded $-0- and
$-0- in prepaid fund to MCA Cure, and $139,569 and $139,569 in indebtedness to On Deck. The Company negotiated a settlement with Susquehanna
Salt for the loan balance, and as of December 31, 2022 and June 30, 2022, the Company recorded indebtedness to Susquehanna Salt of $-0-
and $10,500, respectively.
Note 10 – Stockholders’ Deficit
Preferred Stock:
The Company is currently authorized to issue 25,000,000
shares of preferred stock, par value of $0.0001.
Series A Convertible Preferred Stock:
The Company is currently authorized to issue up to 100,000 shares of Series A Convertible Preferred Stock, par value $0.0001 per share,
convertible at a ratio of 1 share of Series A Convertible Preferred Stock for 2 shares of common stock. These shares have no voting rights.
As of December 31, 2022 and June 30, 2022, 688 shares of Series A Convertible Preferred Stock were issued and outstanding, respectively.
Series B Convertible Preferred Stock:
The Company is currently authorized to issue up to 62,500 shares of Series B Convertible Preferred Stock, par value $0.0001 per share,
convertible at a ratio of 1 share of Series B Convertible Preferred Stock for 2 shares of common stock. These shares have voting rights
and vote on an “as converted” basis in actions required to have Series B Preferred Stockholder approval. As of December 31,
2022 and June 30, 2022, 9,938 shares of Series B Convertible Preferred Stock were issued and outstanding, respectively.
Series C Convertible Preferred Stock:
The Company is currently authorized to issue up to 6,944,445 shares of Series C Convertible Preferred Stock, par value $0.0001 per share,
convertible at a ratio of 1 share of Series C Convertible Preferred Stock for 10 shares common stock. These shares have voting rights
and vote on an “as converted” basis on all matters submitted to our Stockholders for approval.
The Company issued 6,700,003 shares for the BOAPIN
asset purchase; these shares were issued on September 1, 2020. As of December 31, 2022 and June 30, 2022, 6,838,889 shares of Series C
Convertible Preferred Stock were issued and outstanding, respectively.
Series D Convertible Preferred Stock:
The Company is currently authorized to issue up to 500,000 shares of Series D Convertible Preferred Stock, par value $0.0001 per share,
convertible at a ratio of 1 share of Series D Convertible Preferred stock for 10 shares of common stock. These shares have voting rights
and vote on an “as converted” basis in actions required to have Series D Preferred Stockholder approval. As of December 31,
2022 and June 30, 2022, 425,000 shares of Series D Convertible Preferred Stock were issued and outstanding, respectively.
Series E Convertible Preferred Stock:
The Company is currently authorized to issue up to 4,000,000 shares of Series E Convertible Preferred Stock, par value $0.0001 per share,
convertible at a ratio of 1 share of Series E Convertible Preferred Stock for 100 shares of common stock. Each of these shares carries
a voting right equivalent to 10,000 shares of common stock. The Company may not issue any other shares with extended voting rights.
During the year ended June 30, 2021, as part of
the change in control, 4,000,000 shares were returned to treasury to be canceled. In December 2020 the Company issued 1,000,000 shares
of Series E Convertible Preferred Stock accrued in the prior year and issued 450,000 shares of Series E Convertible Preferred Stock to
each of its two directors, 900,000 shares total, valued at $513,000 or $0.57 per share, accrued 100,000 shares of Series E Preferred stock
to be issued to directors for services, valued at $57,000 or $.57 per share, all pricing based on the conversion of one share of Series
E Convertible Preferred Stock for 100 shares of common stock and the price of the common stock on the date of accrual. During the year
ended June 30, 2022, the Company issued 1,000,000 shares of Series E Convertible Preferred shares to each of its two directors for services,
valued at $3,000,000 or $1.50 per share, and issued 50,000 shares to each of its two directors, previously accrued for at $57,000 or $0.57
per share. All shares were recorded at the quoted common stock price of the date of agreement or grant on an as-converted basis.
As of December 31, 2022 and June 30, 2022, 4,000,000
and 4,000,000 shares of Series E Convertible Preferred Stock were issued and outstanding, respectively
Common Stock:
The Company is currently authorized to issue 3,000,000,000
shares of common stock, par value of $0.0001 per share.
During the six months ended December 31, 2022,
the Company issued 6,950,000 shares to its officers as compensation (of which 6,162,500 shares were granted in a prior period), valued
at $101,262 or $.0146 per share; 5,000,000 shares to an employee as compensation, valued at $66,000 or $0.0132 per share; 21,500,000 shares
issued to investors, valued at $215,000 or $0.01 per share; and 5,000,000 shares issued for services, valued at $89,000 or $0.0178 per
share. All shares were recorded at the stock price of the date of agreement or grant.
During the six months ended December 31, 2022,
the Company also recorded shares to be issued of 6,950,000 to its officers as compensation, valued at $69,616 or $.0100 per share, and
shares to be issued of 65,000 to an employee as compensation, valued at $651 or $0.0100 per share. In addition, the Company recorded commitment
shares to be issued of 15,000,000 valued at $78,000 or $0.0052 per share to Leonite Capital LLC in connection with the issuance of convertible
notes on December 5, 2022. All shares were recorded at the stock price of the date of agreement or grant.
During the six months ended December 31, 2022,
the Company received proceeds totaling $629,500 in connection with the issuance of 68,262,500 shares of common stock. Of the total proceeds
received, $325,000 in proceeds was received from the issuance of 37,812,500 common shares that were issued under the terms of subscription
agreements at the contract price of $0.008. The remaining proceeds of $304,500 was received from the issuance of 30,450,000 common shares
that were issued under the terms of subscription agreements at the contract price of $0.01. These shares are yet to be issued as of December
31, 2022.
For the six months ended December 31, 2021, the
Company issued 7,000,000 common shares to employees and contractors for contractual bonuses, valued at $75,000 or $.0107 per share, accrued
5,000,000 shares in bonuses to be paid, valued at $52,500 or $.0105 per share, issued 66,418,431 for $260,000 in debt, $9,954 in interest,
and $9,000 in fees, valued at $677,707, accrued 450,000 to be issued for management compensation, valued at $4,920 an average of $.0109
per share, and sold 340,000,000 shares under the Reg A at $3,400,000 or $.01 per share, 10,000,000 of which were accrued to be issued
as of December 31, 2021. All shares were recorded at the quoted stock price of the date of agreement or grant.
As of December 31, 2022 and June 30, 2022, the
Company has 1,531,592,608 and 1,493,142,608 shares of common stock issued and outstanding, respectively.
Note 11 – Related Party Transactions
Note payable – BOAPIN purchase
In August 2020, and effective as of June 30, 2020,
the Company purchased the BOAPIN portal, including all software, licensing, and ownership rights from Hypersoft Ventures, Inc., a related
party through common ownership, for $800,200, which includes six million seven hundred thousand three (6,700,003) shares of Series C Convertible
Preferred stock, valued at $375,200 or $0.056 per share, based on the conversion of one share of Series C Preferred stock for 10 shares
of common stock and the stock price on the date of the transaction, and a note payable for $425,000, bearing eight percent (8%) interest
with no prepayment or delinquency clauses.
As of December 31, 2022 and June 30, 2022, the
Company has recorded a Note payable-BOAPIN of $170,000 and $170,000, respectively. During the three and six months ended December 31,
2022, the Company recorded interest expense of $3,428 and $6,856, respectively. During the three and six months ended December 31, 2021,
the Company recorded interest expense of $6,521 and $15,090, respectively. The accrued interest balance at December 31, 2022 and June
30, 2022 was $56,271 and $49,415, respectively.
Related party debt, net
From time to time, the Company received funds
from related parties for day-to-day operations. These are short-term loans which bear no interest, and the Company expects to repay these
loans by the end of the fiscal year following the year in which the short-term loan was made. The following table reflects the composition
of the related party debt, net balance at December 31, 2022 and June 30, 2022. The Company had a receivable from certain management employees
totaling $155,800 at June 30, 2022. The total receivable balance was subsequently collected by the Company on September 27, 2022.
| Schedule of related party transactions | |
| | | |
| | |
| | |
December 31, | | |
June 30, | |
| | |
2022 | | |
2022 | |
| Related parties – subsidiary | |
$ | 177,320 | | |
$ | 202,875 | |
| Due from related parties | |
| – | | |
| (155,800 | ) |
| Accrued salaries, bonus, fees | |
| 63,334 | | |
| 10,965 | |
| Total loans from related parties, net | |
$ | 240,654 | | |
$ | 58,040 | |
Note 12 – Commitments and contingencies
Legal Matters
From time to time, we may become involved in various
lawsuits and legal proceedings which arise in the ordinary course of business. 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.
| |
1) |
Wearable Health Solutions, Inc. v. Barry Honig, GRQ Consultants Inc., Benza Pharma LLC and John Does 1-10, Supreme Court of the State of New York County of New York, July 22, 2021. Company is disputing the validity of Notes from 3/2016 and seeking damages, reparations, and related costs. |
| |
|
|
| |
2) |
GRQ Consultants, Inc. v. Wearable Health Solutions, Inc., Supreme Court of the State of New York, County of New York, August 26, 2021, Parties are seeking summary judgment of $50,000 plus accrued interest in response to lawsuit by Company regarding $50,000 loan from 11/2016. |
| |
|
|
| |
3) |
Benza Pharma LLC, Sandor Capital, LP, and John Lemak v. Wearable Health Solutions, Inc., District Court, Clark County, Nevada, Parties are seeking summary judgment of $3,000,000 plus accrued interest in regards to convertible notes payable from March, 2016. The Company believes that there is a very low probability that it will pay this amount and as a result has not accrued for it on the Company’s balance sheet. (See Note 15) |
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|
|
| |
4) |
Medical Alarm Concepts LLC v. MCA Cure, LLC, Superior Court of New Jersey, Law Division, Morris County. Company is seeking return of payments for non-performance plus attorney fees and court costs. A settlement was reached between the parties whereby MCA Cure will pay an initial $10,000 and $6,500 each month until debt is satisfied in 2023 (See Note 14). |
Commitments and Contingencies. The Company
follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist
as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one
or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves
an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted
claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as
well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates that
it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would
be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not
probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate
of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally
not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon
information available at this time that these matters will have a material adverse effect on the Company’s financial position, results
of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s
business, financial position, and results of operations or cash flows.
Note 13 – Office/Warehouse lease
In February 2016, the FASB issued ASU 2016-02,
Leases (Topic 842), which supersedes the current accounting for leases and while retaining two distinct types of leases, finance and operating,
(1) requires lessees to record a right of use asset and a related liability for the rights and obligations associated with a lease,
regardless of lease classification, and recognize lease expense in a manner similar to current accounting, (2) eliminates most real
estate specific lease provisions, and (3) aligns many of the underlying lessor model principles with those in the new revenue standard.
Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. For public companies,
the new standard is effective for annual and interim periods in fiscal years beginning after December 15, 2018. For all other entities,
including emerging growth companies, this standard is effective for annual reporting periods beginning after December 15, 2019, and interim
periods within fiscal years beginning after December 2020.
The Company maintains its corporate office at
2901 W. Coast Highway, Suite 200, Newport Beach, CA 92663. The
Company currently pays $175 a month for its office space and the term is month-to-month. The Company’s subsidiary maintained a
warehouse office in Pennsylvania to facilitate inventory arrival and product shipment. The three-year lease at $1,100 per month expired
on September 30, 2021, and was renewed for 12 months at $1,300 per month beginning October 1, 2021 and expiring on September 30, 2022.
The subsidiary subsequently entered into a month-to-month arrangement with this office warehouse and then terminated the arrangement
and vacated the facility as of December 31, 2022. The Company entered into a new three-year lease agreement on September 9, 2022 for
new warehouse space located in Mequon, Wisconsin. The monthly rent for this new warehouse space is currently $1,325 per month for the
first twelve months of the lease agreement. Expenditures for the six months ending December 31, 2022 and 2021 are as follows:
| Schedule lease cost | |
| | |
| |
| | |
2022 | | |
2021 | |
| Rent expense | |
$ | 12,190 | | |
$ | 7,700 | |
The Company leased a fulfillment center in the
U.S., which was classified as an operating lease which subsequently expired on September 30, 2022. The Company determines if an arrangement
qualifies as a lease at the lease inception. Operating lease liabilities are recorded based on the present value of the future lease payments
over the lease term, assessed as of the commencement date. The Company’s real estate leases, which are for a fulfillment center,
generally have a lease term between 3 and 5 years. The Company’s leases are comprised of fixed lease payments and also include executory
costs such as common area maintenance, as well as property insurance and property taxes. The Company has elected to account for the lease
and non-lease components as a single lease component for its real estate leases. Lease payments, which may include lease components and
non-lease components, are included in the measurement of the Company’s lease liabilities to the extent that such payments are either
fixed amounts or variable amounts based on a rate or index (fixed in substance) as stipulated in the lease contract. Any actual costs
in excess of such amounts are expensed as incurred as variable lease cost.
The Company’s lease agreements generally
do not specify an implicit borrowing rate, and as such, the Company utilizes its incremental borrowing rate by lease term, in order to
calculate the present value of the future lease payments. The discount rate represents a risk-adjusted rate on a secured basis, and is
the rate at which the Company would borrow funds to satisfy the scheduled lease liability payment streams commensurate with the lease
term. The Company’s lease agreement for its warehouse space located in King of Prussia, Pennsylvania expired on September 30, 2022.
The Company has terminated the month-to-month arrangement and has vacated the warehouse located in King of Prussia, Pennsylvania as of
December 31, 2022. As a result, the Company entered into a new three-year lease agreement on September 9, 2022 for new warehouse space
located in Mequon, Wisconsin. The monthly rent which commenced in September 2022 is $1,325 per month and increases approximately 3% annually
thereafter. The discount rate used was determined based on the available data as of the lease commencement date. The Right-of-use (“ROU”)
asset value added as a result of this new lease agreement was $43,058. The Company’s ROU asset and lease liability accounts reflect
the inclusion of this new lease agreement on the Company’s consolidated balance sheet as of December 31, 2022.
Certain of the Company’s lease agreements,
primarily related to real estate, include options for the Company to either renew (extend) or early terminate the lease. Leases with renewal
options allow the Company to extend the lease term typically between 1 and 3 years. Renewal options are reviewed at lease commencement
to determine if such options are reasonably certain of being exercised, which could impact the lease term. When determining if a renewal
option is reasonably certain of being exercised, the Company considers several factors, including but not limited to, significance of
leasehold improvements incurred on the property, whether the asset is difficult to replace, or specific characteristics unique to the
particular lease that would make it reasonably certain that the Company would exercise such option. In most cases, the Company has concluded
that renewal and early termination options are not reasonably certain of being exercised by the Company (and thus not included in the
Company’s ROU asset and lease liability) unless there is an economic, financial or business reason to do so.
For the six months ended December 31, 2022, total
operating lease cost was $12,190 and is recorded in general and
administrative expenses, dependent on the nature of the leased asset. The operating lease cost is recognized on a straight-line basis
over the lease term. The following summarizes (i) the future minimum undiscounted lease payments under non-cancelable lease for each
of the next four years and thereafter, incorporating the practical expedient to account for lease and non-lease components as a single
lease component for our existing real estate leases, (ii) a reconciliation of the undiscounted lease payments to the present value of
the lease liabilities recognized, and (iii) the lease-related account balances on the Company’s consolidated balance sheet, as
of December 31, 2022:
| Schedule of future lease payments | |
| |
| Fiscal Year Ending June 30, | |
| |
| | |
| |
| 2023 | |
$ | 7,950 | |
| 2024 | |
| 16,250 | |
| 2025 | |
| 16,670 | |
| July & August 2025 | |
| 2,790 | |
| Total future minimum lease payments | |
| 43,660 | |
| Less imputed interest | |
| (4,734 | ) |
| Total present value of future minimum lease payments | |
$ | 38,926 | |
| Schedule of balance sheet related leases | |
| |
| As of December 31, 2022 | |
| |
| | |
| |
| Operating lease right-of-use assets | |
$ | 38,786 | |
| | |
| | |
| Accrued lease liability | |
| 13,256 | |
| Long-term lease liability | |
| 25,670 | |
| | |
$ | 38,926 | |
| | |
| | |
| As of December 31, 2022 | |
| | |
| | |
| | |
| Weighted Average Remaining Lease Term | |
| 2.67 years | |
| Weighted Average Discount Rate | |
| 8.44% | |
Note 14 – Other income - settlement
Settlement
In 2019, the Company engaged MCA Cure to negotiate
settlements with two note holders, and paid MCA Cure a total of $97,625. In 2020, the Company discovered MCA Cure had not performed when
bank accounts were levied for $33,705 and $18,705, being subsequently refunded, and engaged an attorney to recover funds. Currently the
Company has a settlement agreement in place with Susquehanna Salt Loan and has hired an attorney to recover funds and damages from MCA
Cure. In February 2022, a settlement was reached with MCA Cure for fees and attorney costs of $105,125, amortized at 1.5%, by which the
Company would receive an initial payment of $10,000, and $6,500 monthly until the debt is satisfied in May 2023, with stipulations for
any potential default. MCA Cure ceased making payments to the Company in the three month period ended December 2022, and as a result the
Company is currently in the process of reopening its legal case against MCA Cure.
For the six months ended December 31, 2022 and
2021, the Company recorded $19,500 and $-0- in other income related to this settlement agreement, respectively.
Note 15 – Subsequent Events
The Company evaluated events that have occurred after the balance sheet
date but before the financial statements are issued and determined that there are no material events that are required to be disclosed.
On January 27, 2023, the Company terminated the employment of Jennifer
Loria, the Chief Operating Officer of the Company’s operating subsidiary, Medical Alarm Concepts, LLC.
On February 3, 2023, the plaintiffs in the case of
Sandor Capital, LP and John Lemak v. Wearable Health Solutions, Inc., informed the Company that they would be discontinuing their legal
action against the Company.
On February 7, 2023, the Company issued 2,662,500 shares valued at
$28,846 or $0.011 per share to certain members of management. These shares were recorded at the stock price of the date of agreement or
grant.