UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

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 ~~March~~September 3130, 2022

☐ 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~~I.R.S Employer	Primary Standard Industrial
Incorporation or Organization)	Identification Number	Classification Code
		Number

2901 W. Coast Highway, Suite 200, ~~Newport Beach, CA 92663~~

Newport Beach, CA 92663

(Address of principal executive offices)

Phone: (949) -270-7460

(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 ☒

Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years.

N/A

Applicable Only to Corporate Registrants

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 ~~May~~November 514, 2022
Common Stock, $0.0001		1,~~493~~531,~~142~~592,608

~~WEARABLE~~Table ~~HEALTH~~of ~~SOLUTIONS, INC.~~Contents

TABLE OF CONTENTS

PART I

Item 1.	Condensed Financial Statements	3
	Consolidated Balance Sheets as of September 30, 2022 (unaudited) and June 30, 2022	3
	Consolidated Statements of Operations for the Three Months Ended September 30, 2022 and 2021 (Unaudited)	4
	Consolidated Statements of Changes in Shareholders’ Deficit for the Three Months Ended September 30, 2022 and 2021 (Unaudited)	5
	Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2022 and 2021 (Unaudited)	8
	Notes to Consolidated Financial Statements (Unaudited)	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25

Item 4.	Controls and Procedures	26

PART II

Item 1.	Legal Proceedings	27

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

~~FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2022~~2

PART I
Item 1.	Financial Statements	1
	Balance Sheets as of March 31, 2022 (unaudited) and June 30, 2021	1
	Statements of Operations for the Three and Nine Months Ended March 31, 2022 and 2021 (Unaudited)	2
	Statements of Changes in Shareholders’ Deficit for the Nine Months Ended March 31, 2022 and 2021 (Unaudited)	3
	Statements of Cash Flows for the Nine Months Ended March 31, 2022 and 2021 (Unaudited)	6
	Notes to the Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	24
PART II
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mining Safety Disclosures	26
Item 5.	Other Information	26
Item 6.	Exhibits	27
	Signatures	28

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

Wearable Healthcare Solutions, Inc.

Consolidated Balance Sheets

	March 31, 2022			June 30, 2021
		(unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	569,973		$	847,430
Accounts receivable, net		–			25,694
Accounts receivable, other		2,000			2,000
Prepaid Inventory		16,197			22,682
Prepaid expenses		–			10,000
Total Current Assets		588,170			907,806
Property, Plant & Equipment
Dealer portal (net of $5,849 and $0 depreciation, as of March 31, 2022 and June 30, 2021, respectively)		44,151			–
Total Property, Plant & Equipment		44,151			–
Total Assets	$	632,321		$	907,806
LIABILITIES and SHAREHOLDERS' DEFICIT
COMMITMENTS AND CONTINGENCIES (Note 12)		–			–
Current liabilities
Accounts payable	$	107,268		$	331,876
Accrued expenses and other current liabilities		377,360			296,920
Accrued expenses - related party		320,101			579,673
Contract liabilities - Deferred revenue		82,306			108,298
Line of credit		397,500			397,500
Derivative liability		–			281,845
Notes payable		430,380			853,244
Note payable - other		50,000			50,000
Note payable - related party		47,000			425,000
Convertible notes - Leonite		–			260,000
Convertible notes- other		673,750			673,750
Total current liabilities		2,485,665			4,258,106
TOTAL LIABILITIES		2,485,665			4,258,106
SHAREHOLDERS’ DEFICIT
Preferred stock: 25,000,000 Shares Authorized, par value $0.0001
Series A Convertible Preferred Stock: $0.0001 par value; 100,000 shares authorized, 688 shares issued and outstanding as of March 31, 2022 and June 30, 2021, respectively.		1			1
Series B Convertible Preferred Stock: $0.0001 par value; 62,500 shares authorized, 9,938 shares issued and outstanding as of March 31, 2022 and June 30, 2021, respectively.		1			1
Series C Preferred Stock: $0.0001 par value; 6,944,445 authorized,6,838,889 and 138,886 shares issued and outstanding as of March 31, 2022 and June 30, 2021, respectively		684			684
Series D Preferred Stock: $0.0001 par value; 500,000 shares authorized, 425,000 shares issued and outstanding as of March 31, 2022 and June 30, 2021, respectively.		43			43
Series E Preferred Stock $0.0001 par value, 4,000,000 shares authorized, 4,000,000 and 1,900,000 shares issued and outstanding as of March 31, 2022 and June 30, 2021, respectively		400			190
Series E Preferred Stock to be issued (-0- and 100,000 shares as of March 31, 2022 and June 30, 2021, respectively)		–			57,000
Common stock
Common Stock: $0.0001 par value; 3,000,000,000 shares authorized,1,080,492,608 and 647,074,177 shares issued and outstanding as of March 31, 2022 and June 30, 2021, respectively		108,049			64,708
Common stock to be issued (407,632,500 and 20,050,000 shares as of March 31, 2022 and June 30, 2021, respectively)		6,535,559			169,005
Additional paid in capital		29,967,450			22,732,295
Accumulated deficit		(38,465,530	)		(26,374,227	)
Total Shareholders’ Deficit		(1,853,344	)		(3,350,300	)
Total Liabilities and Shareholders’ Deficit	$	632,321		$	907,806

As at September 30, 2022 and June 30, 2022

The footnotes are an integral part of these unaudited financial statements


	9/30/2022			6/30/2022
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	255,904		$	70,505
Accounts receivable, net		16,657			–
Due from related parties (See Footnote 11)		–			155,800
Accounts receivable, other		2,000			2,000
Inventory		41,196			7,064
Prepaid Inventory		18,522			62,040
Prepaid expenses		1,325			–
Total Current Assets		335,604			297,409

Property and Equipment:
Property and equipment (net of depreciation of $10,893 and $8,349, respectively)		48,549			41,651
Total Property, Plant and Equipment		48,549			41,651
Right-of-use assets		42,001			–

Total Assets	$	426,154		$	339,060

LIABILITIES and SHAREHOLDERS' DEFICIT
COMMITMENTS AND CONTINGENCIES (Note 12)		–			–
Current liabilities
Accounts payable	$	66,297		$	57,940
Accrued expenses and other current liabilities		390,007			374,278
Short-term lease liability		12,877			–
Related party debt, net		192,875			213,840
Deferred revenue		77,880			80,880
Line of credit		397,500			397,500
Notes payable		399,717			413,099
Note payable – other		50,000			50,000
Note payable - related party		170,000			170,000
Convertible notes- other		673,750			673,750
Total current liabilities		2,430,903			2,431,287
Long-term lease liability		29,160			–

TOTAL LIABILITIES		2,460,063			2,431,287

SHAREHOLDERS’ DEFICIT
Preferred stock
Series A Convertible Preferred Stock: $0.0001 par value; 100,000 shares authorized, 688 shares issued and outstanding as of September 30, 2022 and June 30, 2022, respectively		1			1
Series B Convertible Preferred Stock: $0.0001 par value; 62,500 shares authorized, 9,938 shares issued and outstanding as of September 30, 2022 and June 30, 2022, respectively		1			1
Series C Preferred Stock: $0.0001 par value; 6,944,445 authorized, 6,838,889 shares issued and outstanding as of September 30, 2022 and June 30, 2022, respectively		684			684
Series D Preferred Stock: $0.0001 par value; 500,000 shares authorized, 425,000 shares issued and outstanding as of September 30, 2022 and June 30, 2022, respectively		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, 2022 and June 30, 2022, respectively		400			400
Common stock
Common Stock: $0.0001 par value; 3,000,000,000 shares authorized, 1,531,592,608 and 1,493,142,608 shares issued and outstanding as of September 30, 2022 and June 30, 2022, respectively		153,159			149,314
Common stock to be issued (76,610,000 and 35,602,500 shares as of September 30, 2022 and June 30, 2022, respectively)		713,500			407,677
Additional paid-in capital		37,270,452			36,773,035
Accumulated deficit		(40,172,149	)		(39,423,382	)
Total Shareholders’ Deficit		(2,033,909	)		(2,092,227	)
Total Liabilities and Shareholders’ Deficit	$	426,154		$	339,060

1The accompanying footnotes are an integral part of these unaudited consolidated financial statements

Wearable Healthcare Solutions, Inc.

Consolidated Statements of Operations

For the three and nine months ended March 31, 2022 and 2021 (unaudited)

	For the Three Months Ended						For the Nine Months Ended
	March 31, 2022			March 31, 2021			March 31, 2022			March 31, 2021
Revenue
Hardware revenue	$	5,659		$	90,412		$	82,644		$	296,426
Service revenue		207,323			192,909			736,957			739,345
Gross Revenue		212,982			283,321			819,601			1,035,771
Cost of sales		(111,434	)		(75,194	)		(457,307	)		(620,215	)
Gross profit		101,548			208,127			362,294			415,556
Operating expenses
Selling expense		44,346			32,552			318,708			34,650
Depreciation		2,500			–			5,849			–
Research and development expense		209,800			–			374,484			–
Consulting and professional fees		106,624			50,554			462,998			158,513
Insurance		28,124			13,515			50,507			35,272
Rent		4,050			3,300			12,555			11,418
Salaries and wages		6,974,610			280,809			10,904,649			2,532,293
Software expense		24,500			10,512			22,887			13,506
General and administrative		89,084			24,835			295,659			89,998
Total Operating expenses		7,483,638			416,077			12,448,296			2,875,650
Loss from operations		(7,382,090	)		(207,950	)		(12,086,002	)		(2,460,094	)
Other income / (expense)
Other income		23,000			–			23,000			–
Gain on debt extinguishment		–			–			96,145			–
Gain on loan forgiveness		–			222,981			–			81,000
Change in fair value of derivative instrument		–			–			(213,053	)		(31,940	)
Gain on settlement of accounts payable		–			–			156,616			–
Interest expense		(8,493	)		(28,069	)		(68,009	)		(121,001	)
Total other income (expense)		14,507			194,912			(5,301	)		(71,941	)
Net loss before taxes		(7,367,583	)		(13,038	)		(12,091,303	)		(2,532,035	)
Income tax		–			–			–			–
Net loss	$	(7,367,583	)	$	(13,038	)	$	(12,091,303	)	$	(2,532,035	)
Net loss per common share - Basic and Diluted	$	(0.0073	)	$	(0.00	)	$	(0.01487	)	$	(0.00366	)
Weighted average common shares outstanding - Basic & Diluted		1,008,459,767			557,529,809			813,299,239			692,481,701

The footnotes are an integral part of these unaudited financial statements

Wearable Healthcare Solutions, Inc.

Consolidated Statement of Shareholders’ Deficit

For the three and nine months ended March 31, 2022 and 2021 (unaudited)

	Series A			Series B			Series C			Series C to be issued
	Shares		Amount	Shares		Amount	Shares		Amount	Shares			Amount
As at June 30, 2020	688	$	1	9,938	$	1	138,886	$	14	6,700,003		$	375,200
Loss for the period	–		–	–		–	–		–	–			–
Issuance of Series C Preferred shares							6,700,003		670	(6,700,003	)		(375,200	)
Return of preferred stock
Preferred stock issued/officer comp
Common stock issued/officer comp
As at September 30, 2020	688	$	1	9,938		1	6,838,889	$	684	–		$	–
Loss for the period	–		–	–		–	–		–	–			–
3a10 shares
Common stock for officer comp
Preferred stock issued/officer comp
Common stock issued/officer comp
As at December 31, 2020	688	$	1	9,938		1	6,838,889	$	684	–		$	–
Loss for the period	–		–	–		–	–		–	–			–
3a10 shares
Common stock for officer comp
Preferred stock issued/officer comp
Common stock issued/officer comp
As at March 31, 2021	688	$	1	9,938		1	6,838,889	$	684	–		$	–

As at June 30, 2021	688	$	1	9,938		1	6,838,889	$	684	–	$	–
Loss for the period	–		–	–		–	–		–	–		–
Common stock for comp
Common stock for debt conversion
Common stock for officer comp
Preferred stock for compensation
Issuance of issuable shares
As at September 30, 2021	688	$	1	9,938	$	1	6,838,889	$	684	–	$	–
Loss for the period	–		–	–		–	–		–	–		–
Common stock for services
Common stock for comp
Common stock for debt conversion
Preferred stock for compensation
Subscriptions receivable
Issuance of issuable shares
As at December 31, 2021	688	$	1	9,938	$	1	6,838,889	$	684	–	$	–
Loss for the period	–		–	–		–	–		–	–		–
Common stock for services
Common stock for comp
Common stock for debt conversion
Preferred stock for compensation
Subscriptions receivable
Issuance of issuable shares
As at March 31, 2022	688	$	1	9,938	$	1	6,838,889	$	684	–	$	–

Wearable Healthcare Solutions, Inc.

Consolidated ~~Statement~~Statements of ~~Shareholders’ Deficit~~Operations

For the three ~~and nine~~ months ended ~~March~~September 3130, ~~2022~~ 2022 and 2021 (unaudited)

(continued)


	2022			2021
Revenue	$	216,460		$	302,872
Cost of sales		(120,002	)		(203,511	)
Gross profit		96,458			99,361

Operating expenses
Selling expense		190,010			148,079
Research and development expense		2,180			149,000
Depreciation expense		2,544			849
Consulting and professional fees		42,314			172,454
Insurance		29,192			15,917
Rent		5,410			4,455
Salaries and wages		502,856			3,529,453
Software expense		–			93,477
General and administrative		81,977			82,785
Total Operating expenses		856,483			4,196,469

Loss from operations		(760,025	)		(4,097,108	)

Other (income) / expense, net
Other income		(19,500	)		–
Interest income		(1,500	)		–
Change in fair value of derivative instrument		–			238,155
Gain on debt extinguishment		–			(15,832	)
Interest expense		9,742			35,304
Total other (income) expense, net		(11,258	)		257,627
Net loss before taxes		(748,767	)		(4,354,735	)
Income tax		–			–
Net loss	$	(748,767	)	$	(4,354,735	)

Net loss per common share - Basic and Diluted	$	(0.0005	)	$	(0.0223	)

Weighted average common shares outstanding - Basic & Diluted		1,517,790,978			195,378,542

	Series D			Series E					Series E to be issued
	Shares		Amount	Shares			Amount		Shares		Amount
As at June 30, 2020	425,000	$	43	4,000,000		$	400		1,000,000	$	650,000
Loss for the period	–		–	–			–		–		–
Issuance of Series C Preferred shares
Return of preferred stock				(4,000,000	)		(400	)
Preferred stock issued/officer comp				1,000,000			100				(80,000	)
Common stock issued/officer comp
As at September 30, 2020	425,000	$	43	1,000,000		$	100		1,000,000	$	570,000
Loss for the period	–		–	–			–		–		–
3a10 shares
Common stock for officer comp
Preferred stock issued/officer comp
Common stock issued/officer comp
As at December 31, 2020	425,000	$	43	1,000,000		$	100		1,000,000	$	570,000
Loss for the period	–		–	–			–		–		–
3a10 shares
Common stock for officer comp
Preferred stock issued/officer comp
Common stock issued/officer comp
As at March 31, 2021	425,000	$	43	1,000,000		$	100		1,000,000	$	570,000

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

As at June 30, 2021	425,000	$	43	1,900,000	$	190	100,000		$	57,000
Loss for the period	–		–	–		–	–			–
Common stock for comp
Common stock for debt conversion
Common stock for officer comp
Preferred stock for compensation				2,000,000		200
Issuance of issuable shares
As at September 30, 2021	425,000	$	43	3,900,000	$	390	100,000		$	57,000
Loss for the period	–		–	–		–	–			–
Common stock for services
Common stock for comp
Common stock for debt conversion
Preferred stock for compensation				100,000		10	(100,000	)		(57,000	)
Subscriptions receivable
Issuance of issuable shares
As at December 31, 2021	425,000	$	43	4,000,000	$	400	0		$	–
Loss for the period	–		–	–		–	–			–
Common stock for services
Common stock for comp
Common stock for debt conversion
Preferred stock for compensation
Subscriptions receivable
Issuance of issuable shares
As at March 31, 2022	425,000	$	43	4,000,000	$	400	0		$	–

Wearable Healthcare Solutions, Inc.

Consolidated ~~Statement~~Statements of Shareholders’ Deficit

For the three ~~and nine~~ months ended ~~March~~September 3130, 2022 (unaudited) and 2021 (unaudited)

Series A

Series B

Series C

Series C to be issued

Shares

Amount

Shares

Amount

Shares

Amount

Shares

Amount

As at June 30, 2021

688

9,938

6,838,889

684

–

Loss for the period

–

Issuance of Series C Preferred shares

–

Return of preferred stock

–

Preferred stock issued/officer comp

–

Common stock issued/officer comp

–

As at September 30, 2021

688

9,938

6,838,889

684

–

As at June 30, 2022

688

9,938

6,838,889

684

–

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

–

As at September 30, 2022

688

9,938

6,838,889

684

–

(continued)

	Common Stock			Common Stock to be issued				Additional Paid in Capital		Accumulated					Total
	Shares		Amount	Shares		Amount		Amount		Deficit			Total
As at June 30, 2020	297,399,177	$	29,740	10,350,000	$	71,415	$	18,578,122	$	(23,061,221	)	$	(3,356,285	)
Loss for the period	–		–	–		–		–		(1,949,592	)		(1,949,592	)	–
Issuance of Series C Preferred shares								374,530					–
Return of preferred stock													(400	)
Preferred stock issued/officer comp								649,900					570,000
Common stock issued/officer comp	200,000,000		20,000	150,000		1,500		1,120,000					1,141,500
As at September 30, 2020	497,399,177	$	49,740	10,500,000	$	72,915	$	20,722,552	$	(25,010,813	)	$	(3,594,777	)	–
Loss for the period	–		–	–		–		–		(569,405	)		(569,405	)	–
3a10 shares	48,989,000		4,899										4,899
Common stock for officer comp				225,000		1,376							1,376
Preferred stock issued/officer comp				150,000		985							985
Common stock issued/officer comp													–
As at December 31, 2020	546,388,177	$	54,639	10,875,000	$	75,276	$	20,722,552	$	(25,580,218	)	$	(4,156,922	)	–
Loss for the period	–		–	–		–		–		(13,038	)		(13,038	)	–
3a10 shares	11,500,000		1,150					113,850					115,000
Common stock for officer comp				225,000		3,218							3,218
Preferred stock issued/officer comp													0
Common stock issued/officer comp													–
As at March 31, 2021	557,888,177	$	55,789	11,100,000	$	78,494	$	20,836,402	$	(25,593,256	)	$	(4,051,743	)

As at June 30, 2021	647,074,177	$	64,708	20,050,000		$	169,005		$	22,732,295		$	(26,374,227	)	$	(3,350,300	)	(3,350,300)
Loss for the period	–		–	–			–			–			(4,354,735	)		(4,354,735	)	–
Common stock for comp	7,000,000		700	5,000,000			60,000			74,300						135,000
Common stock for debt conversion	25,269,253		2,527							250,166						252,693
Common stock for officer comp				225,000			2,498									2,498
Preferred stock for compensation										2,999,800						3,000,000
Issuance of issuable shares	232,500,000		23250	(10,000,000	)		(100,000	)		2,301,750						2,225,000
As at September 30, 2021	911,843,430	$	91,185	15,275,000		$	131,503		$	28,358,311		$	(30,728,962	)	$	(2,089,845	)
Loss for the period	–		–	–			–			–			(368,985	)		(368,985	)	–
Common stock for services	10,000,000		1,000	(10,000,000	)		(69,000	)		68,000						–
Common stock for comp				225,000			2,422									2,422
Common stock for debt conversion	41,149,178		4,114							420,900						425,014
Preferred stock for compensation										56,990						–
Subscriptions receivable										(100,000	)					(100,000	)
Issuance of issuable shares	97,500,000		9750	20,000,000			200,000			965,250						1,175,000
As at December 31, 2021	1,060,492,608	$	106,049	25,500,000		$	264,925		$	29,769,450		$	(31,097,947	)	$	(956,394	)
Loss for the period	–		–	–			–			–			(7,367,583	)		(7,367,583	)	–
Common stock for services																–
Common stock for comp				402,132,500			6,470,634									6,470,634
Common stock for debt conversion																–
Preferred stock for compensation																–
Subscriptions receivable																–
Issuance of issuable shares	20,000,000		2,000	(20,000,000	)		(200,000	)		198,000						–
As at March 31, 2022	1,080,492,608	$	108,049	407,632,500		$	6,535,559		$	29,967,450		$	(38,465,530	)	$	(1,853,343	)	(1,853,344)

The footnotes are an integral part of these unaudited financial statements

Wearable Healthcare Solutions, Inc.

Consolidated ~~Statement~~Statements of ~~Cash Flows~~Shareholders’ Deficit

For the ~~nine~~three months ended ~~March~~September 3130, 2022 (unaudited) and 2021 (unaudited)

	2022			2021
Cash flow from operating activities
Net loss	$	(12,091,303	)	$	(2,532,035	)
Adjustment for non-cash charges and other items:
Depreciation and amortization		5,849			–
Common stock issued for services		–			4,899
Stock compensation expense		9,610,554			1,829,150
Loss on change in fair value of derivative		213,053			31,940
Gain on accounts payable extinguishment		(156,616	)		–
Gain on settlement of convertible notes payable		(96,145	)		–
Amortization of debt discount		–			4,167
Total adjustments		(2,514,608	)		(661,879	)
Changes in working capital
Decrease / (increase) in accounts receivable		25,694			11,746
Decrease / (increase) in prepaid inventory		–			59,898
Decrease / (increase) in prepaid expenses		16,485			–
(Decrease) / increase in trade and other payables		(67,992	)		(53,402	)
(Decrease) / increase in accrued expenses		99,393			264,536
(Decrease) / increase in accrued expenses - related party		(204,121	)
(Decrease) / increase in deferred revenue		(25,992	)		(63,790	)
Total changes in working capital		(156,533	)		218,988
Cash flow used in operating activities		(2,671,141	)		(442,891	)
Cash flow provided by investing activities
Decrease / (increase) in property, plant & equipment		(50,000	)		–
Acquisition of company		–			(400	)
Cash flow provided by financing activities		(50,000	)		(400	)
Cash flow provided by financing activities
Proceeds from note payable		25,000			550,000
Proceeds from issuance of stock for cash		3,300,000			–
Repayments of note payable		(825,864	)		(80,166	)
Payments to related parties		(55,452	)		(14,968	)
Cash flow from financing activities		2,443,684			454,866
Increase in cash and cash equivalents		(277,457	)		11,575
Cash and cash equivalents at the beginning of the period		847,430			–
Cash and cash equivalents at end of the period	$	569,973		$	11,575
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Conversions of notes and accrued interest	$	269,954		$	–
Cash paid for interest and taxes
Interest	$	–		$	–
Taxes	$	–		$	–

(continued)

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

Series D

Series E

Series E to be issued

Shares

Amount

Shares

Amount

Shares

Amount

As at June 30, 2021

425,000

1,900,000

190

100,000

57,000

Loss for the period

–

Common stock for compensation

–

Common stock for debt conversion

–

Common stock for officer compensation

–

Preferred stock for compensation

–

2,000,000

200

–

Shares sold for cash

–

As at September 30, 2021

425,000

3,900,000

390

100,000

57,000

As at June 30, 2022

425,000

4,000,000

400

–

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

–

As at September 30, 2022

425,000

4,000,000

400

–

~~WEARABLE~~Wearable ~~HEALTHCARE~~Healthcare ~~SOLUTIONS~~Solutions, ~~INC~~Inc.

~~NOTES~~Consolidated TOStatements ~~CONSOLIDATED~~of ~~FINANCIAL STATEMENTS~~Shareholders’ Deficit

~~March~~For ~~31,~~the ~~2022~~three ~~and~~months ~~June~~ended September 30, 2022 (unaudited) and 2021 (unaudited)

(continued)


	Common Stock				Common Stock to be issued						Additional Paid in Capital		Accumulated
	Shares		Amount		Shares			Amount			Amount		Profit/Deficit			Total

As at June 30, 2021		647,074,177	$	64,708		20,050,000		$	169,005		$	22,732,295	$	(26,374,227	)	$	(3,350,300	)

Loss for the period		–		–		–			–			–		(4,354,735	)		(4,354,735	)
Common stock for compensation		7,000,000		700		5,000,000			60,000			74,300		–			135,000
Common stock for debt conversion		25,269,253		2,527		–			–			250,166		–			252,693
Common stock for officer compensation		–		–		225,000			2,498			–					2,498
Preferred stock for compensation		–		–		–			–			2,999,800		–			3,000,000
Shares sold for cash		232,500,000		23,250		(10,000,000	)		(100,000	)		2,301,750		–			2,225,000

As at September 30, 2021		911,843,430	$	91,184		15,275,000		$	131,503		$	28,358,311	$	(30,728,961	)	$	(2,089,845	)



As at June 30, 2022		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

As at September 30, 2022		1,531,592,608	$	153,159		76,610,000		$	713,500		$	37,270,452	$	(40,172,149	)	$	(2,033,909	)

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

Wearable Healthcare Solutions, Inc.

Consolidated Statements of Cash Flows

For the three months ended September 30, 2022 and 2021 (unaudited)


	2022			2021
Cash flow from operating activities
Net loss	$	(748,767	)	$	(4,354,735	)
Adjustment for non-cash charges and other items:
Depreciation		2,544			849
Stock compensation expense		172,585			3,137,498
Change in fair value of derivative instrument		–			238,155
Gain on debt extinguishment		–			(15,832	)
Total adjustments		(573,638	)		(994,065	)
Changes in working capital
Decrease / (increase) in accounts receivable		(16,657	)		25,694
Decrease / (increase) in inventory		(34,132	)		–
Decrease / (increase) in prepaid inventory		43,518			22,682
Decrease / (increase) in prepaid expenses		(1,325	)		(49,600	)
(Decrease) / increase in trade and other payables		8,357			(31,385	)
(Decrease) / increase in accrued expenses		15,765			27,344
(Decrease) / increase in deferred revenue		(3,000	)		(1,542	)
Total changes in working capital		12,526			(6,807	)
Cash flow used in operating activities		(561,112	)		(1,000,872	)

Cash flow from investing activities
Purchases of property and equipment		(9,442	)		(50,000	)
Cash flow used in investing activities		(9,442	)		(50,000	)

Cash flow from financing activities
Proceeds from issuance of stock for cash		634,500			2,225,000
Advances from related party		–			29,705
Proceeds received from related parties		155,800			–
Payments to related parties		(20,965	)		–
Proceeds from note payable		–			20,000
Repayments of note payable		(13,382	)		(318,468	)
Cash flow provided by financing activities		755,953			1,956,237
Increase in cash and cash equivalents		185,399			905,365
Cash and cash equivalents at beginning of the year		70,505			847,430
Cash and cash equivalents at end of the year	$	255,904		$	1,752,795

Non-cash investing and financing activities
Write off of derivative liability due to debt conversion	$	–		$	176,800
Issuance of common stock for conversion of notes payable and conversion fees	$	–		$	7,225

Cash paid for interest and taxes
Interest	$	–		$	–
Taxes	$	–		$	–

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

WEARABLE HEALTHCARE SOLUTIONS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022 (unaudited) and June 30, 2022

Note 1 – Nature and Continuance of Operations

Wearable ~~Health~~Healthcare Solutions Inc. (the Company) ~~was~~ 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~~ 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.”

~~Wearable~~The ~~Health~~Company ~~Solutions~~ provides mobile health (mHealth) products and services to be used by customers in case of an emergency. As a provider of personal emergency ~~response~~ devices, we ~~provide~~the ~~innovative~~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.

~~Our~~The Company’s flagship products are the iHelp devices, the 3G and the next generation iHelp MAX™ -– personal emergency ~~alarms~~alarm that are used to summon help in the event of an emergency at home.

Basis of presentation

The accompanying interim condensed consolidated financial statements are unaudited, but in the opinion of ~~management of Wearable Health Solutions, Inc. (~~the Company)’s management, contain all adjustments, which include normal recurring adjustments, necessary to present fairly the financial position at ~~March~~September 3130, 2022, and the results of operations, the changes in shareholders’ deficit and cash flows for the three ~~and nine~~ months ended ~~March~~September 3130, 2022. The balance sheet as of June 30, ~~2021~~2022, is derived from the Company’s audited consolidated financial statements.

Certain information and footnote disclosures normally included in financial statements that have been prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, although management of the Company believes that the disclosures contained in these consolidated financial statements are adequate to make the information presented therein not misleading. ~~For~~ For further information, refer to the consolidated financial statements and the notes thereto included in the Company’s Annual Report on the Form 10-K for the fiscal year ended June 30, ~~2021, that was filed with the Securities and Exchange Commission on November 19, 2021, with its final amendment on March 23,~~ 2022.

The results of operations for the three ~~and nine~~ months ended ~~March~~September 3130, 2022, are not necessarily indicative of the results of operations to be expected for the full fiscal year ending ~~June~~ June 30, ~~2022~~2023.

Note 2 – Summary of Significant Accounting Policies

~~Principles~~Use of ~~Consolidation~~Estimates – The preparation of consolidated financial statements ~~include~~in conformity with accounting principles generally accepted in the ~~accounts~~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 ~~its~~assumptions ~~wholly~~including those related to the fair value of acquired assets and liabilities, stock-~~owned~~based orcompensation, ~~controlled~~income ~~operating~~taxes, ~~subsidiaries:~~allowance ~~Medical~~for doubtful accounts, ~~Alarm~~long-lived ~~Concepts~~assets, ~~LLC~~and inventories, and ~~Boapin.~~other ~~All~~matters ~~intercompany~~that ~~accounts~~affect the consolidated financial statements and ~~transactions~~disclosures. ~~have~~Actual ~~been~~results could ~~eliminated~~differ from those estimates.

Use of Estimates – The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America 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 financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. Such estimates include valuation of stock compensation, valuation of derivative liabilities, allowance for doubtful accounts.9

The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of financial statements.

Principles of Consolidation – The consolidated financial statements include the accounts of the Company and its wholly-owned or controlled operating subsidiary: Medical Alarm Concepts, LLC. All intercompany accounts and transactions have been eliminated in consolidation.

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.

7Accounts Receivable – We estimate 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. We charge 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. We consider any balance unpaid after the contract payment period to be past due. There are $16,657 and $-0- in accounts receivable net of allowances of $23,705 and $-0- at September 30, 2022 and June 30, 2022, respectively.

~~Accounts~~Software ~~Receivable~~Development –for Weinternal ~~estimate~~use - ~~credit~~The ~~loss~~Company ~~reserves~~accounts for ~~accounts~~software ~~receivable~~development oncosts anin ~~individual~~accordance ~~receivable~~with ~~basis~~applicable guidelines. ASoftware ~~specific~~development ~~impairment~~costs ~~allowance~~include ~~reserve~~payroll, employee isbenefits, ~~established~~ stock-based oncompensation ~~expected~~expense, ~~future~~and ~~cash~~other ~~flows~~headcount-related ~~and~~expenses ~~the~~associated ~~financial~~with ~~condition~~product ofdevelopment. ~~the~~Software development ~~debtor.~~costs Wealso ~~charge~~include ~~off~~third-party ~~customer~~development ~~balances~~and inprogramming ~~part~~costs, orlocalization incosts ~~full~~incurred ~~when~~to translate software for international itmarkets, isand ~~more~~the ~~likely~~amortization ~~than~~of ~~not~~purchased ~~that~~software wecode ~~will~~and ~~not~~services ~~collect~~content. ~~that~~Such ~~amount~~costs ofrelated ~~the~~to ~~balance~~software ~~due.~~development Weare ~~consider~~included in ~~any~~software ~~balance~~development ~~unpaid~~expense ~~after~~until the ~~contract payment~~point ~~period~~that totechnological befeasibility ~~past~~is ~~due~~reached. ~~There~~Once technological feasibility is reached, such costs are ~~$-0-~~capitalized and ~~$25,694~~depreciated inover ~~accounts~~the ~~receivables~~useful ~~net~~estimated lives of ~~allowances~~the ofsoftware. ~~$23,705~~For ~~and~~software ~~$23~~modifications or developments,~~705~~ the atCompany ~~March~~expenses 31the costs. The Company purchased its dealer portal for $50, ~~2022~~000 ~~and~~on ~~June~~August 30, 2021, ~~respectively~~which is being depreciated over 5 years.

~~Software~~Concentration ~~Development~~of ~~for~~Credit ~~internal~~Risk ~~use~~ - ~~The~~ ~~Company accounts for software development costs in accordance with applicable guidelines. Software development costs include payroll,~~Financial ~~employee~~instruments ~~benefits,~~that ~~stock-based~~potentially ~~compensation~~subject ~~expense,~~us ~~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~~concentrations ~~software~~of ~~for~~credit ~~international markets,~~risk ~~and~~consist ~~the~~primarily ~~amortization~~ of ~~purchased~~cash ~~software code~~ and ~~services~~cash ~~content.~~equivalents 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~~accounts ~~over the useful estimated lives of the software~~receivable. ~~For software modifications or developments,~~ ~~the~~The Company ~~expenses~~performs ~~the~~ongoing ~~costs.~~credit ~~The~~evaluations ~~Company~~of ~~purchased~~ its ~~dealer~~customers ~~portal~~and ~~for~~maintains ~~$50,000~~allowances onfor ~~August~~potential ~~30,~~credit ~~2021, to be depreciated over 5 years~~losses.

~~Concentration~~Recognition of ~~Credit~~Revenues ~~Risk~~– Recognition of Revenues – In May 2014, the FASB issued ASU No. 2014-09, ~~Financial~~Revenue from Contracts with Customers (Topic 606). ASU 2014-09 establishes ~~instruments~~a ~~that~~single ~~potentially~~comprehensive ~~subject~~model usfor entities to ~~concentrations~~use ofin ~~credit~~accounting ~~risk~~for ~~consist~~revenue ~~primarily~~arising offrom ~~cash~~outside contracts with customers and ~~cash~~supersedes most ~~equivalents~~of the existing revenue recognition guidance and ~~accounts~~notes ~~receivable~~that lease contracts with customers are a scope exception. ASU 2014-09 requires ~~The~~an ~~Company~~entity ~~currently~~to ~~maintains~~recognize ~~cash~~revenue ~~balances~~when it transfers promised goods or services to customers in ~~excess~~an ofamount ~~FDIC~~that ~~insurance~~reflects ~~maximums~~the consideration to which an entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. ~~The~~On August ~~Company~~12, ~~performs~~2015, ~~ongoing~~the ~~credit~~FASB ~~evaluations~~issued ASU 2015-14 to defer the effective date of ASU 2014-09. Public business entities may elect to adopt the ~~its~~amendments ~~customers~~as ~~and~~of ~~maintains~~the ~~allowances~~original effective date; however, adoption is required for ~~potential~~annual ~~credit~~reporting ~~losses~~periods beginning after December 15, 2017. The Company has adopted this pronouncement.

~~Recognition~~The ofCompany’s ~~Revenues~~revenues –are Inderived ~~May~~principally ~~2014, the FASB issued ASU No. 2014-09, Revenue~~ from ~~Contracts~~utilizing ~~with~~new ~~Customers~~technology ~~(Topic~~in ~~606).~~the ~~ASU~~medical ~~2014-09~~alarm ~~establishes~~industry ~~a single comprehensive model for entities~~ to ~~use~~provide in24-hour ~~accounting~~personal ~~for~~response ~~revenue~~monitoring ~~arising~~services ~~from outside contracts with customers~~ and ~~supersedes~~related ~~most of the existing~~products ~~revenue~~to ~~recognition~~subscribers ~~guidance and notes that lease contracts~~ with ~~customers~~medical ~~are~~or aage-related ~~scope exception~~conditions. ~~ASU~~The ~~2014-09~~Company ~~requires~~recognizes ~~an entity to recognize~~ revenue when it ~~transfers~~is ~~promised~~realized ~~goods~~ or ~~services~~realizable toand ~~customers~~earned. inFor hardware ansales, ~~amount that reflects~~ the ~~consideration~~Company torecognizes ~~which~~revenues anat ~~entity~~a ~~expects to~~point ~~be entitled~~ in ~~exchange~~time ~~for~~when ~~those~~the ~~goods~~product oris ~~services~~shipped. ~~and~~Customers ~~also~~are ~~requires~~billed ~~certain~~on ~~additional~~Net ~~disclosures~~30 terms. For Onservice ~~August 12~~revenue, ~~2015,~~ the ~~FASB issued~~Company ~~ASU~~recognizes ~~2015-14~~revenues toover ~~defer~~ the ~~effective~~term ~~date~~ of ~~ASU~~the ~~2014-09.~~service ~~Public~~contract ~~business~~and ~~entities~~when ~~may~~the ~~elect~~services toare ~~adopt~~rendered. ~~the~~For ~~amendments~~customers who aspay ofseveral ~~the~~months ~~original effective~~at ~~date;~~a ~~however~~time, ~~adoption~~the isCompany ~~required~~records revenues for ~~annual~~the ~~reporting~~month’s ~~periods~~services ~~beginning~~and ~~after~~the ~~December~~balance 15of funds to deferred revenues, and ~~2017.~~records ~~The~~the ~~Company~~balance ~~adopted~~of ~~this pronouncement~~revenues ~~July~~as 1,they ~~2018~~become current.

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 for services over time as the performance obligations are met and for product sales at a point in time when the performance obligations are met. For hardware sales, the Company recognizes revenues when the product is shipped. Customers are billed on Net 30 terms. For service revenue, the Company recognizes revenues when the service is provided. For customers who pay several months at a time, the Company records revenues for the month’s services and the balance of funds to deferred revenues and records the balance of revenues as they become current.

Schedule of revenues
	3 months ended September 30,
	2022		2021
REVENUES
Hardware revenue	$	26,876	$	53,583
Service revenue		189,584		249,289
TOTAL REVENUES	$	216,460	$	302,872

Schedule of revenues
	3 months ended March 31,				9 months ended March 31,
REVENUES	2022		2021		2022		2021
Hardware revenue	$	5,659	$	90,412	$	82,644	$	296,426
Service revenue		207,323		192,909		736,957		739,345
TOTAL REVENUES	$	212,982	$	283,321	$	819,601	$	1,035,771

8The following table discloses changes in deferred revenue for the three months ended September 30, 2022 and 2021:

The following table discloses changes in contract liabilities for the three and nine months ended March 31, 2022.

Revenues (Details - Deferred revenue)
DEFERRED REVENUE	2022			2021
Balance at beginning of period	$	80,880		$	108,298
Deferred revenue recognized upon shipments to customers		47,422			2,682
Revenues recognized to end customers		(50,422	)		(4,224	)
Balance at the end of the period	$	77,880		$	106,756

Schedule of unearned revenue
	3 months ended March 31, 2022			9 months ended March 31, 2022
Balance at beginning of period – December 31, 2021 and June 30, 2021	$	95,015		$	108,298
Contract liabilities		48,510			168,823
Recognition of contract liabilities		(61,219	)		(194,815	)
Balance at the end of the period - March 31, 2022	$	82,306		$	82,306

Deferred revenue at September 30, 2022 and 2021 was $77,880 and $106,756, respectively. 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, 2022 and 2021, respectively. The Company has no agreements longer than 12 months.

Contract liabilities at March 31, 2022 and June 30, 2021 was $82,306 and $108,298, 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 March 31, 2022 and June 30, 2021, respectively. We have no agreements longer than 12 months.

Deferred Taxes – The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

ASC 740, Income Taxes, requires a company to first determine whether it is more likely than not (which is defined as a likelihood of more than fifty percent) that a tax position will be sustained based on its technical merits as of the reporting date, assuming that taxing authorities will examine the position and have full knowledge of all relevant information. A tax position that meets this more-likely-than-not threshold is then measured and recognized at the largest amount of benefit that is greater than fifty percent likely to be realized upon effective settlement with a taxing authority.

The Federal and state income tax returns of the Company for 2021, 2020, and 2019 are subject to examination by the Internal Revenue Service and state taxing authorities for three (3) years from the date filed.

Fair value of financial instruments. The Company measures its financial and non-financial assets and liabilities, as well as makes related disclosures, in accordance with FASB Accounting Standards Codification No. 820, Fair Value Measurement (“ASC 820”), which provides guidance with respect to valuation techniques to be utilized in the determination of fair value of assets and liabilities. Approaches include, (i) the market approach (comparable market prices), (ii) the income approach (present value of future income or cash flow), and (iii) the cost approach (cost to replace the service capacity of an asset or replacement cost). ASC 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

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

Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3: Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one more significant inputs or significant value drivers are unobservable.

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

911

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~~As ~~the~~of ~~three~~September ~~and nine months ended March 31~~30, 2022 and 2021, the Company recorded $432,~~472~~180 and $149,000 ~~and $-0- and $-0-~~ in research and development costs, respectively.

Basic and Diluted Loss per Common Share - Basic loss per common share excludes dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding during the period of computation. Diluted loss per share gives effect to all potential dilutive common shares outstanding during the period of compensation. Diluted income (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the net income of the Company, subject to anti-dilution limitations.

Schedule of anti-dilutive shares

Basis of conversion

Dilution

~~March 31,~~ 2022

~~June 30, 2021~~

2021

Series A Convertible

688 shares outstanding

1 share A: 2 shares

~~1,376~~

1,376

~~1,376~~

1,376

Series B Convertible

9,938 shares outstanding

1 share B: 2 shares

~~19,876~~

19,876

~~19,876~~

19,876

Series C Convertible

6,838,889 ~~and 138,886~~ shares outstanding ~~as of March 31, 2022 and June 30, 2021, respectively~~

1 share C: 10 shares

~~68,388,890~~

68,388,890

~~1,388,860~~

68,388,890

Series C Convertible

-0- and 6,700,003 shares to be issued as of March 31, 2022 and June 30, 2021, respectively

1 share C: 10 shares

–

67,000,030

Series D Convertible

425,000 shares outstanding

1 share D: 10 shares

4,250,000

Series D Convertible

425,000 shares outstanding

1 share D: 100 shares

42,500,000

Series E Convertible

4,000,000 and 3,900,000 shares outstanding in 2022 and 2021, respectively

1 share E: 100 shares

400,000,000

390,000,000

Series E Convertible

4,000,000 and 1,900,000 shares outstanding as of March 31, 2022 and June 30, 2021, respectively

1 share E: 100 shares

400,000,000

190,000,000

Series E Convertible Shares to be issued

-0- and 100,000 Series E shares to be issued in 2022 and 2021, respectively

1 share E: 100 shares

–

10,000,000

Series E Convertible Shares to be issued

-0- and 100,000 Series E shares to be issued as of March 31, 2022 and June 30, 2021, respectively

1 share E: 100 shares

–

10,000,000

472,660,142

510,910,142

300,910,142

~~Because~~The ~~the~~ Company has incurred losses for the past ~~two~~ two years, as a result, the basic and diluted share bases will be presented as the same. For the three ~~and~~month ~~nine~~periods ~~months~~ ended ~~March~~September 3130, 2022 and 2021, the Company incurred losses of ($0.010005) and ($0.000223) per basic share and diluted share, respectively.

Recent Accounting Pronouncements

In ~~February~~December ~~2016~~2019, the FASB issued ASU ~~2016~~2019-0212, ~~Leases~~Income Taxes (Topic ~~842~~740), ~~which~~– ~~supersedes~~Simplifying the ~~current~~Accounting ~~accounting~~ for ~~leases~~Income ~~and~~Taxes. ~~while~~The ~~retaining~~update ~~two~~is ~~distinct~~intended ~~types~~to ofsimplify ~~leases,~~the ~~finance~~current ~~and~~rules ~~operating,~~regarding ~~(1) requires~~the ~~lessees~~accounting tofor ~~record~~income ataxes ~~right~~and ofaddresses ~~use~~several ~~asset~~technical ~~and~~topics aincluding ~~related~~accounting ~~liability~~ for ~~the~~franchise ~~rights~~taxes, ~~and~~allocating ~~obligations~~income ~~associated~~taxes between ~~with~~ a ~~lease, regardless~~loss ofin ~~lease~~continuing ~~classification,~~operations and ~~recognize lease expense~~ in aother ~~manner~~categories ~~similar~~such toas ~~current~~discontinued ~~accounting~~operations, ~~(2) eliminates~~reporting ~~most~~income ~~real estate~~taxes ~~specific~~for ~~lease~~legal ~~provisions, and (3) aligns many of the underlying lessor model principles with those in the new revenue standard.~~entities ~~Leases~~that ~~with~~are anot ~~term~~subject ofto 12income ~~months~~taxes, orand ~~less~~interim ~~will~~accounting ~~be accounted~~ for ~~similar~~enacted tochanges ~~existing~~in ~~guidance~~tax ~~for operating leases today~~laws. ~~For~~The ~~public companies, the~~ new standard is effective for ~~annual and interim periods in~~ fiscal years beginning after December 15, ~~2018.~~2020; ~~For all other entities~~however, ~~including~~ ~~emerging~~early ~~growth~~adoption ~~companies, this standard~~ is ~~effective for annual reporting periods beginning after December 15, 2019, and interim periods within fiscal years beginning after December 2020. Earlier application is~~ permitted. The Company ~~evaluated~~does ~~the~~not ~~impact~~expect on the ~~financial statements~~adoption ~~and~~of ~~implemented~~this ~~the~~standard have ~~provisions~~a ofmaterial ~~ASU~~impact ~~2016-02~~on ~~for~~ the ~~annual~~consolidated financial statements ~~for the year ended June 30, 2019~~.

In ~~December~~August ~~2019~~2020, the FASB issued ASU No. ~~2019~~2020-1206, ~~Simplifying~~Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06), which simplifies the ~~Accounting~~accounting for certain ~~Income~~financial ~~Taxes~~instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Among other changes, ASU 2020-06 removes from U.S. GAAP the liability and equity separation model for convertible instruments with a cash conversion feature, and as ~~part~~a result, after adoption, entities will no longer separately present in equity an embedded conversion feature for such debt. Similarly, the embedded conversion feature will no longer be amortized into income as interest expense over the life of ~~its~~the ~~initiative~~instrument. Instead, entities will account for a convertible debt instrument wholly as debt unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC Topic 815, Derivatives and Hedging, or (2) a convertible debt instrument was issued at a substantial premium. Among other potential impacts, this change is expected to reduce ~~complexity~~reported interest expense, increase reported net income, and result in ~~accounting~~a ~~standards~~reclassification of certain conversion feature balance sheet amounts from shareholders’ equity to liabilities as it relates to the Company’s convertible senior notes. ~~The~~Additionally, ~~amendments~~ASU in2020-06 requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share (EPS), which is consistent with the Company’s accounting treatment under the current standard. ASU ~~are~~2020-06 is effective for fiscal years beginning after December 15, ~~2020~~ 2021, ~~including~~with ~~interim~~early ~~periods therein. Early~~ adoption ofpermitted ~~the~~for ~~standard is~~fiscal ~~permitted,~~years ~~including~~beginning ~~adoption~~after inDecember ~~interim~~15, or2020, ~~annual~~and ~~periods~~can ~~for~~be ~~which~~adopted ~~financial~~on ~~statements~~either ~~have~~a ~~not~~fully ~~yet~~retrospective or ~~been~~modified ~~issued~~retrospective basis. The Company is currently evaluating the ~~effect~~timing, ifmethod ~~any,~~of ~~that~~adoption ~~the~~and ~~ASU~~overall ~~will~~impact ~~have~~of this standard on its consolidated financial statements.

The Company reviewed all recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA and the SEC, and they did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

Note 3 – Going Concern

The accompanying consolidated financial statements for the three ~~and nine~~ months ended ~~March~~September 3130, 2022 and 2021 have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As at ~~March~~September 3130, 2022 and June 30, ~~2021~~2022, the Company has shown losses for the last 2two years and has an accumulated deficit of ($3840,~~465~~172,~~530~~149) and ($2639,~~374~~423,~~227~~382), respectively. 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.

During the three months ended September 30, 2022, Company has net cash used in operating activities of $561,112 as well as stock compensation non-cash expenses of $172,585 and a net loss of $748,767. The Company had net cash flow of $755,953 from financing activities in the three months ended September 30, 2022, which resulted in a negative working capital of $2,095,299 as of September 30, 2022. If the Company is unable to raise additional adequate capital, it could be forced to cease operations.

Management believes that the Company’s capital requirements will depend on many factors including the success of the Company’s development efforts and its efforts to raise capital. Management also believes the Company needs to raise additional capital for working capital purposes. There can be no assurance that the Company will be able to obtain the additional capital resources necessary to implement its business plan or that any assumptions relating to its business plan will prove accurate.

These factors raise substantial doubt about our ability to continue as a going concern for a period of 12 months from the issue date of this report. The consolidated financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 4 – Inventory, ~~Prepaid Inventory,~~ and ~~Prepaid~~prepaid ~~Expenses~~expenses

The Company maintains some ~~inventories~~inventory in ~~house~~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 ~~March~~September 3130, 2022 and June 30, ~~2021~~2022, the ~~Company~~ Company had $~~-0-~~41,196 and $~~-0-~~7,064 in inventory ~~in-house~~, respectively, as well as $1618,~~197~~522 and $2262,~~682~~040 in prepaid ~~inventories in transit~~inventory, respectively.

~~The~~As ~~Company~~of ~~recorded~~September ~~prepaid~~30, ~~public~~2022 ~~relations~~ and ~~investor~~June ~~relations~~30, ~~(PR/IR)~~2022, ~~services~~the Company ofhad $~~-0-~~1,325 and $~~10,000~~-0- in ~~March~~prepaid 31expenses, ~~2022 and June 30, 2021,~~ respectively.

AsNote of5 ~~March~~– ~~31,~~Property ~~2022~~ and ~~June 30, 2021, the Company had $-0- and $10,000 in prepaid expenses, respectively.~~Equipment

~~Note~~The 5Company –has ~~Property~~$20,000 ~~Plant~~in furnishings, $19,689 in office computers and ~~Equipment~~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, and is being depreciated over 60 months.

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.13

As of ~~March~~September 3130, 2022 and June 30, ~~2021~~2022, the ~~Company~~ Company recorded $4448,~~151~~549 and $~~-0-~~ 41,651 in net Property, ~~Plant,~~ and Equipment, respectively:

Schedule of property, plant and equipment
	March 31, 2022			June 30, 2021
	September 30,			June 30,
Furniture	$	20,000		$	20,000
	2022			2022
Furniture	$	29,442		$	20,000
Office computers, equipment, software		19,689			19,689
Software development costs		45,900			45,900
Dealer Portal		50,000			–50,000
Property, plant, and equipment		~~135~~145,~~589~~031			85135,589
Less accumulated depreciation – portal		(5,849	)		–
Less accumulated depreciation		(96,482	)		(93,938	)
Less accumulated depreciation		(85,589	)		(85,589	)
Net property, plant, and equipment	$	48,549		$	41,651
Net property, plant, and equipment	$	44,151		$	-0-

11Note 6 – Accounts payable and accrued expenses and other current liabilities

~~Note~~The 6Company –recorded Accounts ~~payable~~Payable ~~and~~of ~~accrued~~$66,297 ~~expenses~~and $57,940, directly related to operating costs, as of September 30, 2022 and ~~liabilities~~June 30, 2022, respectively.

~~The~~Accrued ~~Company~~expenses ~~recorded~~and ~~Accounts~~other ~~Payable~~current ofliabilities are ~~$107~~expenses that have been incurred but not yet paid,~~268~~ 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 $~~331~~402,~~876~~884 and $374,278 ~~directly~~in ~~related~~accrued toexpenses ~~operating~~and ~~costs,~~other current liabilities as of ~~March~~September 3130, 2022 and June 30, ~~2021~~2022, respectively.

~~Accrued~~Note ~~expenses~~7 ~~are~~–Notes ~~expenses~~Payable ~~that have been incurred but not yet paid, mainly include legal fees, audit fees~~ and ~~other~~Note ~~professional fees as well as interests accrued in connection with notes~~Payable ~~payable~~- ~~and credit line. The Company recorded $377,360 and $296,920 in accrued expenses and other current liabilities as of March 31, 2022 and June 30, 2021, respectively.~~Other

~~3a10~~Notes ~~filing~~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:

On August 17, 2020, the Wearable Health Solutions, Inc., (the “Company”) entered into a settlement agreement and stipulation (“Settlement Agreement”) with Trillium Partners LP (“Trillium”) in connection with the settlement of $310,494.38 of bona fide obligations the Company owed to certain of its creditors. The Settlement Agreement was subject to a fairness hearing, and on September 15, 2020, a Federal court in the District of Maryland held a fairness hearing and granted approval of the Settlement Agreement. If the Settlement Agreement is satisfied in full, the Company shall reduce the Company’s debt obligations equal to $310,494.38 in exchange for the issuance of settlement shares of Company’s common stock pursuant to the terms of section 3(a)(10) of the Securities Act of 1933, in multiple tranches, at a price that is sixty percent to the lowest closing bid price for the common stock for the delivery of such tranche. At no time may Trillium beneficially own more than 9.99% of the Company’s outstanding common stock.

Schedule of short term notes payable
	September 30, 2022		June 30, 2022
Notes from subsidiary	$	160,861	$	174,243
Notes payable – Reg A deposits		138,856		138,856
Short term bridge loan		100,000		100,000
Total Notes Payable	$	399,717	$	413,099

InNotes ~~October~~Payable 2020, the Company issued 48,989,000 shares of WHSI common stock, to be valued at 60% of the lowest bid price for the common stock on the date of the stock issuance. Subsequently, in April 2021, the agreement was voided for non-~~participation,~~ ~~and all 48,989,000 shares were returned to treasury.~~subsidiary

~~Note~~The 7Company –has ~~Notes~~various ~~Payable~~loans and ~~Note~~credit ~~payable-other~~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, 2022		June 30, 2021
Wells Fargo Loan	$	8,770	$	8,770
On Deck Loan		139,569		139,569
Susquehanna Salt Loan		–		10,500
Prosper Loans		9,994		9,994
Marcus Loan		2,528		5,410
Total Notes from Subsidiary (See Table Above)	$	160,861	$	174,243

Short term bridge loan - COHEN

On July 31, 2020, the Company secured a $500,000 short term bridge loan from an unaffiliated individual (“COHEN”), 12% interest, due and payable October 20, 2020. The loan is currently in default and continues to accrue interest at 12%.

AtOn ~~June~~August 3019, 2021, the Company ~~recorded~~repaid ~~short term note payable of~~ $~~500~~300,000, of ~~expensed~~principal ~~$55,027 in interest~~ and ~~accrued the same~~ in ~~interest~~November ~~liability~~2021, ~~for~~ the ~~year~~Company ~~ended~~repaid ~~June~~an 30additional $100,000 ~~2021~~in principal.

OnAt ~~August~~September 1930, ~~2021~~2022 and June 30, 2022, the Company recorded ~~repaid~~a short term note payable of $~~300~~100,000 of, ~~principal~~respectively. InDuring ~~November~~the ~~2021~~three months ended September 30, 2022 and September 30, 2021, the Company ~~repaid~~expensed an$3,000 ~~additional~~and $~~100~~10,~~000~~981 in ~~principal~~interest, respectively. The accrued interest payable at September 30, 2022 and June 30, 2022 was $79,677 and $76,677, respectively. These notes are included in the Notes payable total on the Company’s balance sheet.

At March 31, 2022, the Company recorded short term note payable of $100,000, expensed $18,649 in interest and accrued the same in interest liability for the nine months ended March 31, 2022.

Note payable – stock purchases under Reg A

In March 2021 and June 2021, the Company ~~accepted~~ ~~loans~~accepted payments of $115,000 for stock purchases under the Reg A filing from two unaffiliated investors, pending blue sky registrations in two states. In July 2021, the Company accepted loans of totaling $20,000 from two unaffiliated investors, pending blue sky registrations in two additional states. The notes mature in one year and bear interest at 5%. ~~and the~~The full amount of the note plus interest is convertible at the Reg A fixed price of $0.01, when possible.

In October 2021, the Company accepted a loan of $5,000 from ~~one~~two unaffiliated ~~investor,~~investors pending blue sky ~~registration~~registrations in ~~his~~two ~~state.~~additional ~~As of March 31, 2022 and June 30, 2021, the Company recorded $140,000 and $115,000 in notes payable for stock purchases under Reg A, accrued and expensed interest of $8,736 and $1,594, respectively~~states.

AsAt ofSeptember ~~March 31~~30, 2022 and June 30, ~~2021~~2022, the Company has ~~outstanding~~recorded $~~430~~138,~~380~~856 and $~~853~~138,~~244~~856 in notes payable for stock purchases under Reg A. During the three months ended September 30, 2022 and September 30, 2021, the Company recorded interest expense of $2,700 and $2,300, respectively. The accrued interest payable at September 30, 2022 and June 30, 2022 was $13,494 and $10,794, 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.

AsDuring ofthe ~~March~~three 31months ended September 30, 2022 and ~~June~~September 30, 2021, the Company ~~expensed~~ recorded interest expense of $1,500 and $2500,~~000~~ inrespectively. The accrued interest ~~fees~~payable at September 30, 2022 and ~~has~~June ~~accrued~~30, 2022 was $1011,~~983~~782 and $911,~~283~~282, respectively. These notes are included in ~~interest~~the Notes payable, ~~respectively~~total on the Company’s balance sheet.

Convertible note payable – ~~other~~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 $~~660~~13,~~000~~750 (“~~BENZA~~B2CF”) and $13660,~~750~~000 (“~~B2CF~~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 ~~All~~notes are currently in default, and all outstanding warrants have expired.

AsThe ofCompany ~~March~~is ~~31,~~currently ~~2022~~in ~~and~~negotiations ~~June~~to ~~30,~~settle the ~~2021~~$660,000 ~~the~~BENZA ~~Company reported~~loan ~~$673,750~~with ~~and~~principles ~~$673~~in the company,~~750~~ inalthough ~~convertible~~there ~~notes~~has ~~payable,~~been ~~respectively~~no settlement to date.

OnAs ~~July~~of ~~22,~~September ~~2021~~30, ~~the~~2022 ~~Company~~and ~~filed~~June ~~suit~~30, ~~for~~2022, ~~damages~~the ~~resulting~~Company ~~from~~reported ~~the~~$673,750 ~~related~~and ~~party. On November 4~~$673,750 ~~2021,~~in ~~Benza~~convertible ~~Pharma~~notes ~~LLC filed a countersuit. To date~~payable, ~~there has been no resolution or settlement~~respectively. ~~The loans are recognized on the financials with no discount.~~

~~Convertible Note: Leonite Capital, LLC:~~15

On November 19, 2019, the Company, together with Hypersoft Ventures (collectively, the “Borrower”), received $135,000 on issuing the first tranche of $150,000 (prorated original issue discount of $15,000) of a $250,000 unsecured convertible note (“Leonite Convertible Note”) from Leonite Capital, LLC, a Delaware limited liability company (“Leonite”), net of an aggregate original issue discount of up to $77,778. The Leonite Convertible Note bears annual interest at the Prime Rate plus eight percent (8%), not to exceed twelve percent (12%) per annum, computed on a 365/360 basis, and is due nine months from the date of issuance. The Leonite Convertible Note is convertible into shares of the Company’s common stock at a conversion price equal to $0.02 per share with anti-dilution features. In connection with its purchase of the Leonite Convertible Note, the Company issued to Leonite 2,700,000 shares of common stock, prorated for the initial tranche. On June 4, 2021, the Company and Leonite amended the convertible note to $260,000 which included interest and penalties and extended the due date to June 4, 2023.

The Company has determined that the conversion feature embedded in the Leonite Convertible Note constitutes a derivative and has been bifurcated from the Leonite Convertible Note and recorded as a derivative liability, with a corresponding discount recorded to the associated debt, on the accompanying balance sheet, and revalued to fair market value at each reporting period. The initial issuance yielded a derivative liability of $94,225, with a discount of $150,000 to be amortized over the 9-month life of the Leonite Convertible Note.

Significant assumptions used in calculating fair value of conversion feature of Leonite Convertible Note at issuance date are as follows:

Schedule of fair value of conversion feature
Expected Dividends	Expected volatility	Risk-free rate of interest	Expected term (year)	Exercise (Conversion) price	Common stock price per share
0.00%	809.71%	0.0154%	0.75	$0.02	$0.01300

On June 4, 2021, the Company and Leonite renegotiated the convertible note for two years, face value of $260,000. At June 30, 2021, the Company recorded $281,845 in derivative liabilities.

On July 29, 2021, Leonite converted $42,750 in debt plus $2,250 in fees to 15,000,000 shares, and on August 27, 2021, Leonite converted $44,475 and $2,250 in fees to 10,269,253 shares.

On October 6, 2021, Leonite converted $57,952 in debt and interest plus $2,250 in fees to 13,231,209 shares, and on October 26, 2021, Leonite converted the remaining balance of $125,000 in debt and interest, and $2,250 in fees, to 27,917,969 shares, collectively resulting in a $96,145 gain on debt extinguishment.

Schedule of extinguishment of debt
Balance at June 30, 2021	$	260,000
Accrued interest		9,954
Leonite Convertible Note converted		(269,954	)
Total		0
Less: debt discount		(0	)
Balance at March 31, 2022	$	0

The resulting derivative valuation is calculated as follows:

Schedule of derivative liabilities at fair value
Derivative as of June 30, 2021	$	281,845
Change in fair value		238,155
		520,000
Write off due to conversions		(176,800	)
Derivative value as of September 30, 2021	$	343,200
Change in fair value		(25,102	)
		318,098
Write off due to conversion		(221,953	)
		96,145
Gain on extinguishment		(96,145	)
Derivative as of March 31, 2022	$	–

Significant assumptions used in calculating fair value of conversion feature of Leonite Convertible Note as of March 31, 2022 are as follows:

Schedule of fair value of conversion features
Expected Dividends	Expected Volatility	Risk-free rate of interest	Expected term (year)	Exercise (Conversion) price	Common stock price per share
0.00%	269.75%	0.0007%	1.9288	$0.00550	$0.01

As of March 31, 2022 and June 30, 2021, the Company has recorded $-0- and $260,000 in Convertible Note: Leonite, respectively.

Credit line – MediPendant New York Inc.

On September 30, 2014, our subsidiary entered into a line of credit with Medi Pendant New York, Inc. (“MNY”), which is partially owned by a principal of its subsidiary. Under the line of credit agreement, the Company will be able to borrow up to $500,000 with the rate of interest of 6.5% per annum. The maturity date of the credit line is September 30, 2017, with a one-year extension to September 30, 2018. On January 31, 2015, the limit on the line of credit was increased to $500,000 with same interest rate and due date. The ~~Company~~company issued 200,000 shares of common stock to one of the owners of MNY as consideration for the increase of line of credit. These shares were issued on October 19, 2015 and value at $28,000 which was the fair market value at the grant date. ~~The line of credit is currently in default.~~

As of ~~March~~September 3130, 2022 and June 30, ~~2021~~2022, the ~~Company~~ Company has recorded $397,500 and $397,500 in outstanding line of credit balance, respectively.

Debt settlement – On Deck, Susquehanna, MCA Cure

In 2019, our subsidiary engaged MCA CURE to negotiate settlements with two creditors: On Deck and Susquehanna Salt, noted in the table above. The Company ceased paying the loan payments and paid to MCA Cure $43,875 in 2019 and $47,000 in 2020, at which point the Company was contacted and MCA Cure assured they had enough funds to negotiate with the creditors. In 2020, the Company discovered MCA Cure had not performed when bank accounts were levied for $33,705 by the creditors. $18,705 was subsequently refunded by the collection firm. On September 30, 2020, the bank accounts were again levied for additional funds. Currently the Company has a settlement agreement in place with Susquehanna Salt Loan, and has booked a reserve against the $90,875 funds paid to MCA Cure. The Company has hired an attorney and is making every effort to recover funds and damages from MCA Cure. To date, there has been no resolution to the situation. As of September 30, 2022 and June 30, 2022, the Company recorded $-0- and $-0- in prepaid fund to MCA Cure, and $139,569 and $139,569 in indebtedness to On Deck. The Company negotiated a settlement with Susquehanna Salt for the loan balance, and as of September 30, 2022 and June 30, 2022, the Company recorded indebtedness to Susquehanna Salt of $-0- and $10,500, respectively.

Note 10 – Stockholders’ Deficit

~~Capital~~Preferred Stock:

The Company is currently authorized to issue 325,000,000~~,000~~ shares of ~~common stock, par value of $0.0001 per share, and 25,000,000 shares of~~ preferred stock, par value of $0.0001.

~~For~~Series ~~the~~A ~~nine~~Convertible ~~months~~Preferred ~~ended~~Stock: The ~~March~~Company ~~31,~~is ~~2021,~~currently ~~the Company~~authorized ~~issued~~to ~~200~~issue up to 100,000~~,000~~ shares toof ~~its~~Series ~~officers~~A asConvertible ~~compensation~~Preferred Stock, ~~valued~~par atvalue $~~1,140,000 or $~~0.~~0057~~0001 per share, convertible ~~accrued~~at ~~150,000~~a ~~shares~~ratio ~~as a~~of ~~bonus,~~1 ~~valued~~share atof ~~$1,500~~Series orA ~~$.01~~Convertible ~~per~~Preferred ~~share,~~Stock ~~and~~for ~~accrued~~2 ~~525,000~~shares of common stock. These shares ashave ~~officer~~no ~~compensation,~~voting ~~valued~~rights. As atof $3September 30,~~861.~~ ~~All~~2022 ~~shares~~and ~~were~~June ~~recorded at~~30, ~~the~~2022, ~~stock~~688 ~~price~~shares of ~~the~~Series ~~date~~A ofConvertible ~~agreement~~Preferred orStock ~~grant~~were issued and outstanding, respectively.

~~For~~Series ~~the~~B ~~nine~~Convertible ~~months~~Preferred ~~ended March 31, 2022, the~~Stock: The Company ~~issued~~is ~~7,000,000~~currently ~~common~~authorized ~~shares~~ to ~~employees~~issue ~~and~~up ~~contractors~~to ~~for contractual bonuses~~62,500 ~~valued~~shares atof ~~$75,000~~Series orB ~~$.0107~~Convertible ~~per~~Preferred ~~share~~Stock, ~~accrued 5,000,000~~par ~~shares~~value ~~in bonuses to be paid, valued at~~ $~~60,000 or $~~0.~~0105~~0001 per share, ~~issued 66,418,431 for $260,000 in debt, $9,954 in interest,~~ ~~and~~convertible ~~$9,000 in fees, valued~~ at ~~$677,707,~~a ~~which~~ratio ~~represents~~of ~~the~~1 ~~fair~~share ~~value~~ of ~~shares~~Series ~~issued,~~B ~~accrued~~Convertible ~~450,000~~Preferred toStock ~~be issued~~ for ~~management compensation,~~2 ~~valued~~shares ~~at $4,920 an average~~ of $common stock.~~0109~~ ~~per~~These ~~share, and sold 340,000,000~~ shares ~~under~~have ~~the~~voting ~~Reg~~rights and Avote aton ~~$3,400,000~~an or“as ~~$.01~~converted” ~~per~~basis ~~share, 10,000,000~~in ofactions ~~which~~required ~~were accrued~~ to behave ~~issued~~Series asB ofPreferred ~~December~~Stockholder ~~31, 2021~~approval. InAs ~~January~~of ~~2022,~~September ~~the Company issued 20~~30,~~000,000 shares previously~~ ~~accrued~~2022 and ~~recorded~~June ~~402~~30,~~132,500~~ ~~shares to be issued in employee compensation and bonuses~~2022, ~~valued at $6~~9,~~470,634.~~938 ~~All~~ shares ~~were~~of ~~recorded at~~Series ~~the~~B ~~quoted~~Convertible ~~stock~~Preferred ~~price~~Stock ofwere ~~the~~issued ~~date~~and ofoutstanding, ~~agreement or grant~~respectively.

AsSeries ofC ~~March~~Convertible ~~31,~~Preferred ~~2022~~Stock: The ~~and~~Company ~~June~~is ~~30,~~currently ~~2021,~~authorized ~~the~~to ~~Company has~~issue ~~1,080,492,608~~up ~~and~~to ~~697~~6,~~074~~944,~~199~~445 shares of ~~common~~Series ~~stock~~C ~~issued~~Convertible ~~and~~Preferred ~~outstanding~~Stock, ~~and~~par ~~407,632,500~~value ~~and~~$0.0001 20per share,~~050,000~~ convertible ~~issuable~~at a ratio of 1 share of Series C Convertible Preferred Stock for 10 shares common stock. These shares, have voting rights ~~respectively~~and vote on an “as converted” basis on all matters submitted to our Stockholders for approval.

15The Company issued 6,700,003 shares for the BOAPIN asset purchase; these shares were issued on September 1, 2020. As of September 30, 2022 and June 30, 2022, 6,838,889 shares of Series C Convertible Preferred Stock were issued and outstanding, respectively.

Offering pursuant to Regulation A

On September 11, 2020, the Company filed a 1-A offering statement with the Securities and Exchange commission, offering up to 500,000,000 shares of common stock at $.01 to raise up to $5,000,000. The offering was amended on October 14, 2020 and can be viewed on the SEC website, www.sec.gov.

Preferred Stock.

Series A Convertible Preferred Stock: The Company is currently authorized to issue 100,000 shares of Series A Convertible Preferred Stock, par value $0.0001, convertible at 1 share of Series A preferred stock for 2 shares of common stock. These shares have no voting rights.

Series B Convertible Preferred Stock: The Company is currently authorized to issue 62,500 shares of Series B Convertible Preferred Stock, par value $0.0001, convertible at 1 share of Series B 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.

Series C Convertible Preferred Stock: The Company is currently authorized to issue 6,944,445 shares of Series C Convertible Preferred Stock, par value $0.0001, convertible at 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 in actions required to have Series C Preferred Stockholder approvals.

Series D Convertible Preferred Stock: The Company is currently authorized to issue, 500,000 shares of Series D Convertible Preferred Stock, par value $0.0001, convertible at 1 share of Series D Convertible Preferred stock for 100 shares of common stock, as amended. These shares have voting rights and vote on an “as converted” basis in actions required to have Series D Preferred Stockholder approval.

Series E Convertible Preferred Stock: The Company is currently authorized to issue 4,000,000 shares of Series E Convertible Preferred Stock, par value $0.0001, convertible at 1 share of Series E Convertible Preferred Stock for 100 shares of common stock. In addition, Series E Convertible Preferred Stock carry voting rights of 10,000 votes per share of Series E Convertible Preferred Stock.

During the nine months ended March 31, 2021, the Company issued 6,700,003 shares of Series C Convertible Preferred Stock, valued at $375,000 or $.056 per shares in conjunction with the purchase of the Boapin portal (See Note 11), returned 4,000,000 shares of Series E Convertible Preferred Stock, valued at $400 or $.0001, and issued 1,900,000 shares of Series E Convertible Preferred shares to two officers for services, valued at $1,223,000 an average of $.64 per share. All shares were recorded at the stock price of the date of agreement or grant on an as-converted basis.

During the nine months ended March 31, 2022, the Company issued 1,000,000 shares of Series E Convertible Preferred shares to each of its two directors for services, valued at $3,000,000 or $1.50 per share, and issued 50,000 shares to each of its two directors, previously accrued, valued at $57,000 or $.57 per share. All shares were recorded at the quoted common stock price of the date of agreement or grant on an as-converted basis.

As of March 31, 2022 and June 30, 2021, the Company had 688 shares of Series A Convertible Preferred Stock, 9,938 shares of Series B Convertible Preferred Stock, 6,838,889 shares of Series C Convertible Preferred Stock, 425,000 shares of Series D Convertible Preferred Stock, and 4,000,000 shares of Series E Convertible Preferred Stock issued and outstanding, respectively.

All shares were valued at the stock price on the day of transaction or conversion.

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, 2022 and June 30, 2022, 425,000 shares of Series D Convertible Preferred Stock were issued and outstanding, respectively.

Series E Convertible Preferred Stock: The Company is currently authorized to issue up to 4,000,000 shares of Series E Convertible Preferred Stock, par value $0.0001 per share, convertible at a ratio of 1 share of Series E Convertible Preferred Stock for 100 shares of common stock. Each of these shares carries a voting right equivalent to 10,000 shares of common stock. The Company may not issue any other shares with extended voting rights.

During the year ended June 30, 2021, as part of the change in control, 4,000,000 shares were returned to treasury to be canceled. In December 2020 the Company issued 1,000,000 shares of Series E Convertible Preferred Stock accrued in the prior year and issued 450,000 shares of Series E Convertible Preferred Stock to each of its two directors, 900,000 shares total, valued at $513,000 or $0.57 per share, accrued 100,000 shares of Series E Preferred stock to be issued to directors for services, valued at $57,000 or $.57 per share, all pricing based on the conversion of one share of Series E Convertible Preferred Stock for 100 shares of common stock and the price of the common stock on the date of accrual. During the year ended June 30, 2022, the Company issued 1,000,000 shares of Series E Convertible Preferred shares to each of its two directors for services, valued at $3,000,000 or $1.50 per share, and issued 50,000 shares to each of its two directors, previously accrued for at $57,000 or $0.57 per share. All shares were recorded at the quoted common stock price of the date of agreement or grant on an as-converted basis.

As of September 30, 2022 and June 30, 2022, 4,000,000 and 4,000,000 shares of Series E Convertible Preferred Stock were issued and outstanding, respectively.

Common Stock:

The Company is currently authorized to issue 3,000,000,000 shares of common stock, par value of $0.0001 per share.

During the three months ended September 30, 2022, the Company issued 6,950,000 shares to its officers as compensation (of which 6,162,500 shares were granted in a prior period), valued at $101,262 or $.0146 per share; 5,000,000 shares to an employee as compensation, valued at $66,000 or $0.0132 per share; 21,500,000 shares issued to investors, valued at $215,000 or $0.01 per share; and 5,000,000 shares issued for services, valued at $89,000 or $0.0178 per share. All shares were recorded at the stock price of the date of agreement or grant.

During the three months ended September 30, 2022, the Company also recorded shares to be issued of 3,475,000 to its officers as compensation, valued at $47,144 or $.0136 per share, and shares to be issued of 32,500 to an employee as compensation, valued at $441 or $0.0136 per share. All shares were recorded at the stock price of the date of agreement or grant.

During August and September 2022, the Company received proceeds totaling $604,500 in connection with the issuance of 67,950,000 shares of common stock. Of the total proceeds received, $300,000 in proceeds was received from the issuance of 37,500,000 common shares that were issued under the terms of subscription agreements at the contract price of $0.008. The remaining proceeds of $304,500 was received from the issuance of 30,450,000 common shares that were issued under the terms of subscription agreements at the contract price of $0.01. These shares are yet to be issued as of September 30, 2022.

For the three months ended September 30, 2021, the Company issued 7,000,000 shares to employees and contractors for contractual bonuses, valued at $75,000 or $.0107 per share, accrued 5,000,000 shares in bonuses to be paid, valued at $52,500 or $.0105 per share. All shares were recorded at the stock price of the date of agreement or grant. The Company issued 25,269,253 shares for $87,225 of debt and $4,500 in expenses converted, accrued 225,000 shares to be issued for management compensation, valued at $2,498 or $.011 per share, and sold 222,500,000 shares under the Reg A at $2,225,000 or $.01 per share.

As of September 30, 2022 and June 30, 2022, the Company has 1,531,592,608 and 1,493,142,608 shares of common stock issued and outstanding, respectively.

Note 11 – Related Party Transactions

Note payable – BOAPIN purchase

In August 2020, and effective as of June ~~2019~~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 $~~425~~800,~~670~~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 ~~twelve~~ eight percent (128%) interest with no prepayment or delinquency clauses.

OnAs ~~October~~of 28September 30, ~~2021~~2022 and June 30, ~~the~~2022, the Company ~~repaid~~has recorded a Note payable-BOAPIN of $~~105~~170,000 inand ~~principal~~$170,000, respectively. During the three months ended September 30, 2022 and onSeptember ~~December 1~~30, 2021, the Company ~~repaid~~recorded interest expense of $~~150~~3,~~000~~428 inand ~~principal~~$8,570, respectively. The accrued interest balance at September 30, 2022 and June 30, 2022 was $52,843 and $49,415, respectively.

~~During~~Related ~~the~~party ~~quarter ended March 31~~debt, ~~2022, Company repaid $123,000 in principal, accrued $1,410 in interest, and expensed the same.~~net

AsFrom oftime ~~March~~to 31time, ~~2022~~the ~~and~~Company ~~June~~received ~~30,~~funds from ~~2021~~related parties for day-to-day operations. These are short-term loans which bear no interest, and the Company expects to repay these ~~has~~loans ~~recorded~~by ~~Note~~the ~~payable~~end of the fiscal year following the year in which the short-~~BOAPIN~~term loan was made. The following table reflects the composition of ~~$47~~the related party debt,~~000~~ ~~and~~net ~~$425~~balance at September 30,~~000,~~ 2022 and ~~accrued~~June ~~interest~~30, of2022. The Company had a receivable from certain management employees totaling $44155,~~315~~800 ~~and~~at ~~$28~~June 30,~~225,~~ ~~respectively~~2022. The total receivable balance was subsequently collected by the Company on September 27, 2022.

Accrued expenses and due to related party

Schedule of related party transactions
	September 30,		June 30,
	2022		2022
Related parties – subsidiary	$	192,875	$	202,875
Due from related parties		–		(155,800	)
Accrued salaries, bonus, fees		–		10,965
Total loans from related parties, net	$	192,875	$	58,040

From time to time, related parties loaned the company working capital for day-to-day operations, respectively. These are short-term loans which bear no interest, and the Company expects to repay these loans within the coming year. In addition, salary accruals owed to the officers of the Company have been included in the Due to related party line item.

As of March 31, 2022 and June 30, 2021, the Company owes $320,101 and $579,673 in related party payables, respectively.

Note 12 – Commitments and contingencies

~~Commitments~~Legal 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.Matters

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

	1)	Wearable Health Solutions, Inc. v. Barry Honig, GRQ Consultants Inc., Benza Pharma LLC and John Does 1-10, Supreme Court of the State of New York County of New York, July 22, 2021. Company is disputing the validity of Notes from 3/2016 and seeking damages, reparations, and related costs.

	2)	GRQ Consultants, Inc. v. Wearable Health Solutions, Inc., Supreme Court of the State of New York, County of New York, August 26, 2021, Parties are seeking summary judgment of $50,000 plus accrued interest in response to lawsuit by Company regarding $50,000 loan from 11/2016.

	3)	Benza Pharma LLC, Sandor Capital, LP, and John Lema v. Wearable Health Solutions, Inc., District Court, Clark County, Nevada, Parties are seeking summary judgment of $3,000,000 plus accrued interest in regards to convertible notes payable from March, 2016. The Company believes that there is a very low probability that it will pay this amount and as a result has not accrued for it on the Company’s balance sheet.

	4)	Medical Alarm Concepts LLC v. MCA Cure, LLC, Superior Court of New Jersey, Law Division, Morris County. Company is seeking return of payments for non-performance plus attorney fees and court costs. A settlement was reached between the parties whereby MCA Cure will pay an initial $10,000 and $6,500 each month until debt is satisfied in 2023 (See Note 13).

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.

~~The~~Note ~~Company~~13 is– ~~currently~~Office/Warehouse ~~involved in the below litigation matters. 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.~~lease

1)In ~~Wearable~~February ~~Health Solutions~~2016, ~~In.~~the v.FASB ~~Barry~~issued ~~Honig~~ASU 2016-02, Leases ~~GRQ~~(Topic ~~Consultants Inc.~~842), ~~Benza~~which ~~Pharma~~supersedes ~~LLC~~the current accounting for leases and ~~John~~while ~~Does~~retaining ~~1-10~~two distinct types of leases, ~~Supreme~~finance ~~Court~~and operating, (1) requires lessees to record a right of use asset and a related liability for the ~~State~~rights ofand ~~New~~obligations ~~York~~associated ~~County~~with a lease, regardless of ~~New~~lease ~~York~~classification, ~~July~~and 22recognize lease expense in a manner similar to current accounting, ~~2021.~~(2) eliminates ~~Company~~most isreal estate ~~disputing~~specific lease provisions, and (3) aligns many of the ~~validity~~underlying lessor model principles with those in the new revenue standard. Leases with a term of ~~Notes~~12 ~~from~~months ~~3/2016~~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 ~~seeking~~interim ~~damages~~periods in fiscal years beginning after December 15, ~~reparations~~2018. For all other entities, including emerging growth companies, this standard is effective for annual reporting periods beginning after December 15, 2019, and ~~related~~interim periods ~~costs~~within fiscal years beginning after December 2020.

2)The ~~GRQ~~Company ~~Consultants,~~maintains ~~Inc.~~its v.corporate ~~Wearable~~office ~~Health~~at 2901 ~~Solutions~~W. Coast Highway, ~~Inc.~~Suite 200, ~~Supreme~~Newport ~~Court~~Beach, ofCA ~~the~~92663. ~~State~~The Company ofcurrently ~~New~~pays ~~York,~~$175 ~~County~~a ofmonth ~~New~~for ~~York,~~its ~~August~~office ~~26,~~space ~~2021,~~and ~~Parties~~the ~~are~~term ~~seeking~~is ~~summary~~month-to-month. ~~judgment~~The ofCompany’s ~~$50,000~~subsidiary ~~plus~~maintains ~~accrued~~a ~~interest~~warehouse office in ~~response~~Pennsylvania to ~~lawsuit~~facilitate byinventory ~~Company~~arrival ~~regarding~~and ~~$50,000~~product ~~loan from 11/2016~~shipment. 3)The ~~Benza~~three-year ~~Pharma~~lease ~~LLC~~at $1,100 ~~Sandor~~per ~~Capital~~month expired on September 30, LP2021, and ~~John~~was ~~Lemak~~renewed v.for ~~Wearable~~12 ~~Health~~months ~~Solutions,~~at ~~Inc.~~$1,300 ~~District~~per ~~Court,~~month ~~Clark~~beginning ~~County,~~October ~~Nevada~~1, ~~Parties~~2021 ~~are~~and ~~seeking~~expiring ~~summary~~on ~~judgment~~September ~~of $3~~30,~~000,000~~ ~~plus~~2022. ~~accrued~~The subsidiary ~~interest~~is currently in ~~regards~~a month-to-month ~~convertible~~arrangement ~~notes~~with ~~payable~~this ~~from~~office ~~March, 2016~~warehouse. 4)The ~~Medical~~Company ~~Alarm~~entered ~~Concepts~~into ~~LLC~~a v.new ~~MCA~~three-year ~~Cure,~~lease ~~LLC~~agreement on September 9, ~~Superior~~2022 ~~Court~~for ofnew ~~New~~warehouse ~~Jersey,~~space ~~Law~~located ~~Division~~in Mequon, ~~Morris County~~Wisconsin. ~~Company~~The ismonthly ~~seeking~~rent ~~return of payments~~ for ~~non-performance~~this ~~plus~~new ~~attorney~~warehouse ~~fees~~space ~~and~~is ~~court~~$1,325 ~~costs.~~per month Afor ~~settlement~~the ~~was~~first ~~reached~~twelve ~~between~~months of the ~~parties~~lease ~~whereby~~agreement. ~~MCA~~Expenditures ~~Cure~~for ~~will~~the ~~pay~~three anmonths ~~initial~~ending ~~$10,000~~September ~~and $6~~30,~~500~~ ~~each~~2022 ~~month~~and ~~until~~2021 ~~debt~~are ~~is satisfied in 2023 (See Note 14).~~as follows:

Schedule lease cost
	2022		2021
Rent expense	$	5,410	$	3,300

~~Note~~The 13Company –leases ~~Office~~a fulfillment center in the U.S., which is classified as an operating lease which expired on September 30, 2022. The Company determines if an arrangement qualifies as a lease at the lease inception. Operating lease liabilities are recorded based on the present value of the future lease payments over the lease term, assessed as of the commencement date. The Company’s real estate leases, which are for a fulfillment center, generally have a lease term between 3 and 5 years. The Company’s leases are comprised of fixed lease payments and also include executory costs such as common area maintenance, as well as property insurance and property taxes. The Company has elected to account for the lease and non-lease components as a single lease component for its real estate leases. Lease payments, which may include lease components and non-lease components, are included in the measurement of the Company’s lease liabilities to the extent that such payments are either fixed amounts or variable amounts based on a rate or index (fixed in substance) as stipulated in the lease contract. Any actual costs in excess of such amounts are expensed as incurred as variable lease cost.

The Company maintains its corporate offices in Newport Beach, California, on a month-to-month basis. The subsidiary maintains a warehouse office in Pennsylvania to facilitate inventory arrival and product shipment. The 3-year lease at $1,100 per month expired on September 30, 2021. The lease has been renewed for 12 months at $1,300 per month beginning October 1, 2021. Expenditures for the nine months ending March 31, 2022 and 2021 are as follows:19

Schedule lease cost
		2022		2021
Rent expense	$	12,555	$	11,418

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 is currently in a month-to-month arrangement with the warehouse located in King of Prussia, Pennsylvania. 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, 2022.

Certain of the Company’s lease agreements, primarily related to real estate, include options for the Company to either renew (extend) or early terminate the lease. Leases with renewal options allow the Company to extend the lease term typically between 1 and 3 years. Renewal options are reviewed at lease commencement to determine if such options are reasonably certain of being exercised, which could impact the lease term. When determining if a renewal option is reasonably certain of being exercised, the Company considers several factors, including but not limited to, significance of leasehold improvements incurred on the property, whether the asset is difficult to replace, or specific characteristics unique to the particular lease that would make it reasonably certain that the Company would exercise such option. In most cases, the Company has concluded that renewal and early termination options are not reasonably certain of being exercised by the Company (and thus not included in the Company’s ROU asset and lease liability) unless there is an economic, financial or business reason to do so.

For the three months ended September 30, 2022, total operating lease cost was $5,410 and is recorded in general and administrative expenses, dependent on the nature of the leased asset. The operating lease cost is recognized on a straight-line basis over the lease term. The following summarizes (i) the future minimum undiscounted lease payments under non-cancelable lease for each of the next four years and thereafter, incorporating the practical expedient to account for lease and non-lease components as a single lease component for our existing real estate leases, (ii) a reconciliation of the undiscounted lease payments to the present value of the lease liabilities recognized, and (iii) the lease-related account balances on the Company’s consolidated balance sheet, as of September 30, 2022:

Schedule of future lease payments
Fiscal Year Ending June 30,

2023	$	11,925
2024		16,250
2025		16,670
July & August 2025		2,790
Total future minimum lease payments		47,635
Less imputed interest		(5,598	)
Total present value of future minimum lease payments	$	42,037


As of September 30, 2022

Operating lease right-of-use assets	$	42,001

Accrued lease liability		12,877
Long-term lease liability		29,160
	$	42,037

As of September 30, 2022

Weighted Average Remaining Lease Term		2.9 years
Weighted Average Discount Rate		8.44%

Note 14 – Other income - settlement

Settlement

In 2019, the Company engaged MCA Cure to negotiate settlements with two note holders, and paid MCA Cure a total of $97,625. In 2020, the Company discovered MCA Cure had not performed when bank accounts were levied for $33,705 and $18,705, being subsequently refunded, and engaged an attorney to recover funds. Currently the Company has a settlement agreement in place with Susquehanna Salt Loan and has hired an attorney to recover funds and damages from MCA Cure. In February 2022, a settlement was reached with MCA Cure for fees and attorney costs of $105,125, amortized at 1.5%, by which the Company would receive an initial payment of $10,000, and $6,500 monthly until the debt is satisfied in May, 2023, with stipulations for any potential default.

AsFor ofthe ~~March~~three 31months ended September 30, 2022 and 2021, the Company ~~has~~ recorded $2319,~~000~~500 and $-0-in other income related to ~~other~~this ~~revenue~~settlement agreement, respectively.

Note 15 – Subsequent Events

~~Management is reporting the passing of its founder Ronald Adams.~~ The ~~company~~Company ~~has~~evaluated ~~shared~~events ~~the~~that ~~news corporately with its network of 200 domestic and international dealers and vendors. Mr. Adams responsibilities~~ have ~~been~~occurred ~~assumed~~after bythe ~~Marc~~balance ~~Cayle as Vice President of Innovation and~~sheet ~~Development~~date ~~for~~but ~~the~~before ~~company. Mr. Cayle has over 18 years of experience in~~ the ~~Seniors~~financial ~~Health~~statements ~~Care~~are issued and ~~Personal~~determined ~~Emergency~~that ~~Response Systems~~there ~~(PERS)~~are ~~sectors.~~no Hematerial ~~also~~events ~~founded~~that ~~several~~are ~~Seniors~~required ~~Care related companies specific~~ to ~~the~~be ~~Home Health Care industry~~disclosed.

The company has updated its websites at; wearablehealthsolutions.com; ihelpalarm.com; 1800medalert.com and wearablehealthsolutions.com/investor-relations reflecting corporate, product, DTC and investor relations references.21

Common stock

In April 2022, the Company issued 402,650,000 shares of common stock to its management for compensation and bonuses, previously accrued, 10,000,000 shares of restricted common stock to an independent consultant, and cancelled 28,000,000 shares. As of the date of this filing, the Company has 1,465,143,608 shares issued and outstanding.

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.

Company Overview

Wearable Health 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.”

Wearable Health Solutions provides mobile health (mHealth) products and services to be used by customers in case of an emergency. As a provider of personal emergency response devices, we provide 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.

Our flagship products are the iHelp devices, the 3G and the next generation iHelp MAX™ - personal emergency alarms that are used to summon help in the event of an emergency at home.

Results of Operations

Results for the ~~Three~~Period ~~Months~~ Ended ~~March~~September 3130, 2022, compared to the ~~Three~~Period ~~Months~~ Ended ~~March~~September 3130, 2021

Working Capital	~~March~~September 3130, 2022 $			~~March~~June 3130, ~~2021~~2022 $
Cash		~~569~~255,~~973~~904			~~847~~70,~~430~~505
Current Assets		~~588~~335,~~170~~604			~~907~~297,~~806~~409
Current Liabilities		2,~~485~~430,~~665~~903			42,~~258~~431,~~106~~287
Working Capital (Deficit)		(12,~~897~~095,~~495~~299	)		(32,~~350~~133,~~300~~878	)

Cash Flows	September 30, 2022 $			September 30, 2021 $
Cash Flows (used in) Operating Activities		(561,112	)		(1,000,872	)
Cash Flows (used in) Investing Activities		(9,442	)		(50,000	)
Cash Flows provided by Financing Activities		755,953			1,956,237
Net Increase in Cash During Period		185,399			905,365

Operating Revenues

The Company had revenues of $~~212~~216,~~898~~460 and $~~283~~302,~~321~~872 for the ~~three~~periods ~~months~~ ended ~~March~~September 3130, 2022 and 2021, respectively.

Cost of Revenues

The Company’s cost of revenues for the ~~three~~periods ~~months~~ ended ~~March~~September 3130, 2022 and 2021 was $~~111~~120,~~434~~002 and $75203,~~194~~511, respectively. Cost of revenues increased for the three months ended March 31, 2022 due to purchasing in smaller quantities at higher prices in 2022 coupled with product unavailability and delayed shipments due to the pandemic.

Gross Profit

The Company’s gross profit for the ~~three~~periods ~~months~~ ended ~~March~~September 3130, 2022 and 2021 was $~~101~~96,~~548~~458, ~~compared~~and to $~~208~~99,~~127 at March 31~~361, ~~2021~~respectively. ~~The decrease in the Company’s gross profit was due to decreased hardware sales and increased cost of goods, for the reasons described above.~~

~~Operating~~General and Administrative Expenses

~~Operating~~General and administrative expenses consisted primarily of salaries and wages, ~~research~~ ~~and~~consulting ~~development~~fees, ~~consulting and~~ professional fees, and ~~additional~~legal ~~operating~~and ~~costs~~accounting expenses. For the ~~three~~Period ~~months~~Ended ~~ended March 31~~September 30, 2022, ~~operating~~ general and administrative expenses were $7856,483~~,638~~ compared to $~~416~~4,~~077~~196,468 for the ~~three~~Period ~~months~~Ended ~~ended March 31,~~ 2021. The primary expenses for ~~the three~~ ~~months ended March 31,~~ 2022, were salaries and wages of $6502,~~974,610, which was mostly made up of shares issued to our Officers and Directors~~856; the primary expenses for ~~the three months ended March 31,~~ 2021, were salaries and wages ~~and~~of ~~professional services totaling~~ $~~280~~3,~~809~~529,453.

Other (Income) (Expense)

The Company had other (income) ~~for~~expense, net for the ~~three~~periods ~~months~~ ended ~~March~~September 3130, 2022 and 2021 of $14(11,~~507~~258) and $~~194~~257,~~912~~627, respectively. Other income, net for the three months ended September 30, 2022 consisted of $2319,~~000~~500 in ~~payments~~settlement ~~for~~proceeds, ~~settlement~~interest income of ~~the MCA~~$1,500 ~~Cure~~all ~~complaint~~of ~~and~~which was partially offset by interest expense of $89,~~493~~742. inOther ~~2022~~expense, asnet ~~compared~~for ~~with~~the three months ended September 30, 2021 consisted of change in fair value of derivative instrument of $238,155, gain on ~~loan~~debt ~~forgiveness~~extinguishment of $~~222~~15,~~981~~832, and interest expense of $2835,~~069 in 2021~~304.

Net loss

The net loss for the ~~three~~Period ~~months~~Ended ~~ended~~September ~~March 31~~30, 2022, was $7748,~~367,538~~767 as compared to $134,~~038~~354,735 for the ~~three~~Period ~~months~~Ended ~~ended~~September ~~March 31~~30, 2021.

Results for the Nine Months Ended March 31, 2022, compared to the Nine Months Ended March 31, 2021

Operating Revenues

The Company had revenues of $819,601 and $1,035,771 for the nine months ended March 31, 2022 and 2021, respectively.

Cost of Revenues

The Company’s cost of revenues for the nine months ended March 31, 2022 and 2021, was $457,307 and $620,215, respectively.

Cost of revenues decreased for the nine months ended March 31, 2022 as compared to March 31, 2021, was due to fewer hardware purchases in 2022 coupled with product unavailability and delayed shipments due to the pandemic.

Gross Profit

The Company’s gross profit for the nine months ended March 31, 2022 and 2021, was $362,294, and $415,556, respectively. The decrease in the Company’s gross profit was due to the decrease in hardware sales and decrease in hardware purchases in 2022, as described above.

Operating Expenses

Operating expenses consisted of salaries and wages, research and development, consulting and professional fees, and additional operating costs. For the nine months ended March 31, 2022, operating expenses were $12,352,152 compared to $2,875,650 for the nine months ended March 31, 2021. The primary expenses for 2022 were salaries and wages of $10,904,649, which was mostly made up of shares issued to our Officers and Directors; the primary expenses for 2021 were salaries and wages totaling $2,532,293.

Other Income (Expense)

The Company had other income for the nine months ended March 31, 2022 and 2021 of $5,301 and $71,941, respectively. Other income (expense) consisted of $23,000 income in payments for settlement of the MCA Cure complaint, $213,053 expense in change in fair value of derivative instrument, gain of $516,617 in settlement of accounts payable, gain of $96,145 in extinguishment of debt, and interest expense of $68,009 as of March 31, 2022, as compared to gain on loan forgiveness of $81,000, $31,940 expense in change in fair value of derivative instrument, and interest expense of $121,001 as of March 31, 2021, respectively.

Net loss

The net loss for the nine months ended March 31, 2022, was $12,091,303 as compared to $2,532,035 for the period ended March 31, 2021.

Liquidity and Capital Resources

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, ~~borrowing of funds~~ and ~~through~~borrowing ~~the sale~~ of ~~equity~~funds.

At ~~March~~September 3130, 2022, the Company had total current assets of $~~588~~335,~~170, as compared to $907,806, at June 30, 2021~~604. Current assets consisted primarily of cash and ~~prepaid expenses~~inventory. At ~~March 31~~September 30, 2022 and June 30, 2022, the Company had total current liabilities of $2,~~485~~430,~~664~~903 ~~compared~~and to $42,~~258~~431,~~106~~287, ~~at June 30, 2021~~respectively. Current liabilities consisted primarily of accounts payable, accrued liabilities and ~~accrued compensation,~~ notes payable ~~and convertible notes payable~~.

We had negative working capital of $12,~~897~~095,~~494,~~299 as of ~~March~~September ~~31, 2022, as compared to $3,350,300, as of June~~ 30, ~~2021~~2022.

Cash flow from Operating Activities

During the ~~nine~~three months ended ~~March~~September 3130, 2022, ~~cash~~ cash used in operating activities was $(2561,~~671,141~~112) compared to $(~~442~~1,~~891~~000,872) for the ~~same~~ period ended ~~March~~September 3130, 2021. The ~~increase~~decrease in the ~~amounts~~ amount of cash used in operating activities was primarily due to the ~~increase~~decrease in ~~operations,~~the ~~issuance~~net ofloss ~~shares~~resulting ~~for~~from ~~services~~the lower salaries and ~~personnel~~wages incurred in the three months ended September 30, 2022 as compared to the three months ended September 30, 2021.

Cash flow from Financing Activities

For the ~~nine~~three months ended ~~March~~September 3130, 2022, ~~cash~~ cash provided by financing activities was $2755,~~443,685~~953 compared to $~~454~~1,65956,237 provided during the ~~nine~~three months ended ~~March~~September 3130, 2021. ~~The increase in the amounts of cash flow from financing activities was due to the sale of common stock under the Reg A filing.~~

Quarterly Developments

None.

Subsequent Developments

~~Management is saddened to report the passing of its founder Ronald Adams~~None. The company has shared the news corporately with its network of 200 domestic and international dealers and vendors. Mr. Adams responsibilities have been assumed by Marc Cayle as Vice President of Innovation and Development for the company. Mr. Cayle has over 18 years of experience in the Seniors Health Care and Personal Emergency Response Systems (PERS) sectors. He also founded several Seniors Care related companies specific to the Home Health Care industry.

In addition, the company has updated its websites at; wearablehealthsolutions.com; ihelpalarm.com; 1800medalert.com and wearablehealthsolutions.com/investor-relations reflecting corporate, product, DTC and investor relations references.

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 $3840,~~465~~172,~~530~~149. 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 1 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

In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes, as part of its initiative to reduce complexity in accounting standards. The amendments in the ASU are effective for fiscal years beginning after December 15, 2020, including interim periods therein. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued. The Company is currently evaluating the effect, if any, that the ASU will have on its consolidated financial statements.

In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Among other changes, ASU 2020-06 removes from U.S. GAAP the liability and equity separation model for convertible instruments with a cash conversion feature, and as a result, after adoption, entities will no longer separately present in equity an embedded conversion feature for such debt. Similarly, the embedded conversion feature will no longer be amortized into income as interest expense over the life of the instrument. Instead, entities will account for a convertible debt instrument wholly as debt unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC Topic 815, Derivatives and Hedging, or (2) a convertible debt instrument was issued at a substantial premium. Among other potential impacts, this change is expected to reduce reported interest expense, increase reported net income, and result in a reclassification of certain conversion feature balance sheet amounts from shareholders’ equity to liabilities as it relates to the Company’s convertible senior notes. Additionally, ASU 2020-06 requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share (EPS), which is consistent with the Company’s accounting treatment under the current standard. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, with early adoption permitted for fiscal years beginning after December 15, 2020, and can be adopted on either a fully retrospective or modified retrospective basis. The Company is currently evaluating the timing, method of adoption and overall impact of this standard on its consolidated financial statements.

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the 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.

2325

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 ~~March~~September 3130, 2022.

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

1. 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 ~~March~~September 3130, 2022, 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 ~~March~~September 3130, 2022, that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.

2426

PART II – OTHER INFORMATION

Item. 1. Legal Proceedings.

1) Wearable Health Solutions, In. v. Barry Honig, GRQ Consultants Inc., Benza Pharma LLC and John Does 1-10, Supreme Court of the State of New York County of New York, July 22, 2021. Company is disputing the validity of Notes from 3/2016 and seeking damages, reparations, and related costs. 2) GRQ Consultants, Inc. v. Wearable Health Solutions, Inc., Supreme Court of the State of New York, County of New York, August 26, 2021, Parties are seeking summary judgment of $50,000 plus accrued interest in response to lawsuit by Company regarding $50,000 loan from 11/2016. 3) Benza Pharma LLC, Sandor Capital, LP, and John Lema v. Wearable Health Solutions, Inc., District Court, Clark County, Nevada, Parties are seeking summary judgment of $3,000,000plus accrued interest in regards to convertible notes payable from March, 2016.

4) Medical Alarm Concepts LLC v. MCA Cure, LLC, Superior Court of New Jersey, Law Division, Morris County. Company is seeking return of payments for non-performance plus attorney fees and court costs. A settlement was reached between the parties whereby MCA Cure will pay an initial $10,000 and $6,500 each month until debt is satisfied in 2023 (See Note 14).

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.

~~Quarterly~~During ~~Issuances:~~August and September 2022, the Company received proceeds totaling $604,500 in connection with the issuance of 67,950,000 shares of common stock. Of the total proceeds received, $300,000 in proceeds was received from the issuance of 37,500,000 common shares that were issued under the terms of subscription agreements at the contract price of $0.008. The remaining proceeds of $304,500 was received from the issuance of 30,450,000 common shares that were issued under the terms of subscription agreements at the contract price of $0.01.

OnThe ~~January~~above 6,securities ~~2022,~~were ~~Leonite~~issued ~~Capital~~in ~~was~~reliance ~~issued~~on athe ~~total~~exemption ofunder ~~20,000,000,~~Section ~~common~~4(a)(2) ~~shares~~ of the ~~Company’s~~Securities ~~stock~~Act. These securities qualified for exemption under Section 4(a)(2) since the ~~terms~~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 ~~Regulation~~transactions, Amanner of the issuance and number of securities issued. We did not undertake an offering in which ~~became~~we ~~qualified on~~sold ~~November~~a ~~12,~~high ~~2020~~number of securities to a high number of investors. ~~The~~In ~~shares~~addition, ~~were~~the ~~issued~~investors ~~under~~had the ~~terms~~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 ~~subscription~~the ~~agreements~~Act. atThis restriction ensures that these securities would not be immediately redistributed into the ~~contracted~~market and ~~price~~therefore not be part of $a “public offering.01” Based on an analysis of the above factors, inwe ~~exchange~~have ~~for~~met the requirements ato ~~total~~qualify for exemption under Section 4(a)(2) of ~~$200,000,~~the ~~cash~~Securities ~~payments~~Act for these transactions.

These securities were issued pursuant to Section 4(2) of the Securities Act, Rule 506 promulgated thereunder and Regulation A. The holders represented their intention to acquire the securities for investment only and not with a view towards distribution. The investors were given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.

Subsequent Issuances:

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

2627

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)

2728

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.
/s/ Harrysen Mittler		May 10, 2022
Harrysen Mittler, CEO, Principal Executive Officer, Director		Date
/s/ Gail Rosenthal		May 10, 2022
Gail Rosenthal, CFO, Principal Accounting Officer		Date
/s/ Peter Pizzino		May 10, 2022
Peter Pizzino, Director		Date

WEARABLE HEALTH SOLUTIONS, INC.

/s/ Harrysen Mittler		November 14, 2022
Harrysen Mittler, CEO, Principal Executive Officer, Director		Date

/s/ Vincent S. Miceli		November 14, 2022
Vincent S. Miceli, CFO, Principal Accounting Officer		Date

/s/ Peter Pizzino		November 14, 2022
Peter Pizzino, Director		Date

Filing Compare · WEARABLE HEALTH SOLUTIONS, INC.