10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934:

For the Quarterly Period ended September 30, 2018

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT

For the transition period from __________________ to __________________

Commission File Number 333-153290

WEARABLE HEALTH SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Nevada	26-3534190
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3960 Howard Hughes Parkway, Suite 500, Las Vegas, NV 89169

(Address of principal executive offices)

(877) 639-2929

(Registrant’s telephone number, including area code)

Securities registered pursuant to	Section 12(g) of the Act:
Section 12(b) of the Act:	(Title of Each Class)
None	None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [_]     No  [X]

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

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. (Check one)

Large accelerated filer [_]	Accelerated filer [_]
Non-accelerated filer [_]	Smaller Reporting Company [X]
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 check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [_]     No [X]

Number of shares outstanding of each of the issuer’s classes of common equity, as of August 24, 2018: 48,847,177 shares of Common Stock, par value US $0.001

Table of Contents

	ITEM 1.	Financial Statements	3
	ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
	ITEM 3.	Quantitative And Qualitative Disclosure About Market Risk	21
	ITEM 4.	Controls And Procedures	21
PART II
	ITEM 1.	Legal Proceedings	23
	ITEM 1A.	Risk Factors	23
	ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
	ITEM 3.	Default upon Senior Securities	23
	ITEM 4.	Mine Safety Disclosures	23
	ITEM 5.	Other Information	23
	ITEM 6.	Exhibits	23

2

PART I

Item 1. Financial Statements

The following documents are filed as part of or are included in this Report:

1. Financial statements listed in the Index to Financial Statements, filed as part of this Report; and

2. Exhibits listed in the Exhibit Index filed as part of this Report.

3

Wearable Healthcare Solutions, Inc.

Balance Sheet

As at September 30, 2018 (Unaudited)

	Notes	As at September 30, 2018 (Unaudited) ($)
ASSETS
Current Assets
Cash and cash equivalents	4		55,098
Accounts receivable, net	5		82,704
Inventory	6		97,677
Prepaid expenses	7		46,348
Advances to suppliers			–
Total Current Assets			281,826
Property, plant and equipment, net	8		14,151
Total Assets			295,978
EQUITY & LIABILITIES
Current Liabilities
Credit line payable - related party	9		421,350
Accounts payable	10		97,508
Deferred revenue	11		228,833
Due to related party	12		7,844
Notes payable	13		88,230
Notes payable - Other	14		53,000
Derivative liabilities	15		119,578
Convertible notes payable - net of discount	16		671,400
Accrued expenses and other current liabilities	17		202,144
Total Current Liabilities			1,889,887
Credit line payable - Related party	18		–
Total Liabilities			1,889,887
SHAREHOLDERS’ EQUITY
Series A Convertible Preferred Stock: $0.0001 par value; 100,000 shares authorized			–
Series B Convertible Preferred Stock: $0.0001 par value; 62,500 shares authorized			1
Series C preferred stock: $0.0001 par value; 6,944,445 authorized,			14
Series D preferred Stock: $0.0001 par value;			43
Series E preferred Stock; $0.0001 par value;			400
Common stock: $0.0001 par value; 400,000,000 shares authorized			4,988
Additional paid in capital			16,685,314
Accumulated deficit			(18,284,669	)
Total Shareholders’ Equity			(1,593,909	)
Total Liabilities and Shareholders’ Equity			295,978

4

Wearable Healthcare Solutions, Inc.

Statement of Profit and loss

For the quarter ended September 30, 2018

	Notes	For the quarter ended September 30, 2018 (Amount in $)
Revenue	20		1,015,043
Cost of sales	21		(245,808	)
Gross profit			769,236
Operating expenses
Selling expense	22		(5,259	)
General and administrative	24		(797,929	)
Research and development			–
Income / (Loss) from operations			(33,952	)
Other Income / (expense)
Change in fair value of derivative instrument			–
Interest expense - related party			–
Interest expense			(41,023	)
Other income			–
Net Profit / (loss) before taxes			(74,975	)
Income tax			–
Net Profit / (loss)			(74,975	)
Net loss per common share - Basic and Diluted			(0.00150	)
Weighted average common shares outstanding - Basic & Diluted			49,878,676

5

Wearable Healthcare Solutions, Inc.

Statement of Shareholders’ Equity

As at September 30, 2018 (Unaudited)

Series A - Preferred Stock

Series B - Preferred Stock

Series C - Preferred Stock

Series D - Preferred Stock

Shares

Amount

Shares

Amount

Shares

Amount

Shares

Amount

Amounts in $

As at July 1, 2018 (Unaudited)

668

0

9,938

1

138,886

14

425,000

43

Profit/(loss) for the period

–

–

–

–

–

–

–

–

Issuance of preferred stocks

–

–

–

–

–

–

–

–

As at September 30, 2018 (Unaudited)

688

0

9,938

1

138,886

14

425,000

43

		Series E - Preferred Stock				Common Stock				Additional Paid in		Accumulated Profit/			Total Stockholders’
		Shares		Amount		Shares		Par		Capital		(Deficit)			Equity
	Amounts in $
As at July 1, 2018 (Unaudited)			–		–		49,878,676		4,988		16,685,314		(18,209,693	)		(1,519,334	)
Profit/(loss) for the period			–		–		–		–		–		(74,975	)		(74,975	)
Issuance of preferred stocks			4,000,000		400		–		–		–		–			–
As at September 30, 2018 (Unaudited)			4,000,000		400		49,878,676		4,988		16,685,314		(18,284,669	)		(1,594,309	)

6

Wearable Healthcare Solutions, Inc.

Statement of Cash Flows

For the quarter ended September 30, 2018 (Unaudited)

	For the quarter ended September 30, 2018 (Amounts in $)
Cash flow from operating activities
(Loss) / profit before income tax	(74,975	)
Adjustment for non cash charges and other items:
Common stock issued for services	–
Change in fair value of derivative instrument	–
Amortization of debt discount and original issue discount	41,091
Amortization and depreciation	18,590
Bad debt expense	–
	(15,294	)
Changes in working capital
Decrease / (increase) in accounts receivables	(7,076	)
Decrease / (increase) in inventory	(6,390	)
Decrease / (increase) in prepaid expenses	(3,032	)
Decrease / (increase) in advances to suppliers	–
(Decrease) / increase in trade and other payables	3,750
(Decrease) / increase in accrued expenses	7,775
(Decrease) / increase in deferred revenue	12,953
	7,980
Cash flows used in operating activities	(7,314	)
Cash flow from investing activities
Additions in intangibles assets	–
Additions in property, plant and equipment	–
Cash flow from / (used) in investing activities	–
Cash flow from financing activities
Proceeds from issuance of preferred stock	400
Proceeds from credit line	50,000
Proceeds (repayment) from note payable	4,994
Proceeds from note payable - other	3,000
Cash flow from financing activities	58,394
Increase/(decrease) in cash and cash equivalents	51,080
Cash and cash equivalents at beginning of the year	4,018
Cash and cash equivalents at end of the period	55,098

7

Wearable Healthcare Solutions, Inc.

Notes to the Financial Statements

For the quarter ended September 30, 2018

1. LEGAL STATUS AND OPERATIONS

Wearable Healthcare Solutions Inc. (the Company) was incorporated as Medical Alarm Concepts Holding, Inc. on June 4, 2008 under the laws of the State of Nevada. The Company was formed for the sole purpose of acquiring all of the membership units of Medical Alarm Concepts LLC, a Pennsylvania limited liability company (“Medical LLC”). On May 26, 2016, the Company filed an Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada to change its name from “Medical Alarm Concepts, Inc.” to “Wearable Health Solutions Inc.”

The Company is primarily engaged in 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.

2. BASIS OF PREPARATION

2.1 Statement of compliance

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") on a going concern.

2.2 Accounting Convention

These financial statements have been prepared on the basis of 'historical cost convention using accrual basis of accounting except as otherwise stated in the respective accounting policies notes.

Going concern

The accompanying unaudited financial statements have been prepared on the assumption that the Company will continue as a going concern. The Company historically has experienced significant losses and negative cash flows from operations. Further, the Company does not have a revolving credit facility with any financial institution. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The ability of the Company to continue as a going concern is dependent on raising additional capital, negotiating adequate financing arrangements and on achieving sufficiently profitable operations. The financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

8

2.3 Critical accounting estimates and judgements

The preparation of financial statements in conformity with the approved accounting standards require management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised if the revision affects only that period, or in the period of the revision and future periods.

The areas involving higher degree of judgment and complexity, or areas where assumptions and estimates made by the management are significant to the financial statements are as follows:

i) Equipment - estimated useful life of property, plant and equipment (note - 3.8)

ii) Provision for doubtful debts (note - 3.4)

iii) Provision for income tax (note - 3.1)

iv) Valuation of Inventory (note - 3.13)

3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3.1 Income tax

The tax expense for the year comprises of income tax, and is recognized in the statement of earnings. The income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is accounted for using the balance sheet liability method in respect of all temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred income tax liabilities are recognised for all taxable temporary differences and deferred income tax assets are recognised to the extent that it is probable that taxable profits will be available against which the deductible temporary differences and unused tax losses can be utilized. Deferred income tax is calculated at the rates that are expected to apply to the period when the differences are expected to be reversed.

3.2 Trade and other payables

Liabilities for trade and other amounts payable are carried at cost, which is the fair value of the consideration to be paid in future for goods and services received, whether or not billed to the Company.

3.3 Provisions

A provision is recognized in the financial statements when the Company has a legal or constructive obligation as a result of past events and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of obligation.

9

3.4 Accounts Receivable

Accounts receivable are non-interest bearing obligations due under normal course of business. The management reviews accounts receivable on a monthly basis to determine if any receivables will be potentially uncollectible. Historical bad debts and current economic trends are used in evaluating the allowance for doubtful accounts. The Company includes any accounts receivable balances that are determined to be uncollectible in its overall allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Based on the information available, the Company believes its allowance for doubtful accounts as of period ended is adequate.

3.5 Contingent liabilities

A contingent liability is disclosed when the Company has a possible obligation as a result of past events, the existence of which will be confirmed only by the occurrence or non-occurrence, of one or more uncertain future events, not wholly within the control of the Company; or when the Company has a present legal or constructive obligation, that arises from past events, but it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation, or the amount of the obligation cannot be measured with sufficient reliability.

3.6 Financial liabilities

Financial liabilities are recognized when the Company becomes party to the contractual provision of the instruments and the Company loses control of the contractual right that comprise the financial liability when the obligation specified in the contract is discharged, cancelled or expired. The Company classifies its financial liabilities in two categories: at fair value through profit or loss and financial liabilities measured at amortized cost. The classification depends on the purpose for which the financial liabilities were incurred. Management determines the classification of its financial liabilities at initial recognition.

(a) Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss are financial liabilities held for trading. A financial liability is classified in this category if incurred principally for the purpose of trading or payment in the short-term. Derivatives (if any) are also categorized as held for trading unless they are designated as hedges.

(b) Financial liabilities measured at amortized cost

These are non-derivative financial liabilities with fixed or determinable payments that are not quoted in an active market. These are recognized initially at fair value, net of transaction costs incurred and are subsequently stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the profit and loss account.

3.6.1 Derivative financial instruments and hedge accounting

Derivatives are recognised initially at fair value, any directly attributable transaction costs are recognised in profit or loss as they are incurred. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are generally recognised in profit and loss account.

The Company also holds derivative financial instruments to hedge its foreign currency exposures. Embedded derivatives are separated from the host contract and accounted for separately if certain criteria are met.

(a) Fair value hedge

Derivatives which are designated and qualify as fair value hedge, changes in the fair value of such derivatives are recorded in the profit and loss account, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

10

(b)Cash flow hedges

When a derivative is designated as cash flow hedging instrument, the effective portion of changes in the fair value of the derivative is recognised in other comprehensive income and accumulated in the hedging reserve. Any ineffective portion of changes in the fair value of the derivative is recognised immediately in profit or loss.

The amount accumulated in equity is retained in other comprehensive income and reclassified to profit or loss in the same period or periods during which the hedged item affects profit or loss.

If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated or exercised, or the designation is revoked, then hedge accounting is discontinued prospectively. If the forecast transaction is no longer expected to occur, then the amount accumulated in equity is reclassified to profit or loss.

3.7 Property, plant and equipment

All equipment is stated at cost less accumulated depreciation and impairment loss. The cost of fixed assets includes its purchase price, import duties and non-refundable purchase taxes and any directly attributable costs of bringing the asset to its working condition and location for its intended use.

Depreciation on additions to property, plant and equipment is charged, using straight line method, on pro rata basis from the month in which the relevant asset is acquired or capitalized, up to the month in which the asset is disposed off. Impairment loss, if any, or its reversal, is also charged to income for the year. Where an impairment loss is recognized, the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less its residual value, over its estimated useful life.

Maintenance and normal repair costs are expensed out as and when incurred. Major renewals and improvements are capitalized and assets so replaced, if any are retired.

Gains and losses on disposal of fixed assets, if any, are recognized in statement of profit and loss.

3.8 Cash and cash equivalents

Cash and cash equivalents include cash in hand and deposits held at call with banks. For the purpose of the statement of cash flows, cash and cash equivalents bank balances and short term highly liquid investments subject to an insignificant risk of changes in value and with maturities of less than three months.

3.9 Revenue recognition

The Company’s revenues are derived principally from utilizing new technology in the medical alarm industry to provide 24-hour personal response monitoring services and related products to subscribers with medical or age-related conditions. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when it has persuasive evidence of an arrangement that the services have been rendered to the customer, the sales price is fixed or determinable, and collectability is reasonably assured.

All revenues from subscription arrangements are recognized ratably over the term of such arrangements. The excess of amounts received over the income recognized is recorded as deferred revenue on the consolidated balance sheet.

11

3.10 Functional and presentation currency

Items included in the financial statements are measured using the currency of the primary economic environment in which the Company operates. The financial statements are presented in US (Dollars) which is the Company's presentation currency. All financial information presented in US Dollars has been rounded to the nearest dollar unless otherwise stated.

3.11 Foreign currency transactions

Foreign currency transactions are translated into the functional currency using the exchange rate prevailing on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into functional currency using the exchange rate prevailing at the statement of financial position date. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates are recognized in the profit and loss account.

3.12 Contingencies

The assessment of the contingencies inherently involves the exercise of significant judgment as the outcome of the future events cannot be predicted with certainty. The Company, based on the availability of the latest information, estimates the value of contingent assets and liabilities, which may differ on the occurrence / non-occurrence of the uncertain future event(s).

3.13 Inventories

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.

3.14 Stock based compensation

The Company recognizes compensation expense for stock-based compensation in accordance with generally accepted accounting principles. For employee stock-based awards, fair value of the award on the date of grant is calculated using the Black-Scholes method and the quoted price of the Company's common stock for stock options and unrestricted shares respectively.

The Company recognizes expense over the service period for awards expected to vest.

In case of non-employee stock-based awards, fair value of the award on the date of grant is calculated in the same manner as employee awards. However, the awards are revalued at the end of each reporting period and the pro rata compensation expense is adjusted accordingly until such time the nonemployee award is fully vested, at which time the total compensation recognized to date equals the fair value of the stock-based award as calculated on the measurement date, which is the date at which the award recipient’s performance is complete. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. We consider many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience.

The Black-Scholes option valuation model is used to estimate the fair value of the warrants or options granted. The model includes subjective input assumptions that can materially affect the fair value estimates. The model was developed for use in estimating the fair value of traded options or warrants. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the warrants or options granted.

12

3.15 Software Development cost

The Company accounts for software development cost in accordance with ASC 985-20 whereby cost of developing computer software to be sold, leased, or otherwise marketed includes software that is part of a product or process to be sold to a customer shall be accounted for under ASC 985-20. All cost incurred to establish technological feasibility of a computer software product to be sold, leased or otherwise marketed are research and development cost. These cost are charged to expense when incurred. The technological feasibility of a computer software product is established when the entity has completed all planning, designing, coding, and testing activities that are necessary to establish that the product can be produced to meet its design specifications including functions, features, and technical performance requirements. Cost of producing product masters incurred subsequent to establishing technological feasibility shall be capitalized. Those cost include coding and testing performed subsequent to establishing technological feasibility. Capitalization of computer software cost shall cease when the product is available for general release to customers.

Once a project reaches the development stage, the Company allocates a portion of salaries to be capitalized based on estimated hours spent developing the software.

4 Cash

This represent cash in hand and cash deposited in bank accounts (current) by the Company.

Amount in $

Primary Checking account	960
Checking account	50,702
Undeposited funds	3,436
	55,098

5 Accounts Receivables

Opening balance	100,992
Net movement during the period	7,076
	108,068
Less : Provision	(25,364	)
Account Receivable - Net	82,704

6 Inventory

Opening balance	91,287
Net movement during the period	6,390
	97,677

13

7 Prepaid expenses

Opening balance	43,316
Net movement during the period	3,032
Closing balance	46,348

8 Advances to suppliers

Opening balance	–
Net movement in liabilities during the period	–
Closing balance	–

9 Property, plant and equipment

Cost
Opening balance	85,589
Net movement during the period	3,424
Closing balance	89,013
Accumulated Depreciation
Opening balance	(71,982	)
Net movement during the period	(2,879	)
Closing balance	(74,861	)
Closing Book value	14,151

10 Credit line payable - related party

Opening balance	397,500
Net movement during the period	23,850
Closing balance	421,350

11 Accounts payable

Opening balance	93,758
Net movement during the period	3,750
Closing balance	97,508

12 Deferred Revenue

Opening balance	215,880
Net movement during the period	12,953
Closing balance	228,833

14

13 Due to related party

Opening balance	7,400
Net movement during the period	444
Closing balance	7,844

14 Notes payable

Opening balance	83,236
Net movement during the period	4,994
Closing balance	88,230

15 Notes payable - Other

Opening balance	50,000
Net movement during the period	3,000
Closing balance	53,000

16 Derivative Liabilities

Opening balance	109,704
Net movement during the period	9,873
Closing balance	119,578

17 Convertible notes - net of discount

Opening balance	597,500
Net movement during the period	73,900
Closing balance	671,400

17.1 During the period, the company secured a $50,000 line of credit from EMRY CAPITAL bearing interest at 8% per annul secured by company stock (convertible note) convertible as per default provisions. The Company has earmarked these funds exclusively towards the successful VR product line.

18 Accrued expenses and other current liabilities

Opening balance	194,370
Net movement during the period	7,775
Closing balance	202,144

15

19 Revenue

Sale of Lock boxes	793
Labor services	620
Sale of Medi-01 Kit	1,008
Sale of replacement parts	733
Accessories sale	4,279
Other Services	13,175
Monitoring activities	991,849
Shipping and Handling	9,846
Installation Revenue	–
Less: Discounts	(7,260	)
	1,015,043

20 Cost of sales

COG - Material Purchases	5,907
COG - Service	1,436
COG - Other	12,003
COG - Monitoring	204,891
COG - Shipping & Packaging	21,570
	245,808

21 Selling expense

Marketing	5,201
Shipping Expense	58
Advertising	–
	5,259

22 Interest expense

Bank Fees	8,708
Interest Expense - Warrants	–
Interest on OID	–
Interest for credit 3rd party	32,315
	41,023

16

23 General and Administrative expense

Bad Debt Expense	–
Investor Relations	2,961
Administrative Pay	289,055
Consulting	28,300
Commissions	476
Payroll Taxes - Employer	155,299
Insurance - Workers Comp	1,998
Insurance - Liability	4,385
Security Services	–
Postage	1,287
Vehicles	24,404
Gas	6,104
Vehicle Maintenance	2,536
Legal & Professional Services	13,646
Accounting	34,028
Filing Fees	917
Merchant Fees	10,672
Dues & Subscriptions	524
Depreciation - Computers & Software	2,678
Software	66,051
Depreciation - Software Development Costs	15,912
Group Health Insurance	39,253
Dental Insurance	2,800
Insurance, Vehicle	7,956
Travel - Air Lines	6,154
Travel - Car Rental	397
Travel - lodging	1,701
Entertainment	3,178
Travel - Meals	8,109
Travel - Parking tolls train cab	4,909
Office Supplies	3,491
Cleaning / Janitorial	3,408
Rent	13,720
Telephone	25,672
Utilities - Electric and Gas	1,946
Utilities - Other	3,153
Payroll Processing Fees	3,064
Stock Compensation	–
Salaries-Officer's	52
Conferences	500
Administrative Costs	7,233
Computer Supplies & Maintenance	–
Income Taxes - Federal	–
	797,929

24 Share Capital

During the current period, the Company has issued 4 million Class E preferred stock which is convertible into 400 million common stock.

25 Contingencies and Commitments

From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As at the end of current reporting period, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of operations and there are no proceedings in which any directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to the Company’s interest.

17

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

Cautionary Note

This Management’s Discussion and Analysis should be read in conjunction with the accompanying unaudited financial statements and related notes. The discussion and analysis of our financial condition and results of operations are based upon the financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of any contingent liabilities at the financial statement date and reported amounts of revenue and expenses during the reporting period. On an on-going basis, we review our estimates and assumptions. The estimates were based on historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results are likely to differ from those estimates under different assumptions or conditions. The following discussion should be read in conjunction with our unaudited interim financial statements and the related notes that appear elsewhere in this quarterly report.

This Quarterly Report on Form 10-Q for the current period ended contains "forward-looking statements" within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended, including statements that include the words "believes," "expects," "anticipates," or similar expressions. These forward-looking statements include, among others, statements concerning our expectations regarding our working capital requirements, financing requirements, business, growth prospects, competition and results of operations, and other statements of expectations, beliefs, future plans and strategies, anticipated events or trends, and similar expressions concerning matters that are not historical facts. The forward-looking statements in this Quarterly Report on Form 10-Q involve known and unknown risks, uncertainties and other factors that could cause our actual results, performance or achievements to differ materially from those expressed in or implied by the forward-looking statements contained herein.

Overview and Recent Events

The principal executive offices of the Company are located at 200 West Church Road, Suite B, King of Prussia, PA 19406.

The Company manufactures medical alarm devices that are used to summon help in the event of an emergency. While these devices are primarily designed for the elderly, there is also a market for those who are physically disabled, as well as for persons living alone.

The Company was organized in mid-2008. The operation was financed with a considerable amount of toxic convertible debt. This type of financing, along with several other issues, prevented the Company from realizing a robust growth rate for its first few years of operation. Since that time, considerable management time has been spent and investor money utilized to turn the Company's operation around.

The Company's flagship product is called the MediPendant®, which is a personal emergency alarm that is used to summon help in the event of an emergency at home. Approximately 40% of all medical alarms currently being sold in the United States are first-generation technologies that require the user to speak and listen through a central base station unit, indicating a significant decrease in the last few years. While MediPendant™ has found success by offering a product that has the speaker in the pendant that enables the user to simply speak and listen directly through the pendant in the event of an emergency, technological advances have increased the reliability, accuracy, and distribution of cellular type devices, also known as mPERS (mobile personal emergency response systems).

The MediPendant® is designed to be worn in the bath or shower and offers a 600-foot range, so that the wearer can operate the unit from virtually anywhere within their home or on their property. The product is extremely durable, very reliable, and offers an extremely long battery life. The MediPendant® has voice prompts that alert the user of the operational status of the device. This gives the user some peace of mind during an emergency because they know with certainty that their distress signal has been activated and help is being summoned.

18

The Company also manufactures the iHelp™ mobile medical alarm device. The iHelp™ is a next-generation medical alarm that utilizes T-Mobile’s 2G network. Users of the iHelp™ mobile medical alarm can take the device with them wherever there is cellular service. There is no base station and only requires a cellular signal in order to work.

The company has invested time, manpower, and money into the development of this product. On September 30, 2014, the company signed an agreement for a $300,000 line of credit to enable it to launch the iHelp™, and to build the infrastructure that allowed the Company to buy and track air time from T-Mobile for cellular operation of this unit. The credit line was increased to $500,000 in January 2015. The iHelp™ has enhanced features and functions including an advanced GPS system, the ability to remotely locate a loved one, and a dealer portal that enables dealers to manage their own iHelp™ customer base. A significant amount of time was spent on the backend systems, including the dealer portal. iHelp™ dealers have significant benefits, most importantly the ease of use in ordering product, activating and deactivating customers, tracking their customer usage, and creating and printing a variety of reports to assist in billing and collecting revenues. The iHelp™ dealer program is a turn-key program that offers the dealer the opportunity to provide his/her customers with the latest products without having to change his/her own backend.

We are in the process of discontinuing the iHelp™ and implementing a new product called the iHelp+ 3G™. The iHelp+ 3G™ is a cellular medical alert system that operates on a 3G network. In March 2016 and May 2016 the company raised an additional $612,500 and $425,000 to further develop the 3G product. Initially, it will be operating on the GSM – Global network, and ultimately it will be able to operate on the Verizon (CDMA - USA) network as well. It is Bluetooth and Wi-Fi enabled. It has a much broader reach than the iHelp™, as well as additional functions, such as fall detection, geo-fencing (ability to pre-set an area and alert loved ones if the user leaves or enters the pre-set area), and tracking. As of this date we have gained FCC, CE, and PTCRB approval. The initial product launch occurred during April 2017.

Additionally, the iHelp+3G will be used as the communication device for Bluetooth-enabled devices and used for collecting vital sign data and storing the data in any requested manner in encrypted HIPAA-compliant cloud servers for access by proper parties.

On July 10, 2008, the Company entered into a Purchase Agreement and Patent Assignment Agreement (the “Agreement”) effective July 31, 2008. The Company was obligated to pay the seller $2,500,000 on June 30, 2012. The Agreement specifies interest of 6% payable monthly, commencing on July 31, 2008. The seller had the right to reacquire all patents and applications if payment was not made on June 30, 2012; however, this agreement has been extended quarterly since June 30, 2012. The patent purchase agreement refers to patent #RE41845 and RE41392. The scope of the patents are as follows:

“A personal emergency communication system includes a user-carried portable communication unit having a single button, which when depressed by the user, wirelessly sends a call request signal to a base unit. The base unit initiates a telephone call through a dial-up network to an emergency response center and places an operator at the emergency center responder in wireless voice communication with the portable unit when the call is connected. The telephone number to be called can be stored in at least one of the portable unit and the base unit. A speech synthesizer operating in combination with automated voice messages stored in at least one of the base unit and portable unit system memory are used to advise the user of the status of the call, and to provide the user with verbal confirmation that functional systems of the base unit are operating properly.”

In June 2015, the Company made a decision to terminate its patent agreement with Nevin Jenkins, the patent holder. Mr. Jenkins and the Company agreed to a new revised licensing agreement whereby the company still has the ability to order product utilizing the patent. The company feels that the old agreement was too costly, and money would be better served based on its decision of investing in more cellular type mPERS devices. Its new agreement with Mr. Jenkins will enable the Company to continue selling the MediPendant® based on a cost plus structure.

19

Going Concern

These consolidated financial statements are presented on the basis that the Company will continue as a going concern. The going concern concept contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As reflected in the accompanying consolidated financial statements, the Company has working capital deficit, did not generate cash from its operations, had stockholders’ deficit and had operating loss for prior years. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern.

While the Company is attempting to generate sufficient revenues, the Company’s cash position may not be enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering, or by alternative methods. Management believes that the actions presently being taken to further implement its business plan and generate sufficient revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to increase revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenues.

The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Results of Operations

The Company believes it can satisfy its cash requirements for the next twelve months with its current cash flow from business operations, although there can be no assurance to that effect. If the Company is unable to satisfy its cash requirements, it may be unable to proceed with its plan of operation. The Company do not anticipate the purchase or sale of any significant equipment. The Company also do not expect any significant additions to the number of employees. The foregoing represents the Company’s best estimate of its cash needs based on current planning and business conditions. In the event the Company is not successful in reaching its initial revenue targets, additional funds may be required, and it may not be able to proceed with its business plan for the development and marketing of its core services. If this occur, the Company may be forced to suspend or cease operations.

The Company anticipates incurring operating losses in the foreseeable future. Therefore, the Company’s auditors have raised substantial doubt about its ability to continue as a going concern.

Off-Balance Sheet Arrangements

At the end of the reporting period, the Company did not has any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As such, the Company is not exposed to any financing, liquidity, market or credit risk that could arise if it had engaged in such relationships.

20

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The information to be reported under this item is not required of smaller reporting companies.

Item 4. Controls and Procedures

a) Evaluation of Disclosure Controls and Procedures

Ronnie Adams, the Company’s Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of fiscal year pursuant to Rules 13a-15(b) or 15d-15(b) of the Securities Exchange Act of 1934, as amended (the ͞“Exchange Act”). Disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) are controls and other procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it file under the Exchange Act is accumulated and communicated to its management, as appropriate, to allow timely decisions regarding required disclosure. Based on their evaluation, Mr. Adams concluded that the disclosure controls and procedures of the Company were ineffective as at the period end to ensure that information required to be disclosed by the Company in the reports that it file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

In order to rectify its ineffective disclosure controls and procedures, the Company is developing a plan to ensure that all information will be recorded, processed, summarized and reported accurately, and as of the date of this report, it has taken the following steps to address its ineffective disclosure controls and procedures:

· The Company will continue to educate its management personnel to comply with the disclosure requirements of the Exchange Act and Regulation S-K; and

· The Company will increase management oversight of accounting and reporting functions in the future.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

(b) Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s internal control system over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

Under the supervision and with the participation of management, including the Company’s Chief Executive Officer/Chief Financial Officer, the Company conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included an assessment of the design of the Company’s internal control over financial reporting and testing of the operational effectiveness of its internal control over financial reporting. Based on this evaluation, our Chief Executive Officer/Chief Financial Officer concluded, as of the current period ended, that our internal controls over financial reporting were ineffective due to the material weakness identified.

21

A material weakness in internal controls is a deficiency in internal control, or combination of control deficiencies, that adversely affects the Company’s ability to initiate, authorize, record, process, or report external financial data reliably in accordance with accounting principles generally accepted in the United States of America such that there is more than a remote likelihood that a material misstatement of the Company’s annual or interim financial statements that is more than inconsequential will not be prevented or detected. In the course of making our assessment of the effectiveness of internal controls over financial reporting, we identified the following material weakness in our internal control over financial reporting:

· The Company is lacking qualified resources to perform the internal audit functions properly. In addition, the scope and effectiveness of the Company’s internal audit function are yet to be developed.

· The Company is relatively inexperienced with certain complexities within US GAAP and SEC reporting.

Remediation Initiative

· The Company is committed to establishing the disclosure controls and procedures but due to limited qualified resources in the region, the Company was not able to hire sufficient internal audit resources by the period end. However, internally it has established a central management centre to recruit more senior qualified people in order to improve its internal control procedures. Externally, the Company is looking forward to engaging an accounting firm to assist the Company in improving the Company’s internal control system based on the COSO Framework. The Company will also increase its efforts to hire the qualified resources.

· The Company intends to establish an audit committee of the board of directors as soon as practicable. It envisions that the audit committee will be primarily responsible for reviewing the services performed by the Company’s independent auditors, evaluating its accounting policies and its system of internal controls.

Conclusion

The Company did not have sufficient and skilled accounting personnel with an appropriate level of technical accounting knowledge and experience in the application of generally accepted accounting principles accepted in the United States of America commensurate with the Company’s disclosure controls and procedures requirements, which resulted in a number of deficiencies in disclosure controls and procedures that were identified as being significant. The Company’s management believes that the number and nature of these significant deficiencies, when aggregated, was determined to be a material weakness.

Despite of the material weaknesses and deficiencies reported above, the Company’s management believes that its consolidated financial statements included in this report fairly present in all material respects the Company’s financial condition, results of operations and cash flows for the periods presented and that this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this Annual Report.

22

PART II

Item 1. Legal Proceedings

The Company is not presently a party to any litigation nor, to our knowledge, is any litigation threatened against it, which may materially affect its business or its assets.

Item 1A. Risk Factors

The information to be reported under this Item is not required of smaller reporting companies. However, there have been no material changes from the risk factors previously disclosed in our Report on Form 8-K for the fiscal year ended immediately prior to the current reporting, filed with the SEC.

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

Other than as noted above and previously reported on the Company’s Current Reports on Form 8-K, there have been no unregistered sales of equity securities for the current reporting period.

Item 3. Defaults upon Senior Securities

There has been no default in payment of principal, interest, sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the Company.

Item 4. Mine Safety Disclosure

Not applicable.

Item 5. Other Information

There is no other information required to be disclosed under this item which was not previously disclosed.

Item 6. Exhibits

INDEX TO EXHIBITS

Exhibit No.	Description
31.1	Certification of Director and Chief Executive Officer
31.2	Certification of Chief Financial Officer
32.1	Statement required by 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002
101	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, formatted in XBRL (eXtensible Business Reporting Language); (i) Balance Sheets at September 30, 2018, (ii) Statement of Operations for the three months ended September 30, 2018, (iii) Statement of Cash Flows for the three months ended September 30, 2018, and (iv) Notes to Financial Statements

23

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	WEARABLE HEALTHCARE SOLUTIONS, INC.
	By:	/s/ Charles Langrill
		Charles Langrill
		President, Chief Executive Officer and Director
Date: December 4, 2018		(Principal Executive Officer)

24

EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Charles Langrill, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Wearable Healthcare Solutions, Inc.;

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

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

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

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

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

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

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

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

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

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

Date:	December 4, 2018	/s/ Charles Langrill
		Charles Langrill President, Chief Executive Officer and Director (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Charles Langrill, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Wearable Healthcare Solutions, Inc.;

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

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

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

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

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

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

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

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

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

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

Date:	December 4, 2018	/s/ Charles Langrill
		Charles Langrill Chief Financial Officer (Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The following certifications are being furnished solely to accompany the Quarterly Report on Form 10-Q for the three months ended September 30, 2018 (the “Report”) pursuant to U.S.C. Section 1350, and pursuant to SEC Release No. 33-8238 are being “furnished” to the SEC rather than “filed” either as part of the Report or as a separate disclosure statement, and are not to be incorporated by reference into the Report or any other filing of Wearable Healthcare Solutions, Inc. (the “Company”), whether made before or after the date hereof, regardless of any general incorporation language in such filing. The following certifications shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section.

Certification of the Chief Executive Officer

Pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of the Company hereby certifies, to such officer’s knowledge, that:

(i) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results operations of the Company as of, and for, the periods presented in such Report.

Date:	December 4, 2018	By:	/s/ Charles Langrill
			Name: Charles Langrill Title: President, Chief Executive Officer and Director (Principal Executive Officer)

Certification of the Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of the Company hereby certifies, to such officer’s knowledge, that:

(i) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results operations of the Company as of, and for, the periods presented in such Report.

Date:	December 4, 2018	By:	/s/ Charles Langrill
			Name: Charles Langrill Title: Chief Financial Officer (Principal Financial and Accounting Officer)

XML

Document and Entity Information - shares	3 Months Ended
	Sep. 30, 2018	Dec. 04, 2018
Document And Entity Information
Entity Registrant Name	Wearable Health Solutions, Inc.
Entity Central Index Key	0001443089
Document Type	10-Q
Document Period End Date	Sep. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--06-30
Is Entity's Reporting Status Current?	No
Is Entity Emerging Growth Company?	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Common Stock, Shares Outstanding		48,847,177
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2018

XML

Balance Sheets (Unaudited)	Sep. 30, 2018 USD ($)
Current Assets
Cash and cash equivalents	$ 55,098
Accounts receivable, net	82,704
Inventory	97,677
Prepaid expenses	46,348
Advances to suppliers	0
Total Current Assets	281,826
Property, plant and equipment, net	14,151
Total Assets	295,978
Current Liabilities
Credit line payable - related party	421,350
Accounts payable	97,508
Deferred revenue	228,833
Due to related party	7,844
Notes payable	88,230
Notes payable - Other	53,000
Derivative liabilities	119,578
Convertible notes payable - net of discount	671,400
Accrued expenses and other current liabilities	202,144
Total Current Liabilities	1,889,887
Credit line payable - Related party	0
Total Liabilities	1,889,887
SHAREHOLDERS' EQUITY
Common stock: $0.0001 par value; 400,000,000 shares authorized	4,988
Additional paid in capital	16,685,314
Accumulated deficit	(18,284,669)
Total Shareholders' Equity	(1,593,909)
Total Liabilities and Shareholders' Equity	295,978
Series A Preferred Stock [Member]
SHAREHOLDERS' EQUITY
Preferred stock	0
Series B Preferred Stock [Member]
SHAREHOLDERS' EQUITY
Preferred stock	1
Series C Preferred Stock [Member]
SHAREHOLDERS' EQUITY
Preferred stock	14
Series D Preferred Stock [Member]
SHAREHOLDERS' EQUITY
Preferred stock	43
Series E Preferred Stock [Member]
SHAREHOLDERS' EQUITY
Preferred stock	$ 400

XML

Balance Sheets (Parenthetical)	Sep. 30, 2018 $ / shares shares
Common stock, shares authorized | shares	400,000,000
Common stock, par value	$ .0001
Series A Preferred Stock [Member]
Preferred stock, shares authorized | shares	100,000
Preferred stock, par value	$ .0001
Series B Preferred Stock [Member]
Preferred stock, shares authorized | shares	62,500
Preferred stock, par value	$ .0001
Series C Preferred Stock [Member]
Preferred stock, shares authorized | shares	6,944,445
Preferred stock, par value	$ .0001
Series D Preferred Stock [Member]
Preferred stock, par value	.0001
Series E Preferred Stock [Member]
Preferred stock, par value	$ .0001

XML

Statements of Profit and Loss (Unaudited)	3 Months Ended
	Sep. 30, 2018 USD ($) $ / shares shares
Income Statement [Abstract]
Revenue	$ 1,015,043
Cost of sales	(245,808)
Gross profit	769,236
Operating expenses
Selling expense	5,259
General and administrative	(797,929)
Research and development	0
Income / (Loss) from operations	(33,952)
Other Income / (expense)
Interest expense	(41,023)
Net Profit / (loss) before taxes	(74,975)
Income tax	0
Net Profit / (loss)	$ (74,975)
Net loss per common share - Basic and Diluted | $ / shares	$ (0.00150)
Weighted average common shares outstanding - Basic & Diluted | shares	49,878,676

XML

Statement of Shareholders' Equity (Unaudited) - 3 months ended Sep. 30, 2018 - USD ($)	Preferred Stock Series A Preferred Stock [Member]	Preferred Stock Series B Preferred Stock [Member]	Preferred Stock Series C Preferred Stock [Member]	Preferred Stock Series D Preferred Stock [Member]	Preferred Stock Series E Preferred Stock [Member]	Common Stock	Additional Paid-In Capital	Retained Earnings / Accumulated Deficit	Total
Beginning balance, shares at Jun. 30, 2018	688	9,938	138,886	425,000	0	49,878,676
Beginning balance, value at Jun. 30, 2018	$ 0	$ 1	$ 14	$ 43	$ 0	$ 4,988	$ 16,685,314	$ (18,209,693)	$ (1,519,334)
Profit/(Loss) for the period								(74,975)	(74,975)
Issuance of preferred stock, shares					4,000,000
Issuance of preferred stock, value					$ 400
Ending balance, shares at Sep. 30, 2018	688	9,938	138,886	425,000	4,000,000	49,878,676
Ending balance value at Sep. 30, 2018	$ 0	$ 1	$ 14	$ 43	$ 400	$ 4,988	$ 16,685,314	$ (18,284,669)	$ (1,593,909)

XML

Statements of Cash Flows (Unaudited)	3 Months Ended
	Sep. 30, 2018 USD ($)
Cash flow from operating activities
(Loss) / profit before income tax	$ (74,975)
Adjustment for non cash charges and other items:
Amortization of debt discount and original issue discount	41,091
Amortization and depreciation	18,590
Changes in working capital
Decrease / (increase) in accounts receivables	(7,076)
Decrease / (increase) in inventory	(6,390)
Decrease / (increase) in prepaid expenses	(3,032)
(Decrease) / increase in trade and other payables	3,750
(Decrease) / increase in accrued expenses	7,775
(Decrease) / increase in deferred revenue	12,953
Cash flows used in operating activities	(7,314)
Cash flow from (used) in investing activities	0
Cash flow from financing activities
Proceeds from issuance of preferred stock	400
Proceeds from credit line	50,000
Proceeds (repayment) from note payable	4,994
Proceeds from note payable - other	3,000
Cash flow from financing activities	58,394
Increase/(decrease) in cash and cash equivalents	51,080
Cash and cash equivalents at beginning of the year	4,018
Cash and cash equivalents at end of the period	$ 55,098

XML

1. Legal Status and Operations

3 Months Ended

Sep. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

1. Legal Status and Operations

1. LEGAL STATUS AND OPERATIONS

Wearable Healthcare Solutions Inc. (the Company) was incorporated as Medical Alarm Concepts Holding, Inc. on June 4, 2008 under the laws of the State of Nevada. The Company was formed for the sole purpose of acquiring all of the membership units of Medical Alarm Concepts LLC, a Pennsylvania limited liability company (“Medical LLC”). On May 26, 2016, the Company filed an Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada to change its name from “Medical Alarm Concepts, Inc.” to “Wearable Health Solutions Inc.”

The Company is primarily engaged in 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.

XML

2. Basis of Preparation

3 Months Ended

Sep. 30, 2018

Accounting Policies [Abstract]

2. Basis of Preparation

2. BASIS OF PREPARATION

2.1 Statement of compliance

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") on a going concern.

2.2 Accounting Convention

These financial statements have been prepared on the basis of 'historical cost convention using accrual basis of accounting except as otherwise stated in the respective accounting policies notes.

Going concern

The accompanying unaudited financial statements have been prepared on the assumption that the Company will continue as a going concern. The Company historically has experienced significant losses and negative cash flows from operations. Further, the Company does not have a revolving credit facility with any financial institution. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The ability of the Company to continue as a going concern is dependent on raising additional capital, negotiating adequate financing arrangements and on achieving sufficiently profitable operations. The financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

2.3 Critical accounting estimates and judgements

The preparation of financial statements in conformity with the approved accounting standards require management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised if the revision affects only that period, or in the period of the revision and future periods.

The areas involving higher degree of judgment and complexity, or areas where assumptions and estimates made by the management are significant to the financial statements are as follows:

i) Equipment - estimated useful life of property, plant and equipment (note - 3.8)

ii) Provision for doubtful debts (note - 3.4)

iii) Provision for income tax (note - 3.1)

iv) Valuation of Inventory (note - 3.13)

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3. Summary of Significant Accounting Policies

3 Months Ended

Sep. 30, 2018

Accounting Policies [Abstract]

3. Summary of Significant Accounting Policies

3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3.1 Income tax

The tax expense for the year comprises of income tax, and is recognized in the statement of earnings. The income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is accounted for using the balance sheet liability method in respect of all temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred income tax liabilities are recognised for all taxable temporary differences and deferred income tax assets are recognised to the extent that it is probable that taxable profits will be available against which the deductible temporary differences and unused tax losses can be utilized. Deferred income tax is calculated at the rates that are expected to apply to the period when the differences are expected to be reversed.

3.2 Trade and other payables

Liabilities for trade and other amounts payable are carried at cost, which is the fair value of the consideration to be paid in future for goods and services received, whether or not billed to the Company.

3.3 Provisions

A provision is recognized in the financial statements when the Company has a legal or constructive obligation as a result of past events and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of obligation.

3.4 Accounts Receivable

Accounts receivable are non-interest bearing obligations due under normal course of business. The management reviews accounts receivable on a monthly basis to determine if any receivables will be potentially uncollectible. Historical bad debts and current economic trends are used in evaluating the allowance for doubtful accounts. The Company includes any accounts receivable balances that are determined to be uncollectible in its overall allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Based on the information available, the Company believes its allowance for doubtful accounts as of period ended is adequate.

3.5 Contingent liabilities

A contingent liability is disclosed when the Company has a possible obligation as a result of past events, the existence of which will be confirmed only by the occurrence or non-occurrence, of one or more uncertain future events, not wholly within the control of the Company; or when the Company has a present legal or constructive obligation, that arises from past events, but it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation, or the amount of the obligation cannot be measured with sufficient reliability.

3.6 Financial liabilities

Financial liabilities are recognized when the Company becomes party to the contractual provision of the instruments and the Company loses control of the contractual right that comprise the financial liability when the obligation specified in the contract is discharged, cancelled or expired. The Company classifies its financial liabilities in two categories: at fair value through profit or loss and financial liabilities measured at amortized cost. The classification depends on the purpose for which the financial liabilities were incurred. Management determines the classification of its financial liabilities at initial recognition.

(a) Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss are financial liabilities held for trading. A financial liability is classified in this category if incurred principally for the purpose of trading or payment in the short-term. Derivatives (if any) are also categorized as held for trading unless they are designated as hedges.

(b) Financial liabilities measured at amortized cost

These are non-derivative financial liabilities with fixed or determinable payments that are not quoted in an active market. These are recognized initially at fair value, net of transaction costs incurred and are subsequently stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the profit and loss account.

3.6.1 Derivative financial instruments and hedge accounting

Derivatives are recognised initially at fair value, any directly attributable transaction costs are recognised in profit or loss as they are incurred. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are generally recognised in profit and loss account.

The Company also holds derivative financial instruments to hedge its foreign currency exposures. Embedded derivatives are separated from the host contract and accounted for separately if certain criteria are met.

(a) Fair value hedge

Derivatives which are designated and qualify as fair value hedge, changes in the fair value of such derivatives are recorded in the profit and loss account, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

(b)      Cash flow hedges

When a derivative is designated as cash flow hedging instrument, the effective portion of changes in the fair value of the derivative is recognised in other comprehensive income and accumulated in the hedging reserve. Any ineffective portion of changes in the fair value of the derivative is recognised immediately in profit or loss.

The amount accumulated in equity is retained in other comprehensive income and reclassified to profit or loss in the same period or periods during which the hedged item affects profit or loss.

If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated or exercised, or the designation is revoked, then hedge accounting is discontinued prospectively. If the forecast transaction is no longer expected to occur, then the amount accumulated in equity is reclassified to profit or loss.

3.7 Property, plant and equipment

All equipment is stated at cost less accumulated depreciation and impairment loss. The cost of fixed assets includes its purchase price, import duties and non-refundable purchase taxes and any directly attributable costs of bringing the asset to its working condition and location for its intended use.

Depreciation on additions to property, plant and equipment is charged, using straight line method, on pro rata basis from the month in which the relevant asset is acquired or capitalized, up to the month in which the asset is disposed off. Impairment loss, if any, or its reversal, is also charged to income for the year. Where an impairment loss is recognized, the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less its residual value, over its estimated useful life.

Maintenance and normal repair costs are expensed out as and when incurred. Major renewals and improvements are capitalized and assets so replaced, if any are retired.

Gains and losses on disposal of fixed assets, if any, are recognized in statement of profit and loss.

3.8 Cash and cash equivalents

Cash and cash equivalents include cash in hand and deposits held at call with banks. For the purpose of the statement of cash flows, cash and cash equivalents bank balances and short term highly liquid investments subject to an insignificant risk of changes in value and with maturities of less than three months.

3.9 Revenue recognition

The Company’s revenues are derived principally from utilizing new technology in the medical alarm industry to provide 24-hour personal response monitoring services and related products to subscribers with medical or age-related conditions. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when it has persuasive evidence of an arrangement that the services have been rendered to the customer, the sales price is fixed or determinable, and collectability is reasonably assured.

All revenues from subscription arrangements are recognized ratably over the term of such arrangements. The excess of amounts received over the income recognized is recorded as deferred revenue on the consolidated balance sheet.

3.10 Functional and presentation currency

Items included in the financial statements are measured using the currency of the primary economic environment in which the Company operates. The financial statements are presented in US (Dollars) which is the Company's presentation currency. All financial information presented in US Dollars has been rounded to the nearest dollar unless otherwise stated.

3.11 Foreign currency transactions

Foreign currency transactions are translated into the functional currency using the exchange rate prevailing on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into functional currency using the exchange rate prevailing at the statement of financial position date. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates are recognized in the profit and loss account.

3.12 Contingencies

The assessment of the contingencies inherently involves the exercise of significant judgment as the outcome of the future events cannot be predicted with certainty. The Company, based on the availability of the latest information, estimates the value of contingent assets and liabilities, which may differ on the occurrence / non-occurrence of the uncertain future event(s).

3.13 Inventories

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.

3.14 Stock based compensation

The Company recognizes compensation expense for stock-based compensation in accordance with generally accepted accounting principles. For employee stock-based awards, fair value of the award on the date of grant is calculated using the Black-Scholes method and the quoted price of the Company's common stock for stock options and unrestricted shares respectively.

The Company recognizes expense over the service period for awards expected to vest.

In case of non-employee stock-based awards, fair value of the award on the date of grant is calculated in the same manner as employee awards. However, the awards are revalued at the end of each reporting period and the pro rata compensation expense is adjusted accordingly until such time the nonemployee award is fully vested, at which time the total compensation recognized to date equals the fair value of the stock-based award as calculated on the measurement date, which is the date at which the award recipient’s performance is complete. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. We consider many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience.

The Black-Scholes option valuation model is used to estimate the fair value of the warrants or options granted. The model includes subjective input assumptions that can materially affect the fair value estimates. The model was developed for use in estimating the fair value of traded options or warrants. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the warrants or options granted.

3.15 Software Development cost

The Company accounts for software development cost in accordance with ASC 985-20 whereby cost of developing computer software to be sold, leased, or otherwise marketed includes software that is part of a product or process to be sold to a customer shall be accounted for under ASC 985-20. All cost incurred to establish technological feasibility of a computer software product to be sold, leased or otherwise marketed are research and development cost. These cost are charged to expense when incurred. The technological feasibility of a computer software product is established when the entity has completed all planning, designing, coding, and testing activities that are necessary to establish that the product can be produced to meet its design specifications including functions, features, and technical performance requirements. Cost of producing product masters incurred subsequent to establishing technological feasibility shall be capitalized. Those cost include coding and testing performed subsequent to establishing technological feasibility. Capitalization of computer software cost shall cease when the product is available for general release to customers.

Once a project reaches the development stage, the Company allocates a portion of salaries to be capitalized based on estimated hours spent developing the software.

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4. Cash

3 Months Ended

Sep. 30, 2018

Cash and Cash Equivalents [Abstract]

4. Cash

4 Cash

This represent cash in hand and cash deposited in bank accounts (current) by the Company.

Amount in $

Primary Checking account	960
Checking account	50,702
Undeposited funds	3,436
	55,098

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5. Accounts Receivables

3 Months Ended

Sep. 30, 2018

Receivables [Abstract]

5. Accounts Receivables

5 Accounts Receivables

Opening balance	100,992
Net movement during the period	7,076
	108,068
Less : Provision	(25,364	)
Account Receivable - Net	82,704

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6. Inventory

3 Months Ended

Sep. 30, 2018

Inventory Disclosure [Abstract]

6. Inventory

6 Inventory

Opening balance	91,287
Net movement during the period	6,390
	97,677

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7. Prepaid expenses

3 Months Ended

Sep. 30, 2018

Notes to Financial Statements

7. Prepaid expenses

7 Prepaid expenses

Opening balance	43,316
Net movement during the period	3,032
Closing balance	46,348

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8. Advances to suppliers

3 Months Ended

Sep. 30, 2018

Notes to Financial Statements

8. Advances to suppliers

8 Advances to suppliers

Opening balance	–
Net movement in liabilities during the period	–
Closing balance	–

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9. Property, plant and equipment

3 Months Ended

Sep. 30, 2018

Property, Plant and Equipment [Abstract]

9. Property, plant and equipment

9 Property, plant and equipment

Cost
Opening balance	85,589
Net movement during the period	3,424
Closing balance	89,013
Accumulated Depreciation
Opening balance	(71,982	)
Net movement during the period	(2,879	)
Closing balance	(74,861	)
Closing Book value	14,151

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10. Credit line payable - related party

3 Months Ended

Sep. 30, 2018

Related Party Transactions [Abstract]

10. Credit line payable - related party

10 Credit line payable - related party

Opening balance	397,500
Net movement during the period	23,850
Closing balance	421,350

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11. Accounts payable

3 Months Ended

Sep. 30, 2018

Payables and Accruals [Abstract]

11. Accounts payable

11 Accounts payable

Opening balance	93,758
Net movement during the period	3,750
Closing balance	97,508

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12. Deferred Revenue

3 Months Ended

Sep. 30, 2018

Revenue Recognition and Deferred Revenue [Abstract]

12. Deferred Revenue

12 Deferred Revenue

Opening balance	215,880
Net movement during the period	12,953
Closing balance	228,833

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13. Due to related party

3 Months Ended

Sep. 30, 2018

Related Party Transactions [Abstract]

13. Due to related party

13 Due to related party

Opening balance	7,400
Net movement during the period	444
Closing balance	7,844

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14 and 15 Notes payable

3 Months Ended

Sep. 30, 2018

Debt Disclosure [Abstract]

14 and 15 Notes payable

14 Notes payable

Opening balance	83,236
Net movement during the period	4,994
Closing balance	88,230

15 Notes payable - Other

Opening balance	50,000
Net movement during the period	3,000
Closing balance	53,000

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16. Derivative liabilities

3 Months Ended

Sep. 30, 2018

Notes to Financial Statements

16. Derivative liabilities

16 Derivative Liabilities

Opening balance	109,704
Net movement during the period	9,873
Closing balance	119,578

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17. Convertible notes

3 Months Ended

Sep. 30, 2018

Debt Disclosure [Abstract]

17. Convertible notes

17 Convertible notes - net of discount

Opening balance	597,500
Net movement during the period	73,900
Closing balance	671,400

17.1 During the period, the company secured a $50,000 line of credit from EMRY CAPITAL bearing interest at 8% per annul secured by company stock (convertible note) convertible as per default provisions. The Company has earmarked these funds exclusively towards the successful VR product line.

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18. Accrued expenses and other liabilities

3 Months Ended

Sep. 30, 2018

Notes to Financial Statements

18. Accrued expenses and other liabilities

18 Accrued expenses and other current liabilities

Opening balance	194,370
Net movement during the period	7,775
Closing balance	202,144

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19. Revenue

3 Months Ended

Sep. 30, 2018

Revenue from Contract with Customer [Abstract]

19. Revenue

19 Revenue

Sale of Lock boxes	793
Labor services	620
Sale of Medi-01 Kit	1,008
Sale of replacement parts	733
Accessories sale	4,279
Other Services	13,175
Monitoring activities	991,849
Shipping and Handling	9,846
Installation Revenue	–
Less: Discounts	(7,260	)
	1,015,043

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20. Cost of sales

3 Months Ended

Sep. 30, 2018

Notes to Financial Statements

20. Cost of sales

20 Cost of sales

COG-Material Purchases	5,907
COG-Service	1,436
COG-Other	12,003
COG - Monitoring	204,891
COG-Shipping & Packaging	21,570
	245,808

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21. Selling expense

3 Months Ended

Sep. 30, 2018

Notes to Financial Statements

21. Selling expense

21 Selling expense

Marketing	5,201
Shipping Expense	58
Advertising	–
	5,259

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22. Interest expense

3 Months Ended

Sep. 30, 2018

Banking and Thrift [Abstract]

22. Interest expense

22 Interest expense

Bank Fees	8,708
Interest Expense - Warrants	–
Interest on OID	–
Interest for credit 3rd party	32,315
	41,023

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23. General and administrative expenses

3 Months Ended

Sep. 30, 2018

Other Income / (expense)

23. General and administrative expenses

23 General and Administrative expense

Bad Debt Expense	–
Investor Relations	2,961
Administrative Pay	289,055
Consulting	28,300
Commissions	476
Payroll Taxes - Employer	155,299
Insurance - Workers Comp	1,998
Insurance - Liability	4,385
Security Services	–
Postage	1,287
Vehicles	24,404
Gas	6,104
Vehicle Maintenance	2,536
Legal & Professional Services	13,646
Accounting	34,028
Filing Fees	917
Merchant Fees	10,672
Dues & Subscriptions	524
Depreciation - Computers & Software	2,678
Software	66,051
Depreciation - Software Development Costs	15,912
Group Health Insurance	39,253
Dental Insurance	2,800
Insurance, Vehicle	7,956
Travel - Air Lines	6,154
Travel - Car Rental	397
Travel - lodging	1,701
Entertainment	3,178
Travel - Meals	8,109
Travel - Parking tolls train cab	4,909
Office Supplies	3,491
Cleaning / Janitorial	3,408
Rent	13,720
Telephone	25,672
Utilities - Electric and Gas	1,946
Utilities - Other	3,153
Payroll Processing Fees	3,064
Stock Compensation	–
Salaries-Officer's	52
Conferences	500
Administrative Costs	7,233
Computer Supplies & Maintenance	–
Income Taxes - Federal	–
	797,929

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24. Share capital

3 Months Ended

Sep. 30, 2018

Equity [Abstract]

24. Share capital

24 Share Capital

During the current period, the Company has issued 4 million Class E preferred stock which is convertible into 400 million common stock.

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25. Contingencies and Commitments

3 Months Ended

Sep. 30, 2018

Commitments and Contingencies Disclosure [Abstract]

25. Contingencies and Commitments

25 Contingencies and Commitments

From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. As at the end of current reporting period, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of operations and there are no proceedings in which any directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to the Company’s interest.

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3. Summary of Significant Accounting Policies (Policies)

3 Months Ended

Sep. 30, 2018

Accounting Policies [Abstract]

Income tax

3.1 Income tax

The tax expense for the year comprises of income tax, and is recognized in the statement of earnings. The income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is accounted for using the balance sheet liability method in respect of all temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred income tax liabilities are recognised for all taxable temporary differences and deferred income tax assets are recognised to the extent that it is probable that taxable profits will be available against which the deductible temporary differences and unused tax losses can be utilized. Deferred income tax is calculated at the rates that are expected to apply to the period when the differences are expected to be reversed.

Trade and other payables

3.2 Trade and other payables

Liabilities for trade and other amounts payable are carried at cost, which is the fair value of the consideration to be paid in future for goods and services received, whether or not billed to the Company.

Provisions

3.3 Provisions

A provision is recognized in the financial statements when the Company has a legal or constructive obligation as a result of past events and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of obligation.

Accounts Receivable

3.4 Accounts Receivable

Accounts receivable are non-interest bearing obligations due under normal course of business. The management reviews accounts receivable on a monthly basis to determine if any receivables will be potentially uncollectible. Historical bad debts and current economic trends are used in evaluating the allowance for doubtful accounts. The Company includes any accounts receivable balances that are determined to be uncollectible in its overall allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Based on the information available, the Company believes its allowance for doubtful accounts as of period ended is adequate.

Contingent liabilities

3.5 Contingent liabilities

A contingent liability is disclosed when the Company has a possible obligation as a result of past events, the existence of which will be confirmed only by the occurrence or non-occurrence, of one or more uncertain future events, not wholly within the control of the Company; or when the Company has a present legal or constructive obligation, that arises from past events, but it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation, or the amount of the obligation cannot be measured with sufficient reliability.

Financial liabilities

3.6 Financial liabilities

Financial liabilities are recognized when the Company becomes party to the contractual provision of the instruments and the Company loses control of the contractual right that comprise the financial liability when the obligation specified in the contract is discharged, cancelled or expired. The Company classifies its financial liabilities in two categories: at fair value through profit or loss and financial liabilities measured at amortized cost. The classification depends on the purpose for which the financial liabilities were incurred. Management determines the classification of its financial liabilities at initial recognition.

(a) Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss are financial liabilities held for trading. A financial liability is classified in this category if incurred principally for the purpose of trading or payment in the short-term. Derivatives (if any) are also categorized as held for trading unless they are designated as hedges.

(b) Financial liabilities measured at amortized cost

These are non-derivative financial liabilities with fixed or determinable payments that are not quoted in an active market. These are recognized initially at fair value, net of transaction costs incurred and are subsequently stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the profit and loss account.

Derivative financial instruments and hedge accounting

3.6.1 Derivative financial instruments and hedge accounting

Derivatives are recognised initially at fair value, any directly attributable transaction costs are recognised in profit or loss as they are incurred. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are generally recognised in profit and loss account.

The Company also holds derivative financial instruments to hedge its foreign currency exposures. Embedded derivatives are separated from the host contract and accounted for separately if certain criteria are met.

(a) Fair value hedge

Derivatives which are designated and qualify as fair value hedge, changes in the fair value of such derivatives are recorded in the profit and loss account, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

(b)      Cash flow hedges

When a derivative is designated as cash flow hedging instrument, the effective portion of changes in the fair value of the derivative is recognised in other comprehensive income and accumulated in the hedging reserve. Any ineffective portion of changes in the fair value of the derivative is recognised immediately in profit or loss.

The amount accumulated in equity is retained in other comprehensive income and reclassified to profit or loss in the same period or periods during which the hedged item affects profit or loss.

If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated or exercised, or the designation is revoked, then hedge accounting is discontinued prospectively. If the forecast transaction is no longer expected to occur, then the amount accumulated in equity is reclassified to profit or loss.

Property, plant and equipment

3.7 Property, plant and equipment

All equipment is stated at cost less accumulated depreciation and impairment loss. The cost of fixed assets includes its purchase price, import duties and non-refundable purchase taxes and any directly attributable costs of bringing the asset to its working condition and location for its intended use.

Depreciation on additions to property, plant and equipment is charged, using straight line method, on pro rata basis from the month in which the relevant asset is acquired or capitalized, up to the month in which the asset is disposed off. Impairment loss, if any, or its reversal, is also charged to income for the year. Where an impairment loss is recognized, the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less its residual value, over its estimated useful life.

Maintenance and normal repair costs are expensed out as and when incurred. Major renewals and improvements are capitalized and assets so replaced, if any are retired.

Gains and losses on disposal of fixed assets, if any, are recognized in statement of profit and loss.

Cash and cash equivalents

3.8 Cash and cash equivalents

Cash and cash equivalents include cash in hand and deposits held at call with banks. For the purpose of the statement of cash flows, cash and cash equivalents bank balances and short term highly liquid investments subject to an insignificant risk of changes in value and with maturities of less than three months.

Revenue recognition

3.9 Revenue recognition

The Company’s revenues are derived principally from utilizing new technology in the medical alarm industry to provide 24-hour personal response monitoring services and related products to subscribers with medical or age-related conditions. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when it has persuasive evidence of an arrangement that the services have been rendered to the customer, the sales price is fixed or determinable, and collectability is reasonably assured.

All revenues from subscription arrangements are recognized ratably over the term of such arrangements. The excess of amounts received over the income recognized is recorded as deferred revenue on the consolidated balance sheet.

Functional and presentation currency

3.10 Functional and presentation currency

Items included in the financial statements are measured using the currency of the primary economic environment in which the Company operates. The financial statements are presented in US (Dollars) which is the Company's presentation currency. All financial information presented in US Dollars has been rounded to the nearest dollar unless otherwise stated.

Foreign currency transactions

3.11 Foreign currency transactions

Foreign currency transactions are translated into the functional currency using the exchange rate prevailing on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into functional currency using the exchange rate prevailing at the statement of financial position date. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates are recognized in the profit and loss account.

Contingencies

3.12 Contingencies

The assessment of the contingencies inherently involves the exercise of significant judgment as the outcome of the future events cannot be predicted with certainty. The Company, based on the availability of the latest information, estimates the value of contingent assets and liabilities, which may differ on the occurrence / non-occurrence of the uncertain future event(s).

Inventories

3.13 Inventories

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.

Stock based compensation

3.14 Stock based compensation

The Company recognizes compensation expense for stock-based compensation in accordance with generally accepted accounting principles. For employee stock-based awards, fair value of the award on the date of grant is calculated using the Black-Scholes method and the quoted price of the Company's common stock for stock options and unrestricted shares respectively.

The Company recognizes expense over the service period for awards expected to vest.

In case of non-employee stock-based awards, fair value of the award on the date of grant is calculated in the same manner as employee awards. However, the awards are revalued at the end of each reporting period and the pro rata compensation expense is adjusted accordingly until such time the nonemployee award is fully vested, at which time the total compensation recognized to date equals the fair value of the stock-based award as calculated on the measurement date, which is the date at which the award recipient’s performance is complete. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. We consider many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience.

The Black-Scholes option valuation model is used to estimate the fair value of the warrants or options granted. The model includes subjective input assumptions that can materially affect the fair value estimates. The model was developed for use in estimating the fair value of traded options or warrants. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the warrants or options granted.

Software Development cost

3.15 Software Development cost

The Company accounts for software development cost in accordance with ASC 985-20 whereby cost of developing computer software to be sold, leased, or otherwise marketed includes software that is part of a product or process to be sold to a customer shall be accounted for under ASC 985-20. All cost incurred to establish technological feasibility of a computer software product to be sold, leased or otherwise marketed are research and development cost. These cost are charged to expense when incurred. The technological feasibility of a computer software product is established when the entity has completed all planning, designing, coding, and testing activities that are necessary to establish that the product can be produced to meet its design specifications including functions, features, and technical performance requirements. Cost of producing product masters incurred subsequent to establishing technological feasibility shall be capitalized. Those cost include coding and testing performed subsequent to establishing technological feasibility. Capitalization of computer software cost shall cease when the product is available for general release to customers.

Once a project reaches the development stage, the Company allocates a portion of salaries to be capitalized based on estimated hours spent developing the software.

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4. Cash (Tables)

3 Months Ended

Sep. 30, 2018

Cash and Cash Equivalents [Abstract]

Schedule of cash

Primary Checking account	960
Checking account	50,702
Undeposited funds	3,436
	55,098

XML

5. Accounts Receivables (Tables)

3 Months Ended

Sep. 30, 2018

Receivables [Abstract]

Schedule of accounts receivable

Opening balance	100,992
Net movement during the period	7,076
	108,068
Less : Provision	(25,364	)
Account Receivable - Net	82,704

XML

6. Inventory (Tables)

3 Months Ended

Sep. 30, 2018

Inventory Disclosure [Abstract]

Schedule of inventory

Opening balance	91,287
Net movement during the period	6,390
	97,677

XML

7. Prepaid expenses (Tables)

3 Months Ended

Sep. 30, 2018

Notes to Financial Statements

Schedule of prepaid expenses

Opening balance	43,316
Net movement during the period	3,032
Closing balance	46,348

XML

8. Advances to suppliers (Tables)

3 Months Ended

Sep. 30, 2018

Notes to Financial Statements

Schedule of advances to suppliers

Opening balance	–
Net movement in liabilities during the period	–
Closing balance	–

XML

9. Property, plant and equipment (Tables)

3 Months Ended

Sep. 30, 2018

Property, Plant and Equipment [Abstract]

Schedule of property, plant and equipment

Cost
Opening balance	85,589
Net movement during the period	3,424
Closing balance	89,013
Accumulated Depreciation
Opening balance	(71,982	)
Net movement during the period	(2,879	)
Closing balance	(74,861	)
Closing Book value	14,151

XML

10. Credit line payable - related party (Tables)

3 Months Ended

Sep. 30, 2018

Related Party Transactions [Abstract]

Schedule of credit line payable

Opening balance	397,500
Net movement during the period	23,850
Closing balance	421,350

XML

11. Accounts payable (Tables)

3 Months Ended

Sep. 30, 2018

Payables and Accruals [Abstract]

Schedule of accounts payable

Opening balance	93,758
Net movement during the period	3,750
Closing balance	97,508

XML

12. Deferred Revenue (Tables)

3 Months Ended

Sep. 30, 2018

Revenue Recognition and Deferred Revenue [Abstract]

Schedule of deferred revenue

Opening balance	215,880
Net movement during the period	12,953
Closing balance	228,833

XML

13. Due to related party (Tables)

3 Months Ended

Sep. 30, 2018

Related Party Transactions [Abstract]

Schedule of due to related parties

Opening balance	7,400
Net movement during the period	444
Closing balance	7,844

XML

14 and 15 Notes payable (Tables)

3 Months Ended

Sep. 30, 2018

Debt Disclosure [Abstract]

Schedule of notes payable

Opening balance	83,236
Net movement during the period	4,994
Closing balance	88,230

15 Notes payable - Other

Opening balance	50,000
Net movement during the period	3,000
Closing balance	53,000

XML

16. Derivative liabilities (Tables)

3 Months Ended

Sep. 30, 2018

Notes to Financial Statements

Schedule of derivative liabilities

Opening balance	109,704
Net movement during the period	9,873
Closing balance	119,578

XML

17. Convertible notes (Tables)

3 Months Ended

Sep. 30, 2018

Debt Disclosure [Abstract]

Schedule of convertible notes

Opening balance	597,500
Net movement during the period	73,900
Closing balance	671,400

XML

18. Accrued expenses and other liabilities (Tables)

3 Months Ended

Sep. 30, 2018

Notes to Financial Statements

Schedule of accrued expenses and other liabilities

Opening balance	194,370
Net movement during the period	7,775
Closing balance	202,144

XML

19. Revenue (Tables)

3 Months Ended

Sep. 30, 2018

Revenue from Contract with Customer [Abstract]

Schedule of revenue

Sale of Lock boxes	793
Labor services	620
Sale of Medi-01 Kit	1,008
Sale of replacement parts	733
Accessories sale	4,279
Other Services	13,175
Monitoring activities	991,849
Shipping and Handling	9,846
Installation Revenue	–
Less: Discounts	(7,260	)
	1,015,043

XML

20. Cost of sales (Tables)

3 Months Ended

Sep. 30, 2018

Notes to Financial Statements

Schedule of cost of sales

COG-Material Purchases	5,907
COG-Service	1,436
COG-Other	12,003
COG - Monitoring	204,891
COG-Shipping & Packaging	21,570
	245,808

XML

21. Selling expense (Tables)

3 Months Ended

Sep. 30, 2018

Notes to Financial Statements

Schedule of selling expenses

Marketing	5,201
Shipping Expense	58
Advertising	–
	5,259

XML

22. Interest expense (Tables)

3 Months Ended

Sep. 30, 2018

Banking and Thrift [Abstract]

Schedule of interest expense

Bank Fees	8,708
Interest Expense - Warrants	–
Interest on OID	–
Interest for credit 3rd party	32,315
	41,023

XML

23. General and administrative expenses (Tables)

3 Months Ended

Sep. 30, 2018

Other Income / (expense)

Schedule of general and administrative expenses

Bad Debt Expense	–
Investor Relations	2,961
Administrative Pay	289,055
Consulting	28,300
Commissions	476
Payroll Taxes - Employer	155,299
Insurance - Workers Comp	1,998
Insurance - Liability	4,385
Security Services	–
Postage	1,287
Vehicles	24,404
Gas	6,104
Vehicle Maintenance	2,536
Legal & Professional Services	13,646
Accounting	34,028
Filing Fees	917
Merchant Fees	10,672
Dues & Subscriptions	524
Depreciation - Computers & Software	2,678
Software	66,051
Depreciation - Software Development Costs	15,912
Group Health Insurance	39,253
Dental Insurance	2,800
Insurance, Vehicle	7,956
Travel - Air Lines	6,154
Travel - Car Rental	397
Travel - lodging	1,701
Entertainment	3,178
Travel - Meals	8,109
Travel - Parking tolls train cab	4,909
Office Supplies	3,491
Cleaning / Janitorial	3,408
Rent	13,720
Telephone	25,672
Utilities - Electric and Gas	1,946
Utilities - Other	3,153
Payroll Processing Fees	3,064
Stock Compensation	–
Salaries-Officer's	52
Conferences	500
Administrative Costs	7,233
Computer Supplies & Maintenance	–
Income Taxes - Federal	–
	797,929

XML

4. Cash (Details) - USD ($)	Sep. 30, 2018	Jun. 30, 2018
Cash and cash equivalents	$ 55,098	$ 4,018
Primary Checking [Member]
Cash and cash equivalents	960
Checking [Member]
Cash and cash equivalents	50,702
Undeposited Funds [Member]
Cash and cash equivalents	$ 3,436

XML

5. Accounts Receivables (Details)	3 Months Ended
	Sep. 30, 2018 USD ($)
Receivables [Abstract]
Accounts receivable, beginning balance	$ 100,992
Increase in accounts receivable	7,076
Accounts receivable, ending balance	108,068
Less: provision for doubtful accounts	(25,364)
Accounts receivable, net	$ 82,704

XML

6. Inventory (Details)	3 Months Ended
	Sep. 30, 2018 USD ($)
Inventory Disclosure [Abstract]
Inventory, beginning balance	$ 91,287
Increase (decrease) in inventory	6,390
Inventory, ending balance	$ 97,677

XML

7. Prepaid expenses (Details)	3 Months Ended
	Sep. 30, 2018 USD ($)
Notes to Financial Statements
Prepaid expenses, beginning balance	$ 43,316
Increase (decrease) in prepaid expenses	3,032
Prepaid expenses, ending balance	$ 46,348

XML

8. Advances to suppliers (Details)	3 Months Ended
	Sep. 30, 2018 USD ($)
Notes to Financial Statements
Advances to suppliers, beginning balance	$ 0
Increase (decrease) in advances to suppliers	0
Advances to suppliers, ending balance	$ 0

XML

9. Property, plant and equipment (Details)	3 Months Ended
	Sep. 30, 2018 USD ($)
Property, Plant and Equipment [Abstract]
Property, plant and equipment, beginning balance	$ 85,589
Increase (decrease) in property, plant and equipment	3,424
Property, plant and equipment, ending balance	89,013
Accumulated depreciation, beginning balance	71,982
Increase (decrease) in accumulated depreciation	2,879
Accumulated depreciation, ending balance	74,891
Property, plant and equipment, net	$ 14,151

XML

10. Credit line payable - related party (Details)	3 Months Ended
	Sep. 30, 2018 USD ($)
Related Party Transactions [Abstract]
Credit line payable, beginning balance	$ 397,500
Increase (decrease) in credit line payable	23,850
Credit line payable, ending balance	$ 421,350

XML

11. Accounts payable (Details)	3 Months Ended
	Sep. 30, 2018 USD ($)
Payables and Accruals [Abstract]
Accounts payable, beginning balance	$ 93,758
Increase (decrease) in accounts payable	3,750
Accounts payable, ending balance	$ 97,508

XML

12. Deferred Revenue (Details)	3 Months Ended
	Sep. 30, 2018 USD ($)
Revenue Recognition and Deferred Revenue [Abstract]
Deferred revenue, beginning balance	$ 215,880
Increase (decrease) in deferred revenue	12,953
Deferred revenue, ending balance	$ 228,833

XML

13. Due to related party (Details)	3 Months Ended
	Sep. 30, 2018 USD ($)
Related Party Transactions [Abstract]
Due to related party, beginning balance	$ 7,400
Increase (decrease) in due to related parties	444
Due to related parties, ending balance	$ 7,844

XML

14 Notes payable (Details)	3 Months Ended
	Sep. 30, 2018 USD ($)
Debt Disclosure [Abstract]
Notes payable, beginning balance	$ 83,236
Increase (decrease) in notes payable	4,994
Notes payable, ending balance	88,230
Notes payable - other, beginning balance	50,000
Increase (decrease) in other notes payable	3,000
Notes payable - other, ending balance	$ 53,000

XML

16. Derivative liabilities (Details)	3 Months Ended
	Sep. 30, 2018 USD ($)
Notes to Financial Statements
Derivative liabilities, beginning balance	$ 109,704
Increase (decrease) in derivative liabilities	9,873
Derivative liabilities, ending balance	$ 119,578

XML

17. Convertible notes (Details)	3 Months Ended
	Sep. 30, 2018 USD ($)
Debt Disclosure [Abstract]
Convertible notes, beginning balance	$ 597,500
Increase (decrease) in convertible notes	73,900
Convertible notes, ending balance	$ 671,400

XML

18. Accrued expenses and other liabilities (Details)	3 Months Ended
	Sep. 30, 2018 USD ($)
Notes to Financial Statements
Accrued expenses, beginning balance	$ 194,370
Increase (decrease) in accrued expenses	7,775
Accrued expenses, ending balance	$ 202,144

XML

19. Revenue (Details)	3 Months Ended
	Sep. 30, 2018 USD ($)
Revenues	$ 1,015,043
Lock Boxes [Member]
Revenues	793
Labor Services [Member]
Revenues	620
Medi-01 Kit [Member]
Revenues	1,008
Replacement Parts [Member]
Revenues	733
Accessories [Member]
Revenues	4,279
Other Services [Member]
Revenues	13,175
Monitoring activities [Member]
Revenues	991,849
Shipping and Handling [Member]
Revenues	9,846
Installation Revenue [Member]
Revenues	0
Discounts [Member]
Revenues	$ (7,260)

XML

20. Cost of sales (Details)	3 Months Ended
	Sep. 30, 2018 USD ($)
Cost of sales	$ 245,808
Material Purchases [Member]
Cost of sales	5,907
Service [Member]
Cost of sales	1,436
Other [Member]
Cost of sales	12,003
Monitoring [Member]
Cost of sales	204,891
Shipping and Handling [Member]
Cost of sales	$ 21,570

XML

21. Selling expense (Details)	3 Months Ended
	Sep. 30, 2018 USD ($)
Notes to Financial Statements
Marketing expense	$ 5,201
Shipping expense	58
Advertising expense	0
Selling expense	$ (5,259)

XML

22. Interest expense (Details)	3 Months Ended
	Sep. 30, 2018 USD ($)
Banking and Thrift [Abstract]
Bank fees	$ 8,708
Interest on OID	32,315
Interest expense	$ 41,023

XML

23. General and administrative expenses (Details)	3 Months Ended
	Sep. 30, 2018 USD ($)
General and administrative expense	$ 797,929
Bad debt expense [Member]
General and administrative expense	0
Investor Relations [Member]
General and administrative expense	2,961
Administrative Pay [Member]
General and administrative expense	289,055
Consulting [Member]
General and administrative expense	28,300
Commissions [Member]
General and administrative expense	476
Payroll Taxes - Employer [Member]
General and administrative expense	155,299
Insurance - Workers Comp [Member]
General and administrative expense	1,998
Insurance - Liability [Member]
General and administrative expense	4,385
Security Services [Member]
General and administrative expense	0
Postage [Member]
General and administrative expense	1,287
Vehicles [Member]
General and administrative expense	24,404
Gas [Member]
General and administrative expense	61,047
Vehicle Maintenance [Member]
General and administrative expense	2,536
Legal and Professional Services [Member]
General and administrative expense	13,646
Accounting [Member]
General and administrative expense	34,028
Filing Fees [Member]
General and administrative expense	917
Merchant Fees [Member]
General and administrative expense	10,672
Dues and Subscriptions [Member]
General and administrative expense	524
Depreciation [Member]
General and administrative expense	2,678
Software [Member]
General and administrative expense	66,051
Depreciation Software Development [Member]
General and administrative expense	15,912
Group Health Insurance [Member]
General and administrative expense	39,253
Dental Insurance [Member]
General and administrative expense	2,800
Vehicle Insurance [Member]
General and administrative expense	7,956
Travel - Air Lines [Member]
General and administrative expense	6,154
Travel - Car Rental [Member]
General and administrative expense	397
Travel - Lodging [Member]
General and administrative expense	1,701
Entertainment [Member]
General and administrative expense	3,178
Travel - Meals [Member]
General and administrative expense	8,109
Travel - parking [Member]
General and administrative expense	4,909
Office supplies [Member]
General and administrative expense	3,491
Cleaning Janitorial [Member]
General and administrative expense	3,408
Rent [Member]
General and administrative expense	13,720
Telephone [Member]
General and administrative expense	25,672
Utilities [Member]
General and administrative expense	1,946
Utilities - Other [Member]
General and administrative expense	3,153
Payroll Processing [Member]
General and administrative expense	3,064
Stock compensation [Member]
General and administrative expense	0
Salaries Officers [Member]
General and administrative expense	52
Conferences [Member]
General and administrative expense	500
Administrative costs [Member]
General and administrative expense	7,233
Computer Suppllies [Member]
General and administrative expense	0
Income taxes [Member]
General and administrative expense	$ 0