Commitments and contingencies

6 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and contingencies

Note 12 – Commitments and contingencies

Legal Matters

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

1) Legal Proceedings Involving Aqualaro Corp

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

2) Settlement Agreements on July 21, 2023

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

– Benza Pharma, LLC, et al. v. Wearable Health Solutions, Inc., et al. in Clark County Nevada.

– GRQ Consultants, Inc. v. Wearable Health Solutions Inc. in the Supreme Court of the State of New York.

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

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

On February 6, 2024, the Company entered into an amendment to Settlement Agreement related to above two litigations where Within two days of the signing of this Amendment WHSI shall make total payments in the amount of twenty thousand dollars ($20,000) and a ten thousand payment ($10,000) made on or before April 5th, 2024, to “GRQ” pursuant to the payment instructions provided by Mr. Honig. This $20,000 payment shall be credited to the Second Nevada Settlement Payment for the Benza Pharma LLC note as that term is defined in the Settlement Agreement. All outstanding principal and accrued interest shall be due on April 15th, 2024 (the "Extended Due Date").

3) Medical Alarm Concepts LLC v. MCA Cure, LLC

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

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

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

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

Commitments and Contingencies. The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.