Form 10-Q - Quarterly report [Sections 13 or 15(d)]

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

Mark One

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to _______

COMMISSION FILE NO. 000-56368

WEARABLE HEALTH SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Nevada	26-3534190	3669
(State or Other Jurisdiction of	IRS Employer	Primary Standard Industrial
Incorporation or Organization)	Identification Number	Classification Code
		Number

2901 W. Coast Highway, Suite 200,

Newport Beach, CA 92663

(Address of principal executive offices)

Phone: 917-541-5884

(Registrant’s telephone number)

Indicate by checkmark whether the issuer: (1) has 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 ☐

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 ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐	Large accelerated filer	☐	Accelerated filer
☒	Non-accelerated filer	☒	Smaller reporting company
		☐	Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Class		Outstanding as of November 10, 2023
Common Stock, $0.0001		1,804,255,108

WEARABLE HEALTH SOLUTIONS, INC.

TABLE OF CONTENTS

PART I

Item 1.	Financial Statements	3

	Condensed Consolidated Balance Sheets as of September 30, 2023 (unaudited) and June 30, 2023	3
	Condensed Consolidated Statements of Operations for the Three Months Ended September 30, 2023 and 2022 (Unaudited)	4
	Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Three Months Ended September 30, 2023 and 2022 (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2023 and 2022 (Unaudited)	6
	Notes to the Condensed Consolidated Financial Statements (Unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24

Item 4.	Controls and Procedures	24

PART II

Item 1.	Legal Proceedings	26

Item 1A.	Risk Factors	27

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27

Item 3.	Defaults Upon Senior Securities	27

Item 4.	Mining Safety Disclosures	27

Item 5.	Other Information	27

Item 6.	Exhibits	28

	Signatures	29

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

Wearable Healthcare Solutions, Inc.

Condensed Consolidated Balance Sheets

As at September 30, 2023 and June 30, 2023


	September 30,			June 30,
	2023			2023
	(Unaudited)
ASSETS

Current Assets
Cash and cash equivalents	$	10,658		$	136,151
Accounts receivable, net		13,820			379
Inventory		8,555			8,555
Prepaid inventory		28,140			7,242
Total Current Assets		61,173			152,327
Property and equipment, net		35,402			38,689
Right-of-use assets		28,740			32,157
Total Assets	$	125,315		$	223,173

LIABILITIES AND SHAREHOLDERS' DEFICIT

COMMITMENTS AND CONTINGENCIES		–			–

Current Liabilities
Accounts payable	$	186,417		$	162,936
Accrued expenses and other current liabilities		494,764			517,067
Short-term lease liability		14,443			14,039
Related party debt, net		1,067,595			799,132
Deferred revenue		132,417			103,412
Line of credit		–			397,500
Notes payable		398,333			398,333
Notes payable - other		50,000			50,000
Notes payable - related party		170,000			170,000
Convertible notes Leonite, net		270,635			246,148
Convertible notes other		518,750			673,750
Stock subscription liability		249,500			249,500
Total Current Liabilities		3,552,854			3,781,817
Long-term lease liability		14,717			18,468
Total Liabilities		3,567,571			3,800,285

SHAREHOLDERS' DEFICIT
Series A Convertible Preferred Stock: $0.0001 par value; 100,000 shares authorized, 688 shares issued and outstanding as of both September 30,2023 and June 30, 2023		1			1
Series B Convertible Preferred Stock: $0.0001 par value; 62,500 shares authorized, 9,938 shares issued and outstanding as of both September 30,2023 and June 30, 2023		1			1
Series C Preferred Stock: $0.0001 par value; 6,944,445 shares authorized, 6,838,889 shares issued and outstanding as of September 30,2023 and June 30, 2023, respectively		684			684
Series D Preferred Stock: $0.0001 par value; 500,000 shares authorized, 425,000 shares issued and outstanding as of both September 30,2023 and June 30, 2023		43			43
Series E Preferred Stock: $0.0001 par value; 4,000,000 shares authorized, 4,000,000 shares issued and outstanding as of September 30,2023 and June 30, 2023, respectively		400			400
Common stock: $0.0001 par value; 3,000,000,000 shares authorized, 1,804,255,108 and 1,566,255,108 shares issued and outstanding as of September 30, 2023 and June 30, 2023, respectively		180,425			156,625
Common stock to be issued 48,725,832 and 169,767,499 shares as of September 30, 2023 and June 30, 2023, respectively		216,289			604,335
Additional paid-in capital		37,952,848			37,472,648
Accumulated deficit		(41,792,947	)		(41,811,849	)
Total Shareholders' Deficit		(3,442,256	)		(3,577,112	)
Total Liabilities and Shareholders' Deficit	$	125,315		$	223,173

The accompanying footnotes are an integral part of these unaudited condensed consolidated financial statements.

Wearable Healthcare Solutions, Inc.

Condensed Consolidated Statements of Operations

For the Three Months Ended September 30, 2023 and 2022

(unaudited)


	Three Months Ended September 30,
	2023			2022
Revenue	$	142,412		$	216,460
Cost of sales		(50,127	)		(120,002	)
Gross profit		92,285			96,458

Operating expenses
Selling expense		285			190,010
Depreciation		3,287			2,544
Research and development expense		15,200			2,180
Consulting and professional fees		125,185			42,314
Insurance		12,136			29,192
Rent		4,080			5,410
Salaries and wages		187,940			502,856
General and administrative		79,903			81,977
Total operating expenses		428,015			856,483

Loss from operations		(335,731	)		(760,025	)

Other income / (expense), net
Other income		–			19,500
Interest income		–			1,500
Gain on debt extinguishment		397,500			–
Interest expense		(42,867	)		(9,742	)
Total other income (expense), net		354,633			11,258

Net income (loss) before income taxes		18,902			(748,767	)
Income taxes		–			–
Net income (loss)	$	18,902		$	(748,767	)

Net income (loss) per common share - Basic	$	0.00		$	(0.00	)
Net income (loss) per common share - Diluted	$	0.00		$	(0.00	)

Weighted average common shares outstanding - Basic		1,648,325,760			1,517,790,978
Weighted average common shares outstanding - Diluted		2,169,711,734			1,517,790,978

The accompanying footnotes are an integral part of these unaudited condensed consolidated financial statements.

Wearable Healthcare Solutions, Inc.

Condensed Consolidated Statements of Shareholders’ Deficit

For the Three Months Ended September 30, 2023 and 2022

(unaudited)

Series A

Series B

Series C

Series D

Amount

Balance at June 30, 2022

688

9,938

6,838,889

684

425,000

Loss for the period

–

Common stock for compensation

–

Common stock to be issued for compensation

–

Common stock for officer compensation

–

Common stock to be issued for officer comp

–

Shares issued for services

–

Shares sold for cash - prior quarter

–

Shares sold for cash - current quarter

–

Payment of subscription receivable

–

Balance at September 30, 2022

688

9,938

6,838,889

684

425,000

Balance at June 30, 2023

688

9,938

6,838,889

684

425,000

Income for the period

–

Common stock for officer compensation

–

Shares sold for cash - prior quarter

–

Shares sold for cash - current quarter

–

Balance at September 30, 2023

688

9,938

6,838,889

684

425,000


	Series E				Common Stock				Common Stock to be issued						Additional Paid in Capital		Accumulated			Total Shareholders'
	Shares		Amount		Shares		Amount		Shares			Amount			Amount		Deficit			Deficit

Balance at June 30, 2022		4,000,000	$	400		1,493,142,608	$	149,314		35,602,500		$	407,677		$	36,773,035	$	(39,423,382	)	$	(2,092,227	)
Loss for the period		–		–		–		–		–			–			–		(748,767	)		(748,767	)
Common stock for compensation		–		–		5,000,000		500		(2,000,000	)		(30,000	)		65,500		–			36,000
Common stock to be issued for compensation		–		–		–		–		32,500			441			–		–			441
Common stock for officer compensation		–		–		6,950,000		695		(6,950,000	)		(101,262	)		100,567		–			–
Common stock to be issued for officer comp		–		–		–		–		3,475,000			47,144			–		–			47,144
Shares issued for services		–		–		5,000,000		500		–			–			88,500		–			89,000
Shares sold for cash - prior quarter		–		–		21,500,000		2,150		(21,500,000	)		(215,000	)		212,850		–			–
Shares sold for cash - current quarter		–		–		–		–		67,950,000			604,500			–		–			604,500
Payment of subscription receivable		–		–		–		–		–			–			30,000		–			30,000
Balance at September 30, 2022		4,000,000	$	400		1,531,592,608	$	153,159		76,610,000		$	713,500		$	37,270,452	$	(40,172,149	)	$	(2,033,909	)


Balance at June 30, 2023		4,000,000	$	400		1,566,255,108	$	156,625		169,767,499		$	604,335		$	37,472,648	$	(41,811,849	)	$	(3,577,112	)
Income for the period		–		–		–		–		–			–			–		18,902			18,902
Common stock for officer compensation		–		–		–		–		1,958,333			1,954			–		–			1,954
Shares sold for cash - prior quarter		–		–		138,000,000		13,800		(138,000,000	)		(405,000	)		391,200		–			–
Shares sold for cash - current quarter		–		–		100,000,000		10,000		15,000,000			15,000			89,000		–			114,000
Balance at September 30, 2023		4,000,000	$	400		1,804,255,108	$	180,425		48,725,832		$	216,289		$	37,952,848	$	(41,792,947	)	$	(3,442,256	)

The accompanying footnotes are an integral part of these unaudited condensed consolidated financial statements.

Wearable Healthcare Solutions, Inc.

Condensed Consolidated Statements of Cash Flows

For the Three Months Ended September 30, 2023 and 2022

(unaudited)


	Three Months Ended September 30,
	2023			2022
Cash flow from operating activities
Net income (loss)	$	18,902		$	(748,767	)
Adjustment for non-cash charges and other items:
Depreciation		3,287			2,544
Amortization of deferred debt issuance costs		11,987			172,585
Amortization of debt discount		12,500			–
Stock-based compensation expense		1,954			–
Gain on debt extinguishment		(397,500	)		–
Total adjustments		(348,870	)		(573,638	)
Changes in working capital
Decrease / (increase) in accounts receivables		(13,441	)		(16,657	)
Decrease / (increase) in inventory		–			(34,132	)
Decrease / (increase) in prepaid inventory		(20,898	)		43,518
Decrease / (increase) in prepaid expenses		–			(1,325	)
(Decrease) / increase in trade and other payables		23,481			8,357
(Decrease) / increase in accrued expenses		(22,233	)		15,765
(Decrease) / increase in accrued expenses - related party		178,254			–
(Decrease) / increase in deferred revenue		29,004			(3,000	)
Total changes in working capital		174,167			12,526
Cash flow used in operating activities		(174,703	)		(561,112	)

Cash flow used in investing activities
Purchase of property, plant & equipment		–			(9,442	)
Cash flow used in investing activities		–			(9,442	)

Cash flow provided by financing activities
Proceeds received from related parties		90,210			134,835
Repayments of note payable		(155,000	)		(13,382	)
Proceeds from issuance of stock (net of subscriptions receivable) and stock subscription liability		114,000			634,500
Cash flow from financing activities		49,210			755,953
Increase/(decrease) in cash and cash equivalents		(125,493	)		185,399
Cash and cash equivalents at beginning of the period		136,151			70,505
Cash and cash equivalents at end of the period	$	10,658		$	255,904

Supplemental Disclosures of Cash Flow Information:
Cash paid during the periods for:
Interest	$	–		$	–
Taxes	$	–		$	–

The accompanying footnotes are an integral part of these unaudited condensed consolidated financial statements.

WEARABLE HEALTHCARE SOLUTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2023

(Unaudited)

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 September 30, 2023, and the results of operations and changes in shareholders’ deficit for the three months ended September 30, 2023 and cash flows for the three months ended September 30, 2023. The balance sheet as of June 30, 2023, is derived from the Company’s audited financial statements. These unaudited condensed financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations, and cash flows for the periods presented in accordance with accounting principles generally accepted in the United States of America, or GAAP. These unaudited condensed consolidated financial statements and notes included herein should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the years ended June 30, 2023 and 2022, which are included in the Company’s June 30, 2023 Annual Report on Form 10-K filed with the United States Securities and Exchange Commission on October 20, 2023.

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, 2023.

The results of operations for the three months ended September 30, 2023, are not necessarily indicative of the results of operations to be expected for the full fiscal year ending June 30, 2024.

Note 2 – Summary of Significant Accounting Policies

Principles of Consolidation – The consolidated financial statements include the accounts of the Company and its wholly-owned 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 $13,820 and $ 379 in accounts receivable net of allowances of $23,705 and $ 23,705 at September 30, 2023 and June 30, 2023, 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
	Three Months Ended September 30,
	2023		2022
Revenue
Hardware revenue	$	25,755	$	26,876
Service Revenue		116,657		189,584
Total Revenue	$	142,412	$	216,460

Deferred revenues at September 30, 2023 and June 30, 2023 was $132,417 and $103,412, 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 September 30, 2023 and June 30, 2023, 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 2023, 2022, and 2021 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 months ended September 30, 2023 and 2022, the Company recorded $15,200 and $2,180 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			September 30,
	Shares Outstanding	Dilution	2023		2022
Series A convertible preferred stock	688	1 share A: 2 shares		1,376		1,376
Series B convertible preferred stock	9,938	1 share B: 2 shares		19,876		19,876
Series C convertible preferred stock	6,838,889	1 share C: 10 shares		68,388,890		68,388,890
Series D convertible preferred stock	425,000	1 share D: 10 shares		4,250,000		4,250,000
Series E convertible preferred stock	4,000,000	1 share E: 100 shares		400,000,000		400,000,000
Common stock to be Issued
Leonite Convertible notes	15,000,000	1:1		15,000,000		–
Stock subscription liability	24,950,000	1:1		24,950,000		–
Others	8,775,832	1:1		8,775,832		76,610,000
Total potentially dilutive shares				521,385,974		549,270,142

Reconciliation of earnings per share
	Three Months ended September 30,
	2023		2022
Numerator:
Net Income (loss)	$	18,902	$	(748,767	)
Denominator:
Weighted average common shares outstanding - basic		1,648,325,760		1,517,790,978
Weighted average common shares outstanding - diluted		2,169,711,734		1,517,790,978
Net income (loss) per share - basic	$	0.00	$	(0.00	)
Net income (loss) per share - diluted	$	0.00	$	(0.00	)

The Company has recognized income for this quarter, as a result, the basic and diluted share bases will not be presented as the same. For the three month periods ended September 30, 2023 and 2022, the Company recognized income of $0.00 and incurred losses of ($0.00) per basic share, respectively. For the three month periods ended September 30, 2023 and 2022, the Company recognized income of $0.00 and incurred losses ($0.00) per diluted share, respectively.

Recent Accounting Pronouncements

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 months ended September 30, 2023 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 September 30, 2023 and June 30, 2023, the Company has shown historical losses and has an accumulated deficit of ($41,792,947) and ($41,811,849), respectively. During the three months ended September 30, 2023, Company has net cash used in operating activities of $174,703. As of September 30, 2023, the Company has a working capital deficit of $3,491,681.

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 September 30, 2023 and June 30, 2023, the Company had $8,555 and $8,555 in inventory, respectively, as well as $28,140 and $7,242 in prepaid inventory, 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 September 30, 2023 and June 30, 2023, the Company recorded $35,402 and $38,689 in net Property and Equipment, respectively:


	September 30,			June 30,
	2023			2023

Furniture	$	20,000		$	20,000
Office computers, equipment, software		19,689			19,689
Software development costs		45,900			45,900
Dealer portal		50,000			50,000
Furniture		9,443			9,443
Property, plant, and equipment		145,032			145,032
Less accumulated depreciation		(109,630	)		(106,343	)
Net property, plant, and equipment	$	35,402		$	38,689

Note 6 – Accounts payable and accrued expenses and liabilities

The Company recorded accounts payable of $186,417 and $162,936, directly related to operating costs, as of September 30, 2023 and June 30, 2023, 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 $494,764 and $517,067 in accrued expenses and other current liabilities as of September 30, 2023 and June 30, 2023, 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
	September 30,		June 30,
	2023		2023
Notes from subsidiary	$	158,333	$	158,333
Notes payable - Reg A deposits		140,000		140,000
Short term bridge loan		100,000		100,000
Total notes payable	$	398,333	$	398,333

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
	September 30,		June 30,
	2023		2023
Wells Fargo Loan	$	8,770	$	8,770
On Deck Loan		139,569		139,569
Prosper Loans		9,994		9,994
	$	158,333	$	158,333

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 September 30, 2023 and June 30, 2023, the Company recorded a short term note payable of $100,000, respectively. During the three months ended September 30, 2023 and September 30, 2022, the Company expensed $3,000 and $3,000 in interest, respectively. The accrued interest payable at September 30, 2023 and June 30, 2023 was $91,677 and $88,677, respectively. These notes are included in the Notes payable total on the Company’s balance sheet.

Note payable – stock purchases under Reg A

At September 30, 2023 and June 30, 2023, the Company has recorded $140,000 and $140,000 in notes payable for stock purchases under Reg A. During the three months ended September 30, 2023 and September 30, 2022, the Company recorded interest expense of $2,700 and $2,700, respectively. The accrued interest payable at September 30, 2023 and June 30, 2022 was $25,807 and $23,107, 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 months ended September 30, 2023 and September 30, 2022, the Company recorded interest expense of $500 and $500, respectively. The accrued interest payable at September 30, 2023 and June 30, 2023 was $13,782 and $13,282, 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.

On July 21, 2023, the Company entered into settlement agreements with the principals of the company. In the Nevada Lawsuit (see Note 10), the Company agreed to settle for $345,000, with $145,000 paid upon signing and $200,000 due within 6 months. The Settlement Agreement allows for an increased payment of $600,000 if the Second Nevada Settlement Payment isn’t made within six months. In the New York Lawsuit (see Note 10), the Company will pay $80,000, with $10,000 due upon execution of the Settlement. Payments received by the Company will be applied first to the Second New York Payment. On July 26, 2023 the company paid $145,000 to Benza and $10,000 to GQR Consultant as per the settlement agreement (see Note 12).

As of September 30, 2023 and June 30, 2023, the Company reported $518,750 and $673,750 in convertible notes payable, respectively.

Convertible Note – Leonite Capital, LLC

On December 5, 2022, the Company received $250,000 on issuing the first tranche of $1,000,000 senior secured convertible note (“Leonite 2022 Convertible Note”) from 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 months ended September 30, 2023, the Company accrued $8,789 of interest expense related to the convertible notes. As of September 30, 2023 and June 30, 2023, the Company reported $270,635 and $246,148 as Convertible notes – Leonite payable respectively.

The Company will begin making nine equal amortization payments of $34,722 commencing in the month of July 2023. 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 $11,987 of the deferred debt issuance costs during the three months ended September 30, 2023, and the Company also amortized $12,500 of the original issue discount during the three months ended September 30, 2023. 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, the subsidiary received a line of credit with Medi Pendant New York, Inc. (“MNY). Under the original terms of the line of credit agreement, the Company was able to borrow up to $300,000 with the rate of interest of 6.5% per annum. The maturity date of the line of credit was 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 the same interest rate and due date, in consideration of the Company’s issuance of 200,000 shares of common stock to one of the owners of MNY, which was memorialized on October 20, 2015. Interest of $25,653 and $8,436 was accrued as of June 30, 2016 and 2015, respectively. In the first quarter of 2023, the Company received a legal opinion that the debt was uncollectible. As such, the Company recorded a gain on debt extinguishment of $397,500.

As of September 30, 2023 and June 30, 2023, the balance due on the line of credit was $0 and $397,500, 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 September 30, 2023 and June 30, 2023, 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 September 30, 2023 and June 30, 2023, the Company recorded indebtedness to Susquehanna Salt of $0 and $0, respectively.

Note 10 – Shareholders’ 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 September 30, 2023 and June 30, 2023, 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 September 30, 2023 and June 30, 2023, 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 September 30, 2023 and June 30, 2023, 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 September 30, 2023 and June 30, 2023, 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.

As of September 30, 2023 and June 30, 2023, 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 three months ended September 30, 2023,

	·	the Company has issued 100,000,000 common shares pursuant to its Regulation A offering for net proceeds of $99,000.
	·	the Company issued 138,000,000 common shares pursuant to subscriptions received prior to June 30, 2023.

During the three months ended September 30, 2023, the Company also recorded shares to be issued of 1,958,333 to its officers as compensation, valued at $1,954 or $0.001 per share. All shares were recorded at the stock price of the date of agreement or grant.

During the three months ended September 30, 2023, the Company received proceeds totaling $114,000 in connection with the issuance of 115,000,000 shares of common stock. Of the total proceeds received, $99,000 in proceeds was received from the issuance of 100,000,000 common shares that were issued under the terms of subscription agreements at the contract price of $0.0001. Proceeds of $15,000 were received from the issuance of 15,000,000 common shares that were issued under the terms of subscription agreements at the contract price of $0.0001 per share. Of these issuances, only 15,000,000 shares are yet to be issued as of September 30, 2023.

As of September 30, 2023 and June 30, 2023, the Company has 1,804,255,108 and 1,566,255,108 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 September 30, 2023 and June 30, 2023, the Company has recorded a Note payable-BOAPIN of $170,000 and $170,000, respectively. During the three months ended September 30, 2023 and September 30, 2022, the Company recorded interest expense of $3,428 and $3,428, respectively. The accrued interest balance at September 30, 2022 and June 30, 2022 was $66,443 and $52,853 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 September 30, 2023 and June 30, 2023.

Schedule of related party transactions
	September 30,		June 30,
	2023		2023
Related parties – subsidiary	$	177,320	$	177,320
Accrued salaries, bonus, fees		890,275		621,812
Total loans from related parties, net	$	1,067,595	$	799,132

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.

Legal Proceedings Involving Aqualaro Corp

On October 24, 2022, Aqualaro Corp. filed a lawsuit against the Company and its transfer agent in the Supreme Court of the State of New York, County of New York. Aqualaro sought monetary damages and an injunction to transfer 56 million shares of common stock to an individual. An amended complaint was filed on October 26, 2022. On December 5, 2022, the Company moved to dismiss the amended complaint. On April 13, 2023, the Court granted the Company’s motion but allowed the plaintiff to refile. On April 26, 2023, a second amended complaint was filed against the Company, adding Mr. Pizzino as a defendant. On May 8, 2023, Acqualaro filed a notice of appeal regarding the decision to dismiss the first amended complaint. On August 3, 2023, Aqualaro filed a third amended complaint. On August 14, 2023, the Company moved to dismiss the Third Amended Complaint.

Settlement Agreements on July 21, 2023

The Company entered into a Settlement Agreement related to two litigations:

	-	Benza Pharma, LLC, et al. v. Wearable Health Solutions, Inc., et al. in Clark County Nevada.
	-	GRQ Consultants, Inc. v. Wearable Health Solutions Inc. in the Supreme Court of the State of New York.

In the Nevada Lawsuit, the Company agreed to settle for $345,000, with $

145,000 paid upon signing and $200,000 due within 6 months. The Settlement Agreement allows for an increased payment of $600,000 if the Second Nevada Settlement Payment isn’t made within six months.

In the New York Lawsuit, the Company will pay $80,000, with $10,000 due upon execution of the Settlement. Payments received by the Company will be applied first to the Second New York Payment.

Medical Alarm Concepts LLC v. MCA Cure, LLC

The Company sought the return of payments for non-performance, attorney fees, and court costs. An initial settlement was reached where MCA Cure would pay $10,000 upfront and $6,500 monthly until the debt was paid off in 2023.

The defendants breached the settlement agreement, leading to a reopened case. A judgment of $148,875.00, including punitive damages for fraud, was entered against all three defendants on August 25th. Pre-judgment interest of $1,066.60 and costs were also awarded to the plaintiffs.

Other than the aforementioned, we are not presently a party to any legal proceedings that, in the opinion of our management, are likely to have a material adverse effect on our business. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

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 three months ending September 30, 2023 and 2022 are as follows:

Schedule lease cost
	Three Months Ended September 30,
	2023		2022
Rent Expenses	$	4,080	$	5,410

The Company leased a fulfilment 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 fulfilment 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 September 30, 2023.

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.

The following summarizes (i) the future minimum undiscounted lease payments under non-cancellable 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 September 30, 2023:

Schedule of future lease payments
Fiscal Year Ending June 30,

2024	$	12,240
2025		16,670
July & August 2025		2,790
Total future minimum lease payments		31,700
Less imputed interest		(2,540	)
Total present value of future minimum lease payments	$	29,160


As of September 30, 2023

Operating lease right-of-use assets	$	28,740

Accrued lease liability		14,443
Long-term lease liability		14,717
	$	29,160

As of September 30, 2023

Weighted Average Remaining Lease Term			1.92 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, with stipulations for any potential default. See Note 10 for further update.

For the three months ended September 30, 2023 and 2022, the Company recorded $0 and $19,500 in other income related to this settlement agreement, respectively.

Note 15 – Subsequent Events

On November 3, 2023, the Company entered into a Promissory Note Agreement (the “Promissory Note”) with its president Peter Pizzino (“Noteholder”), pursuant to which the Company issued to the Noteholder, on November 3, 2023, Secured Note in an aggregate principal amount of $279,940 (the “Notes”), consisting of gross proceeds of loans of $279,940, that were made in cash by Noteholder to the Company over the past year used for operations, which Note shall not be convertible into the Company’s common stock, par value $0.0001 per share.

The Note accrues interest at the rate of 3% per annum and matures on October 7, 2024. Interest on the Note is payable in cash. Upon the occurrence of an event of default, interest accrues at 15% per annum. The Note contains customary default provisions, including provisions for potential acceleration, and covenants, including negative covenants regarding additional indebtedness and dividends. The Company may only prepay the Note with the prior written consent of the respective Noteholder thereof.

On November 8, 2023, Mr. Harrysen Mittler resigned from the capacity of CEO and as a Director for the Company. Mr. Peter Pizzino, our current President and Director will take over as the Company’s CEO.

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 additional material events that are required to be disclosed.

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

Forward Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements. For this purpose, any statements contained in this Report that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking information includes statements relating to future actions, prospective products, future performance or results of current or anticipated products, sales and marketing efforts, costs and expenses, interest rates, outcome of contingencies, financial condition, results of operations, liquidity, business strategies, cost savings, objectives of management, and other matters. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “will,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” or “continue” and similar expressions or the negative of these similar terms. The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking information to encourage companies to provide prospective information about themselves without fear of litigation so long as that information is identified as forward-looking and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in the information.

These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. In evaluating these forward-looking statements, you should consider various factors, including the following: (a) those risks and uncertainties related to general economic conditions, (b) whether we are able to manage our planned growth efficiently and operate profitable operations, (c) whether we are able to generate sufficient revenues or obtain financing to sustain and grow our operations, (d) whether we are able to successfully fulfill our primary requirements for cash, which are explained below under “Liquidity and Capital Resources”. We assume no obligation to update forward-looking statements, except as otherwise required under the applicable federal securities laws. Unless stated otherwise, terms such as the “Company,” “Wearable Health,” “we,” “us,” “our,” and similar terms shall refer to Wearable Health Solutions, Inc., a Nevada corporation, and its subsidiaries.

Results of Operations

Results for the Period Ended September 30, 2023, compared to the Period Ended September 30, 2022

Operating Revenues

The Company had revenues of $142,412 and $216,460 for the periods ended September 30, 2023 and 2022, respectively. Revenues decreased due to the Company’s cash restraints and inability to buy inventory and attract new customers.

Cost of Revenues

The Company’s cost of revenues for the three months ended September 30, 2023 and 2022 was $50,127 and $120,002 respectively. Cost of revenues decreased for the three months ended September 30, 2023 primarily due to decreased revenues in the three months ended September 30, 2023 as compared to 2022.

Gross Profit

The Company’s gross profit for the three months ended September 30, 2023 and 2022 was $92,285, and $96,458, respectively. The decrease in the Company’s gross profit was due primarily to the decrease in revenues in 2023 as compared to 2022.

Operating Expenses

Operating expenses consisted primarily of consulting fees, professional fees, and legal and accounting expenses. For the three months ended September 30, 2023, operating expenses were $428,016 compared to $856,483 for the three months ended September 30, 2022. The primary expenses for the three months ended September 30, 2023 were salaries and wages totaling $187,940; the primary expenses for the three months ended September 30, 2022 were salaries and wages totaling $502,856.

Other (Income) Expense, net

The Company had other (income) expense, net for the periods ended September 30, 2023 and 2022 of $(354,633) and $(11,258), respectively. Other income, net for the three months ended September 30, 2023, consisted of gain on debt extinguishment of $397,500 which was partially offset by interest expense of $42,867. Other income, net for the three months ended September 30, 2022 consisted of $19,500 in settlement proceeds, interest income of $1,500 all of which was partially offset by interest expense of $9,742.

Net Income (Loss)

The net income (loss) for the three months ended September 30, 2023, was $18,902 compared to ($748,767) for the three months ended September 30, 2022.

Liquidity and Capital Resources

	September 30,			June 30,
	2023			2023
Working Capital
Cash	$	10,658		$	136,151
Current Assets	$	61,173		$	152,327
Current Liabilities	$	3,552,854		$	3,781,817
Working Capital (Deficit)	$	(3,491,681	)	$	(3,629,490	)

	September 30,			September 30,
	2023			2022
Cash Flows
Cash flow used in operating activities	$	(174,703	)	$	(561,112	)
Cash flow used in investing activities	$	–		$	(9,442	)
Cash flow provided by financing activities	$	49,210		$	755,953
Net increase/(decrease) in cash during the period	$	(125,493	)	$	185,399

The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. Since its inception, the Company has been funded by related parties through capital investment and borrowing of funds and through the sale of equity.

At September 30, 2023, the Company had total current assets of $61,173. Current assets consisted primarily of cash and inventory. At September 30, 2023 and June 30, 2023, the Company had total current liabilities of $3,552,854 and $3,781,817, respectively. Current liabilities consisted primarily of accounts payable, accrued liabilities and notes payable.

We had negative working capital of $3,491,681 as of September 30, 2023.

Cash flow from Operating Activities

During the three months ended September 30, 2023, cash used in operating activities was $(174,703) compared to $(561,112) for the period ended September 30, 2022. The decrease in the amount of cash used in operating activities was primarily due to the decrease in the net loss resulting from the lower salaries and wages incurred in the three months ended September 30, 2023 as compared to the three months ended September 30, 2022.

Cash flow from Financing Activities

For the three months ended September 30, 2023, cash provided by financing activities was $49,210 compared to $755,953 provided during the three months ended September 30, 2022.

Quarterly Developments

None.

Going Concern

The accompanying unaudited interim consolidated condensed financial statements have been prepared in conformity with generally accepted accounting principles which contemplate continuation of the Company on a going-concern basis. The going concern basis assumes that assets are realized, and liabilities are extinguished in the ordinary course of business at amounts disclosed in the consolidated financial statements. The Company has incurred recurring losses from operations and has an accumulated deficit of $41,792,947 as of September 30, 2023. The Company’s ability to continue as a going concern depends upon its ability to obtain adequate funding to support its operations through continuing investments of debt and/or equity by qualified investors/creditors, internally generated working capital and monetization of intellectual property assets. These factors raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management is currently pursuing a business strategy which includes raising the necessary funds to finance the Company’s development and marketing efforts.

Critical Accounting Estimates and Policies

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 the disclosure of contingent assets and liabilities of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Note 2 to the Financial Statements describes the significant accounting policies and methods used in the preparation of the Financial Statements. Estimates are used for, but not limited to, contingencies and taxes. Actual results could differ materially from those estimates. The following critical accounting policies are impacted significantly by judgments, assumptions, and estimates used in the preparation of the Financial Statements.

We are subject to various loss contingencies arising in the ordinary course of business. We consider the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as our ability to reasonably estimate the amount of loss in determining loss contingencies. An estimated loss contingency is accrued when management concludes that it is probable that an asset has been impaired, or a liability has been incurred and the amount of the loss can be reasonably estimated. We regularly evaluate current information available to us to determine whether such accruals should be adjusted.

We recognize deferred tax assets (future tax benefits) and liabilities for the expected future tax consequences of temporary differences between the book carrying amounts and the tax basis of assets and liabilities. The deferred tax assets and liabilities represent the expected future tax return consequences of those differences, which are expected to be either deductible or taxable when the assets and liabilities are recovered or settled. Future tax benefits have been fully offset by a 100% valuation allowance as management is unable to determine that it is more likely than not that this deferred tax asset will be realized.

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Off Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable to smaller reporting companies.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, they concluded that our disclosure controls and procedures were not effective for the quarterly period ended September 30, 2023.

The following aspects of the Company were noted as potential material weaknesses:

We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to us for the period ended September 30, 2023; Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

We do not as yet have sufficient resources in our accounting function, which restricts the Company’s ability to gather, analyze and properly review information related to financial reporting in a timely manner. In addition, due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

We have inadequate controls to ensure that information necessary to properly record transactions is adequately communicated on a timely basis from non-financial personnel to those responsible for financial reporting. Management evaluated the impact of the lack of timely communication between non–financial personnel and financial personnel on our assessment of our reporting controls and procedures and has concluded that the control deficiency represented a material weakness.

Certain control procedures were unable to be verified due to performance not being sufficiently documented. As an example, some procedures requiring review of certain reports could not be verified due to there being no written documentation of such review. Management evaluated the impact of its failure to maintain proper documentation of the review process on its assessment of its reporting controls and procedures and has concluded deficiencies represented a material weakness.

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.

Changes in Internal Controls

Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that no changes occurred in the Company’s internal controls over financial reporting during the quarter ended September 30, 2023, that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.

PART II – OTHER INFORMATION

Item. 1. Legal Proceedings.

Legal Proceedings Involving Aqualaro Corp

Settlement Agreements on July 21, 2023

The Company entered into a Settlement Agreement related to two litigations:

	-	Benza Pharma, LLC, et al. v. Wearable Health Solutions, Inc., et al. in Clark County Nevada.
	-	GRQ Consultants, Inc. v. Wearable Health Solutions Inc. in the Supreme Court of the State of New York.

In the Nevada Lawsuit, the Company agreed to settle for $345,000, with $145,000 paid upon signing and $200,000 due within 6 months. The Settlement Agreement allows for an increased payment of $600,000 if the Second Nevada Settlement Payment isn’t made within six months.

In the New York Lawsuit, the Company will pay $80,000, with $10,000 due upon execution of the Settlement. Payments received by the Company will be applied first to the Second New York Payment.

Medical Alarm Concepts LLC v. MCA Cure, LLC

also awarded to the plaintiffs.

On October 4, 2023, Mr. Miceli filed a breach of contact complaint in the state of Connecticut against the Company.

Item 1A. Risk Factors.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.

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

The above securities were issued in reliance on the exemption under Section 4(a)(2) of the Securities Act. These securities qualified for exemption under Section 4(a)(2) since the issuance by us did not involve a public offering. The offerings were not “public offerings” as defined in 4(a)(2) due to the insubstantial number of persons involved in the transactions, manner of the issuance and number of securities issued. We did not undertake an offering in which we sold a high number of securities to a high number of investors. In addition, the investors had the necessary investment intent as required by Section 4(a)(2) since they agreed to and received securities bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(a)(2) of the Securities Act for these transactions.

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Item 6. Exhibits

Exhibit Number		Exhibit Description
31.1		Certification of the Chief Executive Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes- Oxley Act of 2002
31.2		Certification of the Chief Financial Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes- Oxley Act of 2002
32.1		Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
EX-101.INS		Inline XBRL Instance Document the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document.
EX-101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
EX-101.SCH		Inline XBRL Taxonomy Extension Schema Document
EX-101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
EX-101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document
EX-101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		The cover page from this Report, formatted in Inline XBRL (included in Exhibit 101)

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WEARABLE HEALTH SOLUTIONS, INC.

Wearable Health Solutions, Inc.

/s/ Peter Pizzino		November 20, 2023
Peter Pizzino, CEO, Principal Executive Officer, Director		Date

/s/ Eric Sherb		November 20, 2023
Eric Sherb, CFO, Principal Accounting Officer		Date

Exhibit 31.1

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13a-14

I, Peter Pizzino, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Wearable Health Solutions, Inc.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	Date: November 20, 2023

	/s/ Peter Pizzino
	By:	Peter Pizzino
	Its:	Principal Executive Officer

Exhibit 31.2

CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER PURSUANT TO RULE 13a-14

I, Eric Sherb, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Wearable Health Solutions, Inc.

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	Date: November 20, 2023

	/s/ Eric Sherb
	By:	Eric Sherb
	Its:	CFO, Principal Accounting Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Wearable Health Solutions, Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Peter Pizzino, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Peter Pizzino

By: Peter Pizzino

Principal Executive Officer

Dated: November 20, 2023

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Wearable Health Solutions, Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Eric Sherb, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Eric Sherb

By: Eric Sherb

CFO, Principal Accounting Officer

Dated: November 20, 2023

Cover - shares	3 Months Ended
Cover - shares	Sep. 30, 2023	Nov. 10, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--06-30
Entity File Number	000-56368
Entity Registrant Name	WEARABLE HEALTH SOLUTIONS, INC.
Entity Central Index Key	0001443089
Entity Tax Identification Number	26-3534190
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	2901 W. Coast Highway
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Newport Beach
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92663
City Area Code	917
Local Phone Number	541-5884
Entity Current Reporting Status	Yes
Entity Interactive Data Current	No
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		1,804,255,108

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2023	Jun. 30, 2023
Current Assets
Cash and cash equivalents	$ 10,658	$ 136,151
Accounts receivable, net	13,820	379
Inventory	8,555	8,555
Prepaid inventory	28,140	7,242
Total Current Assets	61,173	152,327
Property and equipment, net	35,402	38,689
Right-of-use assets	28,740	32,157
Total Assets	125,315	223,173
LIABILITIES AND SHAREHOLDERS' DEFICIT
COMMITMENTS AND CONTINGENCIES
Current Liabilities
Accounts payable	186,417	162,936
Accrued expenses and other current liabilities	494,764	517,067
Short-term lease liability	14,443	14,039
Related party debt, net	1,067,595	799,132
Deferred revenue	132,417	103,412
Line of credit	0	397,500
Notes payable	398,333	398,333
Notes payable - other	50,000	50,000
Notes payable - related party	170,000	170,000
Convertible notes Leonite, net	270,635	246,148
Convertible notes other	518,750	673,750
Stock subscription liability	249,500	249,500
Total Current Liabilities	3,552,854	3,781,817
Long-term lease liability	14,717	18,468
Total Liabilities	3,567,571	3,800,285
SHAREHOLDERS' DEFICIT
Common stock: $0.0001 par value; 3,000,000,000 shares authorized, 1,804,255,108 and 1,566,255,108 shares issued and outstanding as of September 30, 2023 and June 30, 2023, respectively	180,425	156,625
Common stock to be issued 48,725,832 and 169,767,499 shares as of September 30, 2023 and June 30, 2023, respectively	216,289	604,335
Additional paid-in capital	37,952,848	37,472,648
Accumulated deficit	(41,792,947)	(41,811,849)
Total Shareholders' Deficit	(3,442,256)	(3,577,112)
Total Liabilities and Shareholders' Deficit	125,315	223,173
Series A Preferred Stock [Member]
SHAREHOLDERS' DEFICIT
Preferred stock	1	1
Series B Preferred Stock [Member]
SHAREHOLDERS' DEFICIT
Preferred stock	1	1
Series C Preferred Stock [Member]
SHAREHOLDERS' DEFICIT
Preferred stock	684	684
Series D Preferred Stock [Member]
SHAREHOLDERS' DEFICIT
Preferred stock	43	43
Series E Preferred Stock [Member]
SHAREHOLDERS' DEFICIT
Preferred stock	$ 400	$ 400

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2023	Jun. 30, 2023
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	3,000,000,000	3,000,000,000
Common stock, shares issued	1,804,255,108	1,566,255,108
Common stock, shares outstanding	1,804,255,108	1,566,255,108
Common stock to be issued	48,725,832	169,767,499
Series A Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	100,000	100,000
Preferred stock, shares issued	688	688
Preferred stock, shares outstanding	688	688
Series B Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	62,500	62,500
Preferred stock, shares issued	9,938	9,938
Preferred stock, shares outstanding	9,938	9,938
Series C Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	6,944,445	6,944,445
Preferred stock, shares issued	6,838,889	6,838,889
Preferred stock, shares outstanding	6,838,889	6,838,889
Series D Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	500,000	500,000
Preferred stock, shares issued	425,000	425,000
Preferred stock, shares outstanding	425,000	425,000
Series E Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	4,000,000	4,000,000
Preferred stock, shares issued	4,000,000	4,000,000
Preferred stock, shares outstanding	4,000,000	4,000,000

Condensed Consolidated Statements of Operations (unaudited) - USD ($)	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Revenue	$ 142,412	$ 216,460
Cost of sales	(50,127)	(120,002)
Gross profit	92,285	96,458
Operating expenses
Selling expense	285	190,010
Depreciation	3,287	2,544
Research and development expense	15,200	2,180
Consulting and professional fees	125,185	42,314
Insurance	12,136	29,192
Rent	4,080	5,410
Salaries and wages	187,940	502,856
General and administrative	79,903	81,977
Total operating expenses	428,015	856,483
Loss from operations	(335,731)	(760,025)
Other income / (expense), net
Other income	0	19,500
Interest income	0	1,500
Gain on debt extinguishment	397,500	0
Interest expense	(42,867)	(9,742)
Total other income (expense), net	354,633	11,258
Net income (loss) before income taxes	18,902	(748,767)
Income taxes	0	0
Net income (loss)	$ 18,902	$ (748,767)
Net income (loss) per common share - Basic	$ 0.00	$ (0.00)
Net income (loss) per common share - Diluted	$ 0.00	$ (0.00)
Weighted average common shares outstanding - Basic	1,648,325,760	1,517,790,978
Weighted average common shares outstanding - Diluted	2,169,711,734	1,517,790,978

Condensed Consolidated Statements of Shareholders' Deficit (unaudited) - USD ($)	Preferred Stock Series A [Member]	Preferred Stock Series B [Member]	Preferred Stock Series C [Member]	Preferred Stock Series D [Member]	Preferred Stock Series E [Member]	Common Stock [Member]	Common Stock To Be Issued [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Jun. 30, 2022	$ 1	$ 1	$ 684	$ 43	$ 400	$ 149,314	$ 407,677	$ 36,773,035	$ (39,423,382)	$ (2,092,227)
Beginning balance, shares at Jun. 30, 2022	688	9,938	6,838,889	425,000	4,000,000	1,493,142,608	35,602,500
Income for the period									(748,767)	(748,767)
Common stock for compensation						$ 500	$ (30,000)	65,500		36,000
Common stock for compensation, shares						5,000,000	(2,000,000)
Common stock to be issued for compensation							$ 441			441
Common stock to be issued for compensation, shares							32,500
Common stock for officer compensation						$ 695	$ (101,262)	100,567
Common stock for officer compensation, shares						6,950,000	(6,950,000)
Common stock to be issued for officer comp							$ 47,144			47,144
Common stock to be issued for officer comp, shares							3,475,000
Shares issued for services						$ 500		88,500		89,000
Shares issued for services, shares						5,000,000
Shares sold for cash - prior quarter						$ 2,150	$ (215,000)	212,850
Shares sold for cash - prior quarter, shares						21,500,000	(21,500,000)
Shares sold for cash - current quarter							$ 604,500			604,500
Shares sold for cash - current quarter, shares							67,950,000
Payment of subscription receivable								30,000		30,000
Ending balance, value at Sep. 30, 2022	$ 1	$ 1	$ 684	$ 43	$ 400	$ 153,159	$ 713,500	37,270,452	(40,172,149)	(2,033,909)
Ending balance, shares at Sep. 30, 2022	688	9,938	6,838,889	425,000	4,000,000	1,531,592,608	76,610,000
Beginning balance, value at Jun. 30, 2023	$ 1	$ 1	$ 684	$ 43	$ 400	$ 156,625	$ 604,335	37,472,648	(41,811,849)	(3,577,112)
Beginning balance, shares at Jun. 30, 2023	688	9,938	6,838,889	425,000	4,000,000	1,566,255,108	169,767,499
Income for the period									18,902	18,902
Common stock for officer compensation							$ 1,954			1,954
Common stock for officer compensation, shares							1,958,333
Shares sold for cash - prior quarter						$ 13,800	$ (405,000)	391,200
Shares sold for cash - prior quarter, shares						138,000,000	(138,000,000)
Shares sold for cash - current quarter						$ 10,000	$ 15,000	89,000		114,000
Shares sold for cash - current quarter, shares						100,000,000	15,000,000
Ending balance, value at Sep. 30, 2023	$ 1	$ 1	$ 684	$ 43	$ 400	$ 180,425	$ 216,289	$ 37,952,848	$ (41,792,947)	$ (3,442,256)
Ending balance, shares at Sep. 30, 2023	688	9,938	6,838,889	425,000	4,000,000	1,804,255,108	48,725,832

Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($)	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flow from operating activities
Net income (loss)	$ 18,902	$ (748,767)
Adjustment for non-cash charges and other items:
Depreciation	3,287	2,544
Amortization of deferred debt issuance costs	11,987	172,585
Amortization of debt discount	12,500	0
Stock-based compensation expense	1,954	0
Gain on debt extinguishment	(397,500)	0
Total adjustments	(348,870)	(573,638)
Changes in working capital
Decrease / (increase) in accounts receivables	(13,441)	(16,657)
Decrease / (increase) in inventory	0	(34,132)
Decrease / (increase) in prepaid inventory	(20,898)	43,518
Decrease / (increase) in prepaid expenses	0	(1,325)
(Decrease) / increase in trade and other payables	23,481	8,357
(Decrease) / increase in accrued expenses	(22,233)	15,765
(Decrease) / increase in accrued expenses - related party	178,254	0
(Decrease) / increase in deferred revenue	29,004	(3,000)
Total changes in working capital	174,167	12,526
Cash flow used in operating activities	(174,703)	(561,112)
Cash flow used in investing activities
Purchase of property, plant & equipment	0	(9,442)
Cash flow used in investing activities	0	(9,442)
Cash flow provided by financing activities
Proceeds received from related parties	90,210	134,835
Repayments of note payable	(155,000)	(13,382)
Proceeds from issuance of stock (net of subscriptions receivable) and stock subscription liability	114,000	634,500
Cash flow from financing activities	49,210	755,953
Increase/(decrease) in cash and cash equivalents	(125,493)	185,399
Cash and cash equivalents at beginning of the period	136,151	70,505
Cash and cash equivalents at end of the period	10,658	255,904
Cash paid during the periods for:
Interest	0	0
Taxes	$ 0	$ 0

Nature and Continuance of Operations

3 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature and Continuance of Operations

Note 1 – Nature and Continuance of Operations

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 results of operations for the three months ended September 30, 2023, are not necessarily indicative of the results of operations to be expected for the full fiscal year ending June 30, 2024.

Summary of Significant Accounting Policies

3 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2 – Summary of Significant Accounting Policies

Schedule of revenues
	Three Months Ended September 30,
	2023		2022
Revenue
Hardware revenue	$	25,755	$	26,876
Service Revenue		116,657		189,584
Total Revenue	$	142,412	$	216,460

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

From time to time, our financial instruments include cash, accounts payable and accrued expenses, convertible notes, lines of credit, and credit cards.

Schedule of anti-dilutive shares			September 30,
	Shares Outstanding	Dilution	2023		2022
Series A convertible preferred stock	688	1 share A: 2 shares		1,376		1,376
Series B convertible preferred stock	9,938	1 share B: 2 shares		19,876		19,876
Series C convertible preferred stock	6,838,889	1 share C: 10 shares		68,388,890		68,388,890
Series D convertible preferred stock	425,000	1 share D: 10 shares		4,250,000		4,250,000
Series E convertible preferred stock	4,000,000	1 share E: 100 shares		400,000,000		400,000,000
Common stock to be Issued
Leonite Convertible notes	15,000,000	1:1		15,000,000		–
Stock subscription liability	24,950,000	1:1		24,950,000		–
Others	8,775,832	1:1		8,775,832		76,610,000
Total potentially dilutive shares				521,385,974		549,270,142

Reconciliation of earnings per share
	Three Months ended September 30,
	2023		2022
Numerator:
Net Income (loss)	$	18,902	$	(748,767	)
Denominator:
Weighted average common shares outstanding - basic		1,648,325,760		1,517,790,978
Weighted average common shares outstanding - diluted		2,169,711,734		1,517,790,978
Net income (loss) per share - basic	$	0.00	$	(0.00	)
Net income (loss) per share - diluted	$	0.00	$	(0.00	)

Recent Accounting Pronouncements

Going Concern

3 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern

Note 3 – Going Concern

Inventory, Prepaid Inventory, and Prepaid Expenses

3 Months Ended

Sep. 30, 2023

Inventory Disclosure [Abstract]

Inventory, Prepaid Inventory, and Prepaid Expenses

Note 4 – Inventory, Prepaid Inventory, and Prepaid Expenses

As of September 30, 2023 and June 30, 2023, the Company had $8,555 and $8,555 in inventory, respectively, as well as $28,140 and $7,242 in prepaid inventory, respectively.

Property and Equipment

3 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment

Note 5 – Property and Equipment

As of September 30, 2023 and June 30, 2023, the Company recorded $35,402 and $38,689 in net Property and Equipment, respectively:


	September 30,			June 30,
	2023			2023

Furniture	$	20,000		$	20,000
Office computers, equipment, software		19,689			19,689
Software development costs		45,900			45,900
Dealer portal		50,000			50,000
Furniture		9,443			9,443
Property, plant, and equipment		145,032			145,032
Less accumulated depreciation		(109,630	)		(106,343	)
Net property, plant, and equipment	$	35,402		$	38,689

Accounts payable and accrued expenses and liabilities

3 Months Ended

Sep. 30, 2023

Payables and Accruals [Abstract]

Accounts payable and accrued expenses and liabilities

Note 6 – Accounts payable and accrued expenses and liabilities

The Company recorded accounts payable of $186,417 and $162,936, directly related to operating costs, as of September 30, 2023 and June 30, 2023, respectively.

Notes Payable and Note payable-other

3 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Notes Payable and Note payable-other

Note 7 – Notes Payable and Note payable-other

Schedule of short term notes payable
	September 30,		June 30,
	2023		2023
Notes from subsidiary	$	158,333	$	158,333
Notes payable - Reg A deposits		140,000		140,000
Short term bridge loan		100,000		100,000
Total notes payable	$	398,333	$	398,333

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
	September 30,		June 30,
	2023		2023
Wells Fargo Loan	$	8,770	$	8,770
On Deck Loan		139,569		139,569
Prosper Loans		9,994		9,994
	$	158,333	$	158,333

Short term bridge loan - COHEN

On August 19, 2021, the Company repaid $300,000 of principal and in November 2021, the Company repaid an additional $100,000 in principal.

Note payable – stock purchases under Reg A

Note Payable – Other

Convertible note payable – BENZA, D2CF

As of September 30, 2023 and June 30, 2023, the Company reported $518,750 and $673,750 in convertible notes payable, respectively.

Convertible Note – Leonite Capital, LLC

Credit line – MediPendant New York Inc.

As of September 30, 2023 and June 30, 2023, the balance due on the line of credit was $0 and $397,500, respectively.

Debt settlement – On Deck, Susquehanna, MCA Cure

Shareholders’ Deficit

3 Months Ended

Sep. 30, 2023

Equity [Abstract]

Shareholders’ Deficit

Note 10 – Shareholders’ Deficit

Preferred Stock:

The Company is currently authorized to issue 25,000,000 shares of preferred stock, par value of $0.0001.

As of September 30, 2023 and June 30, 2023, 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 three months ended September 30, 2023,

	·	the Company has issued 100,000,000 common shares pursuant to its Regulation A offering for net proceeds of $99,000.
	·	the Company issued 138,000,000 common shares pursuant to subscriptions received prior to June 30, 2023.

As of September 30, 2023 and June 30, 2023, the Company has 1,804,255,108 and 1,566,255,108 shares of common stock issued and outstanding, respectively.

Related Party Transactions

3 Months Ended

Sep. 30, 2023

Related Party Transactions

Note 11 – Related Party Transactions

Note payable – BOAPIN purchase

Related party debt, net

Schedule of related party transactions
	September 30,		June 30,
	2023		2023
Related parties – subsidiary	$	177,320	$	177,320
Accrued salaries, bonus, fees		890,275		621,812
Total loans from related parties, net	$	1,067,595	$	799,132

Commitments and contingencies

3 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and contingencies

Note 12 – Commitments and contingencies

Legal Matters

Legal Proceedings Involving Aqualaro Corp

Settlement Agreements on July 21, 2023

The Company entered into a Settlement Agreement related to two litigations:

	-	Benza Pharma, LLC, et al. v. Wearable Health Solutions, Inc., et al. in Clark County Nevada.
	-	GRQ Consultants, Inc. v. Wearable Health Solutions Inc. in the Supreme Court of the State of New York.

In the Nevada Lawsuit, the Company agreed to settle for $345,000, with $

In the New York Lawsuit, the Company will pay $80,000, with $10,000 due upon execution of the Settlement. Payments received by the Company will be applied first to the Second New York Payment.

Medical Alarm Concepts LLC v. MCA Cure, LLC

Office/Warehouse lease

3 Months Ended

Sep. 30, 2023

Officewarehouse Lease

Office/Warehouse lease

Note 13 – Office/Warehouse lease

Schedule lease cost
	Three Months Ended September 30,
	2023		2022
Rent Expenses	$	4,080	$	5,410

Schedule of future lease payments
Fiscal Year Ending June 30,

2024	$	12,240
2025		16,670
July & August 2025		2,790
Total future minimum lease payments		31,700
Less imputed interest		(2,540	)
Total present value of future minimum lease payments	$	29,160


As of September 30, 2023

Operating lease right-of-use assets	$	28,740

Accrued lease liability		14,443
Long-term lease liability		14,717
	$	29,160

As of September 30, 2023

Weighted Average Remaining Lease Term			1.92 years
Weighted Average Discount Rate			8.44%

Other income - settlement

3 Months Ended

Sep. 30, 2023

Other Income and Expenses [Abstract]

Other income - settlement

Note 14 – Other income - settlement

Settlement

For the three months ended September 30, 2023 and 2022, the Company recorded $0 and $19,500 in other income related to this settlement agreement, respectively.

Subsequent Events

3 Months Ended

Sep. 30, 2023

Subsequent Events [Abstract]

Subsequent Events

Note 15 – Subsequent Events

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Principles of Consolidation

Use of Estimates

Cash and Cash Equivalents

Accounts Receivable

Software Development for internal use

Concentration of Credit Risk

Recognition of Revenues

Schedule of revenues
	Three Months Ended September 30,
	2023		2022
Revenue
Hardware revenue	$	25,755	$	26,876
Service Revenue		116,657		189,584
Total Revenue	$	142,412	$	216,460

Deferred Taxes

Fair value of financial instruments

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

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

Basic and Diluted Loss per Common Share

Schedule of anti-dilutive shares			September 30,
	Shares Outstanding	Dilution	2023		2022
Series A convertible preferred stock	688	1 share A: 2 shares		1,376		1,376
Series B convertible preferred stock	9,938	1 share B: 2 shares		19,876		19,876
Series C convertible preferred stock	6,838,889	1 share C: 10 shares		68,388,890		68,388,890
Series D convertible preferred stock	425,000	1 share D: 10 shares		4,250,000		4,250,000
Series E convertible preferred stock	4,000,000	1 share E: 100 shares		400,000,000		400,000,000
Common stock to be Issued
Leonite Convertible notes	15,000,000	1:1		15,000,000		–
Stock subscription liability	24,950,000	1:1		24,950,000		–
Others	8,775,832	1:1		8,775,832		76,610,000
Total potentially dilutive shares				521,385,974		549,270,142

Reconciliation of earnings per share
	Three Months ended September 30,
	2023		2022
Numerator:
Net Income (loss)	$	18,902	$	(748,767	)
Denominator:
Weighted average common shares outstanding - basic		1,648,325,760		1,517,790,978
Weighted average common shares outstanding - diluted		2,169,711,734		1,517,790,978
Net income (loss) per share - basic	$	0.00	$	(0.00	)
Net income (loss) per share - diluted	$	0.00	$	(0.00	)

Recent Accounting Pronouncements

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Schedule of revenues

Schedule of revenues
	Three Months Ended September 30,
	2023		2022
Revenue
Hardware revenue	$	25,755	$	26,876
Service Revenue		116,657		189,584
Total Revenue	$	142,412	$	216,460

Schedule of anti-dilutive shares

Schedule of anti-dilutive shares			September 30,
	Shares Outstanding	Dilution	2023		2022
Series A convertible preferred stock	688	1 share A: 2 shares		1,376		1,376
Series B convertible preferred stock	9,938	1 share B: 2 shares		19,876		19,876
Series C convertible preferred stock	6,838,889	1 share C: 10 shares		68,388,890		68,388,890
Series D convertible preferred stock	425,000	1 share D: 10 shares		4,250,000		4,250,000
Series E convertible preferred stock	4,000,000	1 share E: 100 shares		400,000,000		400,000,000
Common stock to be Issued
Leonite Convertible notes	15,000,000	1:1		15,000,000		–
Stock subscription liability	24,950,000	1:1		24,950,000		–
Others	8,775,832	1:1		8,775,832		76,610,000
Total potentially dilutive shares				521,385,974		549,270,142

Reconciliation of earnings per share

Reconciliation of earnings per share
	Three Months ended September 30,
	2023		2022
Numerator:
Net Income (loss)	$	18,902	$	(748,767	)
Denominator:
Weighted average common shares outstanding - basic		1,648,325,760		1,517,790,978
Weighted average common shares outstanding - diluted		2,169,711,734		1,517,790,978
Net income (loss) per share - basic	$	0.00	$	(0.00	)
Net income (loss) per share - diluted	$	0.00	$	(0.00	)

Property and Equipment (Tables)

3 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

Schedule of property, plant and equipment


	September 30,			June 30,
	2023			2023

Furniture	$	20,000		$	20,000
Office computers, equipment, software		19,689			19,689
Software development costs		45,900			45,900
Dealer portal		50,000			50,000
Furniture		9,443			9,443
Property, plant, and equipment		145,032			145,032
Less accumulated depreciation		(109,630	)		(106,343	)
Net property, plant, and equipment	$	35,402		$	38,689

Notes Payable and Note payable-other (Tables)

3 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Schedule of short term notes payable

Schedule of short term notes payable
	September 30,		June 30,
	2023		2023
Notes from subsidiary	$	158,333	$	158,333
Notes payable - Reg A deposits		140,000		140,000
Short term bridge loan		100,000		100,000
Total notes payable	$	398,333	$	398,333

Schedule of notes payable

Schedule of notes payable
	September 30,		June 30,
	2023		2023
Wells Fargo Loan	$	8,770	$	8,770
On Deck Loan		139,569		139,569
Prosper Loans		9,994		9,994
	$	158,333	$	158,333

Related Party Transactions (Tables)

3 Months Ended

Sep. 30, 2023

Schedule of related party transactions

Schedule of related party transactions
	September 30,		June 30,
	2023		2023
Related parties – subsidiary	$	177,320	$	177,320
Accrued salaries, bonus, fees		890,275		621,812
Total loans from related parties, net	$	1,067,595	$	799,132

Office/Warehouse lease (Tables)

3 Months Ended

Sep. 30, 2023

Officewarehouse Lease

Schedule lease cost

Schedule lease cost
	Three Months Ended September 30,
	2023		2022
Rent Expenses	$	4,080	$	5,410

Schedule of future lease payments

Schedule of future lease payments
Fiscal Year Ending June 30,

2024	$	12,240
2025		16,670
July & August 2025		2,790
Total future minimum lease payments		31,700
Less imputed interest		(2,540	)
Total present value of future minimum lease payments	$	29,160

Schedule of balance sheet related leases


As of September 30, 2023

Operating lease right-of-use assets	$	28,740

Accrued lease liability		14,443
Long-term lease liability		14,717
	$	29,160

As of September 30, 2023

Weighted Average Remaining Lease Term			1.92 years
Weighted Average Discount Rate			8.44%

Summary of Significant Accounting Policies (Details - Schedule of Revenues) - USD ($)	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Product Information [Line Items]
Revenues	$ 142,412	$ 216,460
Hardware Revenue [Member]
Product Information [Line Items]
Revenues	25,755	26,876
Service Revenue [Member]
Product Information [Line Items]
Revenues	$ 116,657	$ 189,584

Summary of Significant Accounting Policies (Details - Antidilutive information) - shares	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
AntiDilutive Shares	521,385,974	549,270,142
Series A Convertible Preferred Stock [Member]
AntiDilutive Shares	1,376	1,376
Series B Convertible Preferred Stock [Member]
AntiDilutive Shares	19,876	19,876
Series C Convertible Preferred Stock [Member]
AntiDilutive Shares	68,388,890	68,388,890
Series D Convertible Preferred Stock [Member]
AntiDilutive Shares	4,250,000	4,250,000
Series E Convertible Preferred Stock [Member]
AntiDilutive Shares	400,000,000	400,000,000
Leonite Convertible Notes [Member]
AntiDilutive Shares	15,000,000	0
Stock Subscription Liability [Member]
AntiDilutive Shares	24,950,000	0
Others [Member]
AntiDilutive Shares	8,775,832	76,610,000
Series A Convertible Preferred Stock [Member]
Preferred Stock, Shares Outstanding	688
Series A Convertible [Member]
Dilution	1 share A: 2 shares
Series B Convertible Preferred Stock [Member]
Preferred Stock, Shares Outstanding	9,938
Series B Convertible [Member]
Dilution	1 share B: 2 shares
Series C Convertible Preferred Stock [Member]
Preferred Stock, Shares Outstanding	6,838,889
Series C Convertible [Member]
Dilution	1 share C: 10 shares
Series D Convertible Preferred Stock [Member]
Preferred Stock, Shares Outstanding	425,000
Series D Convertible [Member]
Dilution	1 share D: 10 shares
Series E Convertible Preferred Stock [Member]
Preferred Stock, Shares Outstanding	4,000,000
Series E Convertible [Member]
Dilution	1 share E: 100 shares
Leonite Convertible Notes [Member]
Preferred Stock, Shares Outstanding	15,000,000
Stock Subscription Liability [Member]
Preferred Stock, Shares Outstanding	24,950,000
Others [Member]
Preferred Stock, Shares Outstanding	8,775,832

Summary of Significant Accounting Policies (Details - Reconciliation of earnings per share) - USD ($)	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Accounting Policies [Abstract]
Net Income (loss)	$ 18,902	$ (748,767)
Weighted average common shares outstanding - basic	1,648,325,760	1,517,790,978
Weighted average common shares outstanding - diluted	2,169,711,734	1,517,790,978
Net income (loss) per share - basic	$ 0.00	$ (0.00)
Net income (loss) per share - diluted	$ 0.00	$ (0.00)

Summary of Significant Accounting Policies (Details Narrative) - USD ($)		3 Months Ended
	Aug. 30, 2021	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2023
Finite-Lived Intangible Assets [Line Items]
Accounts receivable, net		$ 13,820		$ 379
Allowance for doubtful accounts		23,705		23,705
Deferred revenue		132,417		$ 103,412
Research and Development Expense		$ 15,200	$ 2,180
Software Development [Member]
Finite-Lived Intangible Assets [Line Items]
Purchase of dealer portal	$ 50,000
Depreciated years	5 years

Going Concern (Details Narrative) - USD ($)	3 Months Ended
Going Concern (Details Narrative) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ 41,792,947		$ 41,811,849
Net cash used in operating activities	174,703	$ 561,112
Working capital	$ 3,491,681

Inventory, Prepaid Inventory, and Prepaid Expenses (Details Narrative) - USD ($)	Sep. 30, 2023	Jun. 30, 2023
Inventory Disclosure [Abstract]
Inventory, net	$ 8,555	$ 8,555
Prepaid inventories	$ 28,140	$ 7,242

Property and Equipment (Details) - USD ($)	Sep. 30, 2023	Jun. 30, 2023
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 145,032	$ 145,032
Less accumulated depreciation	(109,630)	(106,343)
Net property, plant, and equipment	35,402	38,689
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	20,000	20,000
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	19,689	19,689
Software Development [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	45,900	45,900
Dealer Portal [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	50,000	50,000
Office Furniture [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 9,443	$ 9,443

Property and Equipment (Details Narrative) - USD ($)	Sep. 26, 2022	Sep. 30, 2023	Jun. 30, 2023
Property, Plant and Equipment, Net		$ 35,402	$ 38,689
Used Furniture [Member]
Purchase furniture	$ 9,442
Purchase furniture			36 months

Accounts payable and accrued expenses and liabilities (Details Narrative) - USD ($)	Sep. 30, 2023	Jun. 30, 2023
Payables and Accruals [Abstract]
Accounts payable	$ 186,417	$ 162,936
Accrued expenses and other current liabilities	$ 494,764	$ 517,067

Notes Payable and Note payable-other (Details - Schedule of short term notes) - USD ($)	Sep. 30, 2023	Jun. 30, 2023
Debt Disclosure [Abstract]
Notes from subsidiary	$ 158,333	$ 158,333
Notes payable - Reg A deposits	140,000	140,000
Short term bridge loan	100,000	100,000
Total notes payable	$ 398,333	$ 398,333

Notes Payable and Note payable-other (Details - Notes payable) - USD ($)	Sep. 30, 2023	Jun. 30, 2023
Debt Instrument [Line Items]
Notes Payable	$ 158,333	$ 158,333
Wells Fargo Loan [Member]
Debt Instrument [Line Items]
Notes Payable	8,770	8,770
On Deck Loan [Member]
Debt Instrument [Line Items]
Notes Payable	139,569	139,569
Prosper Loans [Member]
Debt Instrument [Line Items]
Notes Payable	$ 9,994	$ 9,994

Notes Payable and Note payable-other (Details Narrative) - USD ($)			1 Months Ended			3 Months Ended		12 Months Ended
	Dec. 05, 2022	Aug. 19, 2021	Jul. 31, 2020	Jan. 31, 2015	Sep. 30, 2014	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2023	Jun. 30, 2022	Sep. 30, 2020	Nov. 30, 2016	Jun. 30, 2016	Mar. 03, 2016	Mar. 01, 2016	Jun. 30, 2015
Debt Instrument [Line Items]
Rate of interest						6.24%
Principle amount repaid		$ 300,000
Repayment of debt		$ 100,000
Short term notes payable						$ 100,000				$ 100,000
Interest and accrued interest liability						3,000	$ 3,000
Accrued interest payable						91,677				88,677
Interest Payable							66,443				$ 52,853
Loan from related party						140,000				140,000
Amortized deferred debt issuance costs						11,987	172,585
Borrowed amount					$ 300,000
Accrued Interest														$ 25,653			$ 8,436
Gain on debt extinguishment						397,500	0
Line of credit						0				397,500
Notes payable						158,333				158,333
MCA Cure [Member]
Debt Instrument [Line Items]
Loan payments								$ 47,000	$ 43,875
Reserve fund												$ 90,875
Medi Pendant New York Inc [Member]
Debt Instrument [Line Items]
Stock for services, shares				200,000
Medi Pendant [Member]
Debt Instrument [Line Items]
Rate of interest					6.50%
Rate of interest				$ 5,000
Medi Pendant [Member] \| Medi Pendant New York Inc [Member]
Debt Instrument [Line Items]
Maturity date					Sep. 30, 2017
Notes Payable, Other Payables [Member]
Debt Instrument [Line Items]
Interest expense						500	500
Interest Payable						13,782					$ 13,282
B2CF [Member]
Debt Instrument [Line Items]
Convertible notes															$ 13,750	$ 13,750
BENZA [Member]
Debt Instrument [Line Items]
Convertible notes															660,000	660,000
BENZA and D2CF [Member]
Debt Instrument [Line Items]
Convertible notes						$ 518,750				673,750
Leonite Convertible Note [Member]
Debt Instrument [Line Items]
Interest rate						10.00%
Interest expense						$ 8,789
Proceeds from convertible debt	$ 250,000
Convertible note face value	1,000,000
Original issue discount	$ 62,500
Maturity date	Mar. 05, 2024
Amortization payments						$ 34,722
Number of shares issued other						15,000,000
Number of value issued other						$ 78,000
Common stocks to be issued						28,064
Legal fees						10,000
Deferred debt issuance costs						59,936
Amortized deferred debt issuance costs						11,987
Amortized original issue discount						$ 12,500
Conversion price						$ 0.007
Leonite Payable [Member]
Debt Instrument [Line Items]
Convertible notes						$ 270,635				246,148
MCA Cure [Member]
Debt Instrument [Line Items]
Notes payable						0				0
On Deck Loan [Member]
Debt Instrument [Line Items]
Notes payable						139,569				139,569
Susquehanna Salt Loan [Member]
Debt Instrument [Line Items]
Notes payable						0				0
Chief Executive Officer [Member]
Debt Instrument [Line Items]
Acquisition of convertible notes payable							1,000,000
Chief Executive Officer [Member]
Debt Instrument [Line Items]
Loan from related party													$ 50,000
Interest rate													4.00%
Leonite [Member]
Debt Instrument [Line Items]
Gain on debt extinguishment						397,500
Regulation A Filing [Member] \| Two Unaffiliated Investors [Member]
Debt Instrument [Line Items]
Accepted stock payment						140,000	140,000
Interest expense						2,700	$ 2,700
Interest Payable						$ 25,807				$ 23,107
Private Placement [Member]
Debt Instrument [Line Items]
Aggregate amount															$ 612,500	$ 612,500
COHEN [Member]
Debt Instrument [Line Items]
Short term bridge loan			$ 500,000
Interest rate			12.00%
Accrue interest			12.00%
Minimum [Member]
Debt Instrument [Line Items]
Interest rate						9.24%
Maximum [Member]
Debt Instrument [Line Items]
Interest rate						10.90%

Shareholders’ Deficit (Details Narrative) - USD ($)	3 Months Ended
Shareholders’ Deficit (Details Narrative) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares authorized	3,000,000,000		3,000,000,000
Common stock, par value	$ 0.0001		$ 0.0001
Proceeds from Issuance of Common Stock	$ 114,000	$ 634,500
Common stock, shares issued	1,804,255,108		1,566,255,108
Common stock, shares outstanding	1,804,255,108		1,566,255,108
Officers [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares to be issued for compensation, shares	1,958,333
Shares to be issued for compensation, value	$ 1,954
Regulation A Offering [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares sold for cash, shares	100,000,000
Proceeds from Issuance of Common Stock	$ 99,000
Subscriptions [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares sold for cash, shares	138,000,000
Stock To Be Issued [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares sold for cash, shares	115,000,000
Accepted stock payment	$ 114,000
Stock To Be Issued [Member] \| Subscription Agreements 1 [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares sold for cash, shares	100,000,000
Accepted stock payment	$ 99,000
Stock To Be Issued [Member] \| Subscription Agreements 2 [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares sold for cash, shares	15,000,000
Accepted stock payment	$ 15,000
Series A Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized	100,000		100,000
Preferred stock, par value	$ 0.0001		$ 0.0001
Preferred stock, shares outstanding	688		688
Preferred stock, shares issued	688		688
Series B Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized	62,500		62,500
Preferred stock, par value	$ 0.0001		$ 0.0001
Preferred stock, shares outstanding	9,938		9,938
Preferred stock, shares issued	9,938		9,938
Series C Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized	6,944,445		6,944,445
Preferred stock, par value	$ 0.0001		$ 0.0001
Preferred stock, shares outstanding	6,838,889		6,838,889
Preferred stock, shares issued	6,838,889		6,838,889
Series D Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized	500,000		500,000
Preferred stock, par value	$ 0.0001		$ 0.0001
Preferred stock, shares outstanding	425,000		425,000
Preferred stock, shares issued	425,000		425,000
Series E Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized	4,000,000		4,000,000
Preferred stock, par value	$ 0.0001		$ 0.0001
Preferred stock, shares outstanding	4,000,000		4,000,000
Preferred stock, shares issued	4,000,000		4,000,000
Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized	25,000,000
Preferred stock, par value	$ 0.0001

Related Party Transactions (Details) - USD ($)	Sep. 30, 2023	Jun. 30, 2023
Related Party Transactions [Abstract]
Related parties – subsidiary	$ 177,320	$ 177,320
Accrued salaries, bonus, fees	890,275	621,812
Total loans from related parties, net	$ 1,067,595	$ 799,132

Related Party Transactions (Details Narrative) - USD ($)	3 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Related Party Transaction [Line Items]
Debt expensed	$ 3,428	$ 3,428
Accrued interest		$ 66,443		$ 52,853
Boapin [Member]
Related Party Transaction [Line Items]
Note payable	$ 170,000		$ 170,000

Commitments and contingencies (Details Narrative) shares in Millions	Oct. 24, 2022 shares
Commitments and Contingencies Disclosure [Abstract]
Monetary damages and injunction to transfer shares	56

Office/Warehouse lease (Details) - USD ($)	3 Months Ended
Office/Warehouse lease (Details) - USD ($)	Sep. 30, 2023	Sep. 30, 2022
Officewarehouse Lease
Rent Expenses	$ 4,080	$ 5,410

Office/Warehouse lease (Details 1)	Sep. 30, 2023 USD ($)
Officewarehouse Lease
2024	$ 12,240
2025	16,670
July & August 2025	2,790
Total future minimum lease payments	31,700
Less imputed interest	(2,540)
Total present value of future minimum lease payments	$ 29,160

Office/Warehouse lease (Details 2) - USD ($)	Sep. 30, 2023	Jun. 30, 2023
Officewarehouse Lease
Operating lease right-of-use assets	$ 28,740	$ 32,157
Accrued lease liability	14,443
Long-term lease liability	14,717	$ 18,468
Operating lease liability	$ 29,160
Weighted Average Remaining Lease Term	1 year 11 months 1 day
Weighted Average Discount Rate	8.44%

Office/Warehouse lease (Details Narrative) - USD ($)	Sep. 30, 2023	Jun. 30, 2023
Right of use asset	$ 28,740	$ 32,157
New Lease Agreement [Member]
Right of use asset	$ 43,058
Minimum [Member]
Lease term	3 years
Maximum [Member]
Lease term	5 years

Other income - settlement (Details Narrative) - USD ($)	3 Months Ended
Other income - settlement (Details Narrative) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Feb. 28, 2022
Other Income and Expenses [Abstract]
Attorney costs			$ 105,125
Settlement income	$ 0	$ 19,500