SEC Info - Innovative Medtech, Inc. - ‘10-Q’ for 12/31/23

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The lease began in 2018 and ends in 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i ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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

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. ☒ i Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). i Yes ☒ No ☐

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

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

As of February 16, 2024, there were i 21,157,327 shares of Common Stock, $0.000001 par value per share, issued and outstanding.

Unless stated otherwise or the context otherwise requires, the words “we,” “us,” “our,” the “Company,” “Innovative MedTech” or “Innovative” in this Quarterly Report on Form 10-Q collectively refers to Innovative MedTech, Inc., a Delaware corporation (the “Company”), and its subsidiaries. The information in this Quarterly Report on Form 10-Q contains “forward-looking statements” relating to the Company, within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

This report contains information that may be deemed forward-looking, that is based largely on the Company’s current expectations, and is subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those anticipated.

Among such risks, trends and other uncertainties, which in some instances are beyond its control, may be the Company’s ability to generate cash flows and maintain liquidity sufficient to service its debt, and comply with or obtain amendments or waivers of the financial covenants contained in its credit facilities, if necessary. Other risks and uncertainties include the impact of continuing adverse economic conditions, potential changes in the adult day care industry, energy costs, interest rates and the availability of credit, labor costs, legislative and regulatory rulings and other results of operations or financial conditions, increased capital and other costs, competition and other risks detailed from time to time in the Company’s publicly filed documents.

The words “may”, “will”, “would”, “could”, “believes”, “expects”, “anticipates”, “intends”, “plans”, “projects”, “considers” and similar expressions generally identify forward-looking statements. Readers are cautioned not to place undue reliance on such forward-looking statements, which are made as of the date of this report. The Company does not undertake to publicly update or revise its forward-looking statements.

An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. For the three and six months ended December 31, 2023 and 2022, there were no impairment losses.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities.

The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts payable, accrued expenses and interest, certain notes payable and notes payable – due to related parties, approximate their fair values because of the short maturity of these instruments. The Company accounts for its derivative liabilities, at fair value, on a recurring basis under Level 3 (See Note 11).

Significant inputs and results arising from the Monte Carlo Simulations process are as follows for the compound embedded derivative that has been bifurcated from the Convertible Notes and classified in liabilities:

The following table reflects the issuances of compound embedded derivatives and changes in fair value inputs and assumptions related to the compound embedded derivatives during the three months ended December 31, 2023 and June 30, 2023.

The fair value of the compound embedded derivative is significantly influenced by the Company’s trading market price, the price volatility in trading and the interest components of the Monte Carlo Simulation technique.

On August 21, 2023 the Company issued a Note (Note 7, Ref #7) which included i 100,000 warrants to purchase common stock at a strike price of $ i 0.10 per share, par value, $ i 0.000001 per share. The warrants have an expiration date of i August 21, 2028.

On April 26, 2022, the Company issued the Shareholders of Vitality i 50,000 shares of Series A Convertible Preferred Stock, par value, $ i 0.000001 per share, to Vitality’s five shareholder’s for consulting services and their expertise in technology, financial services and media related to the Company’s digital healthcare wallet.

As of December 31, 2023, the Company had i 500,000,000 authorized shares of Series A Convertible Preferred Stock, par value, $ i 0.000001 per share. Each share of Series A Convertible Preferred Stock is convertible into i 100 shares of the Company’s common stock. The Company no longer authorized any Series B Convertible Preferred Stock.

Series A Preferred Stock & Series B Preferred Stock – Certificate of Designations

The Preferred Shares each have Certificate of Designations, which designate as follows:

i 500,000,000 shares of the Parent Company’s Preferred Stock are designated as shares of Series A Convertible Preferred Stock, par value $ i 0.000001 per share.

Any dividends (other than dividends on common stock payable solely in common stock or dividends on the Series A Convertible Preferred Stock payable solely in Series A Convertible Preferred Stock or dividends on the Series B Preferred Convertible Stock payable solely in Series B Convertible Preferred Stock) declared or paid in any fiscal year will be declared or paid among the holders of the Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and common stock then outstanding in proportion to the greatest whole number of shares of common stock which would be held by each such holder if all shares of Series A Preferred Stock and Series B Convertible Preferred Stock were converted into shares of common stock pursuant to the terms of the Certificate of Designations. The Parent Company’s Board of Directors is under no obligation to declare dividends on the Series A Convertible Preferred Stock or Series B Convertible Preferred Stock.

Each share of Preferred Stock is convertible into i 100 shares of the Parent Company’s common stock (the “Conversion Rate”).

In the event of any liquidation, dissolution or winding up of the Parent Company, the assets of the Parent Company legally available for distribution by the Parent Company would be distributed with equal priority and pro rata among the holders of the Preferred Stock and common stock in proportion to the number of shares of common stock held by them, with the shares of Preferred Stock being treated for this purpose as if they had been converted to shares of common stock at the then applicable Conversion Rate.

On any matter presented to the stockholders of the Parent Company for their action or consideration at any meeting of stockholders of the Parent Company (or by written consent of stockholders in lieu of meeting), each holder of outstanding shares of Preferred Stock would be entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. Except as provided by law or by the other provisions of the Parent Company’s Certificate of Incorporation, holders of Preferred Stock vote together with the holders of common stock as a single class.

The Internal Revenue Service has placed a federal tax lien on all of the assets of the Company.

In connection with the acquisition of Sarah Adult Day Centers, Inc. on March 25, 2021, the Company acquired a facilities lease with i 3,469 square feet at 4580 Stephen Circle NW. Canton, OH 44718. The monthly lease payments are $ i 4,500 and the lease expires on i December 31, 2023.

In connection with the acquisition of Sarah Day Care Centers, Inc. on March 25, 2021, the Company acquired a facilities lease with i 5,300 square feet in Jackson, Ohio. The monthly lease payments are $ i 7,910, which includes monthly payments of $ i 603 as repayments for COVID relief. The lease expires on i July 1, 2026.

Operating lease right-of-use asset and liability are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value is the incremental borrowing rate, estimated to be i 10%, as the interest rate implicit in most of the Company’s leases is not readily determinable. Operating lease expense is recognized on a straight-line basis over the lease term. Since the common area maintenance expenses are expenses that do not depend on an index or rate, they are excluded from the measurement of the lease liability and recognized in general and administrative expenses on the consolidated statements of operations.

On October 1, 2021, the Company discontinued use of one of its copiers. As a result, the Company recorded an impairment of assets in the amount of $ i 84,364. Amortization expense was $ i 5,738 and $ i 3,442 For the six months ended December 31, 2023 and 2022, respectively.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

Some of the information in this section contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as “may,” “will,” “expect,” “anticipate,” “believe,” “estimate” and “continue,” or similar words.

We believe it is important to communicate our expectations. However, there may be events in the future that we are not able to accurately predict or over which we have no control. Our actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth elsewhere in this Quarterly Report on Form 10-Q.

Unless stated otherwise, the words “we,” “us,” “our,” “the Company” or “Innovative MedTech” in this Quarterly Report on Form 10-Q collectively refers to Innovative MedTech, Inc., a Delaware corporation (the “Parent Company”), and subsidiaries.

Innovative MedTech, Inc. (the “Company”), a Delaware corporation, is a provider of health and wellness services. On March 25, 2021, the Company acquired SarahCare for a total of $3,718,833; $2,000,110 was paid in cash and the Company assumed approximately $393,885 in debt due to sellers, and the remaining is payable through a royalty fee liability due in the amount of $1,500,000. With 25 centers (2 corporate and 23 franchise locations) located in 13 states, SarahCare offers seniors daytime care and activities focusing on meeting their physical and medical needs on a daily basis, and ranging from nursing care to salon services and providing meals, to offering engaging and enriching activities to allow them to continue to lead active and engaged lives.

The Company has also been working on launching an RX Vitality wallet digital offering and mobile app. Once implemented and live, the Company’s digital healthcare wallet will be accessible by customers via mobile wallet on both the Apple iOS and Android App Stores. The Company intends to have a physical healthcare card as well.

On April 1, 2022, the Company partnered with TruCash Group of Companies Inc. (“TruCash”), a leading global payments provider, to launch an all-in-one Super Healthcare App, called RX Vitality Wallet, that will be designed to cater to consumers, patients, hospitals, Seniors, and governments, with a solid platform of benefits and online banking. On June 30, 2023 this agreement was canceled.

On April 5, 2022, the Company engaged mPulse Mobile, a leader in conversational AI and digital engagement solutions for the healthcare industry, to drive engagement with the Company’s digital app and wallet (currently under development).

On April 28, 2022, the Company entered into a share exchange agreement to acquire RX Vitality, Inc. (“RX Vitality”), a media and finance advisory company.

On May 13, 2022, the Company entered into a partnership with VSUSA Corp. (“VSUSA”), a non-for-profit organization that empowers Veterans and Seniors by offering services designed to build successful life transitions with access to workforce and independent housing; health services; and social service programs in communities across the United States. The Company’s Chairman is a principal and co-Founder of VSUSA. On June 30, 2023 this agreement was canceled.

As of December 31, 2023, the Company had current assets of $298,424. The Company has a limited amount of liquid cash and no other liquid assets on hand a of December 31, 2023, and this is not sufficient to fund operations for the next 12 months. Accordingly, we will be required to raise additional funds to meet our short and long-term planned goals. There can be no assurance that such funds, if available at all, can be obtained on terms reasonable to us. In this regard, we have obtained and will continue to attempt to obtain (short and long term) loans for inventory purchases, new product development, expansion, advertising and marketing. We cannot assure you that we will be successful in obtaining the aforementioned financings (either debt or equity) on terms acceptable to us, or otherwise.

Our unaudited consolidated financial statements contained in this Quarterly Report on Form 10-Q have been prepared on a going concern basis, which assumes that we will be able to realize our assets and discharge our obligations in the normal course of business.

For the quarter ended December 31, 2023, we recorded gross revenues of $432,692 versus $420,352 for the quarter ended December 31, 2022, as a result of the Company’s ability to keep centers open for longer periods of time, and more participants coming to the center more often.

For the quarter ended December 31, 2023, operating expenses decreased to $589,446 from $1,352,754, a $763,308 decrease, or (56.43%), over the quarter ended December 31, 2022. The decrease is due to a decrease in expenses related to the Company’s licensing and general and administrative expenses.

For the quarter ended December 31, 2023, interest expense decreased to $39,114 from $72,775 a decrease of 46.25% over the quarter ended December 31, 2022. This decrease is primarily due to a decrease in interest expense.

For the quarter ended December 31, 2023, we realized a net loss of $188,145 as compared to a net loss of $977,074 for the quarter ended December 31, 2022. The decrease in our net loss of $788,920 was primarily due to a decrease in licensing and general and administrative expenses.

For the six months ended December 31, 2023, we recorded gross revenues of $913,400 versus $804,502 for the six months ended December 31, 2022, as a result of the Company’s ability to keep centers open for longer periods of time, and more participants coming to the center more often.

For the six months ended December 31, 2023, operating expenses decreased to. $1,216,961 from $2,699,912, a $1,482,951 decrease, or 54.93%, over the six months ended December 31, 2022. The decrease is due to a decrease in expenses related to the Company’s licensing and general and administrative expenses.

For the six months ended December 31, 2023, interest expense decreased to $77,917 from $111,472, a decrease of 30.10% over the six months ended December 31, 2022. This decrease is primarily due to a decrease in interest expense.

For the six months ended December 31, 2023, we realized a net loss of $353,208 as compared to a net loss of $1,977,564 for the six months ended December 31, 2022. The increase in our net loss of $1,624,356 was primarily due to a decrease in licensing and general and administrative expenses.

Based upon our current financial condition, we do not have sufficient cash to operate our business at the current level for the next twelve months. We intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund expenditures or other cash requirements. We plan to seek additional financing in a private equity offering to secure funding for operations. There can be no assurance that we will be successful in raising additional funding. If we are not able to secure additional funding, the implementation of our business plan will be impaired. There can be no assurance that such additional financing will be available to us on acceptable terms or at all.

We currently have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make a number of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Such estimates and assumptions affect the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experiences and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions and conditions. We continue to monitor significant estimates made during the preparation of our financial statements. On an ongoing basis, we evaluate estimates and assumptions based upon historical experience and various other factors and circumstances. We believe our estimates and assumptions are reasonable in the circumstances; however, actual results may differ from these estimates under different future conditions.

We do not believe that inflation had a significant impact on our results of operations for the periods presented.

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

In connection with the preparation of this Quarterly Report on Form 10-Q, an evaluation was carried out by the Company’s management, with the participation of the principal executive officer and the principal financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)) As of December 31, 2023. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.

Based on that evaluation, the Company’s principal executive officer and principal financial officer concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were not effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commission’s rules and forms, and that such information was not accumulated and communicated to management, including the principal executive officer and the principal financial officer, to allow timely decisions regarding required disclosures.

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process, under the supervision of the principal executive officer and the principal financial officer, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles (GAAP). Internal control over financial reporting includes those policies and procedures that:

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management conducted an assessment of the effectiveness of our internal control over financial reporting As of December 31, 2023, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, which assessment identified material weaknesses in internal control over financial reporting. A material weakness is a control deficiency, or a combination of deficiencies in internal control over financial reporting that creates a reasonable possibility that a material misstatement in annual or interim financial statements will not be prevented or detected on a timely basis. Since the assessment of the effectiveness of our internal control over financial reporting did identify a material weakness, management considers its internal control over financial reporting to be ineffective.

Management has concluded that our internal control over financial reporting had the following deficiency:

To the extent reasonably possible, given our limited resources, our goal is, upon sufficient operating cash flow and/or capital, to separate the responsibilities of principal executive officer and principal financial officer, intending to rely on two or more individuals. We will also seek to expand our current board of directors to include additional individuals willing to perform directorial functions. Since the recited remedial actions will require that we hire or engage additional personnel, this material weakness may not be overcome in the near term due to our limited financial resources. Until such remedial actions can be realized, we will continue to rely on the advice of outside professionals and consultants.

This Quarterly Report on Form 10-Q does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. We were not required to have, nor have we, engaged our independent registered public accounting firm to perform an audit of internal control over financial reporting pursuant to the rules of the Commission that permit us to provide only management’s report in this Quarterly Report on Form 10-Q.

During the quarter ended December 31, 2023, there has been no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. Other than disclosed herein, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations.

As of December 31, 2023, we were not a party to any material legal proceedings. We currently have thirteen (13) convertible promissory notes that are in default, and we may be subject to legal proceedings or lawsuits from any number of those convertible noteholders, including the below.

On April 7, 2013, three note holders (Brook Hazelton, Benjamin M. Manalaysay, Jr., and Diego McDonald, the “Plaintiffs”), whom together invested a total principal amount of $45,000 in the form of Convertible Promissory Notes (the ”Notes”) to the Company, together filed a “Notice of Commencement of Action Subject to Mandatory Electronic Filing” in the Supreme Count of the State of New York, County of New York. The Plaintiffs alleged that the Company breached their contracts with the Plaintiffs and included causes of action for unjust enrichment and related claims, seeking repayment of each of their respective convertible promissory notes plus interest. On or about February 24, 2014, the three Plaintiffs received judgment against the Company from the court in the amounts of $33,686.82, $8,546.87 and $33,696.69, respectively.

Our wholly owned subsidiary, SarahCare, is not involved in any legal proceedings at this time.

As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

As a smaller reporting company, we are not required to provide the information required by this item.

During the quarter ended December 31, 2023, the Company did not have any unregistered sales of any equity securities.

During the quarter ended December 31, 2023, the Company was in default under the majority of its outstanding legacy convertible notes.

+ Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) and/or Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Commission upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished.

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

i Delaware		i 33-1130446
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

i 2310 York St., i Suite 200 i Blue Island, i IL		i 60406
(Address of principal executive offices)		(Zip Code)

	December 31, 2023			June 30, 2023
	Unaudited
Assets
Current assets
Cash and cash equivalents	$	i 92,509		$	i 157,589
Accounts receivable, net		i 195,871			i 224,641
Notes receivable, related party		i 9,294			i 9,294
Prepaid expenses		i 750			i 2,250
Total current assets		i 298,424			i 393,774

Deposits		i 7,961			i 6,716
Right-of-use asset		i 317,720			i 403,889
Finance lease asset, net		i 13,770			i 16,065
Property, plant and equipment, net of accumulated depreciation		i 381,262			i 307,997
Intangible assets, net of accumulated amortization		i 3,132,732			i 3,143,369
Goodwill		i 177,777			i 177,777
Total Assets	$	i 4,329,646		$	i 4,449,587

Liabilities & Stockholders' Deficit
Current liabilities
Accounts payable and accrued expenses	$	i 1,186,375		$	i 1,164,708
Accrued interest		i 638,284			i 605,335
Accrued interest, related parties		i 133,922			i 107,206
Notes payable, related parties, current		i 802,063			i 802,063
Notes payable, current		i 291,732			i 146,992
Convertible notes payable, current		i 266,900			i 266,900
SBA Loan, current		i 5,359			i 20,952
Line of credit		i 60,394			i 43,077
Derivative liability		i 221,175			i 201,607
Finance lease liability		i 36,263			i 53,707
Operating lease liability		i 157,829			i 163,169
Total current liabilities		i 3,800,296			i 3,575,716

Royalty liability		i 1,500,000			i 1,499,849
Finance lease liability, non-current		i 59,979			i 73,623
Operating lease liability, non-current		i 161,189			i 242,065
Notes payable, non-current		i 113,662			i 38,572
SBA Loan, non-current		i 333,265			i 328,148
Total Liabilities		i 5,968,391			i 5,757,973

Commitments and contingencies (Note 15)

Stockholders' Deficit
Series A Preferred stock, $ i 0.000001 par value; i 500,000,000 authorized: i 367,500 shares issued and outstanding		i 0			i 0
Common stock, $ i 0.000001 par value; i 130,000,000 shares authorized; i 21,157,327 shares issued and outstanding		i 21			i 21
Additional paid in capital		i 35,336,755			i 35,313,906
Accumulated deficit		( i 36,975,521	)		( i 36,622,313	)
Total Stockholders' Deficit		( i 1,638,745	)		( i 1,308,386	)
Total Liabilities and Stockholders' Deficit	$	i 4,329,646		$	i 4,449,587

	For the six months ended
	December 31,
	2023			2022
Cash Flows from Operating Activities
Net Loss	$	( i 353,208	)	$	( i 1,977,564	)

Adjustments to reconcile net loss to net
cash used by operating activities:
Depreciation and amortization		i 34,903			i 17,869
Amortization of royalty fee liability discount		i 151			i 27,693
Amortization of debt discount		i 22,849			i -
Change in fair value of derivatives		i 19,568			( i 28,139	)
Amortization of right-of-use		( i 47	)		( i 26,215	)
Changes in operating assets & liabilities
Accounts receivable		i 28,770			( i 12,744	)
Prepaid expenses		i 1,500			( i 23,218	)
Deposits		( i 1,245	)		i 1,734,268
Accounts payable and accrued liabilities		i 21,665			i -
Accrued interest, related party		i 26,716			i 24,798
Accrued interest		i 28,700			i 32,184
Net cash provided by operating activities		( i 169,678	)		( i 231,068	)

Cash Flows from Investing Activities
Collections from notes receivable		i -			i 11,996
Acquisition of fixed assets		( i 95,235	)		i -
Net cash used by investing activities		( i 95,235	)		i 11,996

Cash Flows from Financing Activities
Proceeds from notes payable		i 235,979			i -
Proceeds from notes payable, related party		i -			i 24,500
Payments on SBA loan		( i 10,476	)		( i 1,746	)
Payments on notes payable		( i 11,900	)		( i 16,531	)
Proceeds from line of credit		i 20,000			i -
Payments on line of credit		( i 2,682	)		i -
Payments on finance lease		( i 31,088	)		i -
Net cash provided by financing activities		i 199,833			i 6,223

Increase in Cash and cash equivalents		( i 65,080	)		( i 212,849	)

Cash and cash equivalents at beginning of period		i 157,589			i 301,337

Cash and equivalents at end of period	$	i 92,509		$	i 88,488

Supplemental Cash Flow Information
Cash paid for interest	$	i -		$	i 4,028
Cash paid for income taxes	$	i -		$	i -

Asset	Estimated Useful Life
Customer Relationships		i 3
Trademarks	i Indefinite
Non-Compete Agreement		i 3
CARF Accreditation		i 3
Franchise Agreements	i Indefinite

	December 31, 2023		June 30, 2023

Notes receivable from related party (see Note 17), due in six months, with no installments, no interest, and in default as of March 2022		i 9,294		i 9,294
Total notes receivable		i 9,294		i 9,294
Less long-term		i -		i -
Total short term notes receivable	$	i 9,294	$	i 9,294

Innovative Medtech, Inc. – ‘10-Q’ for 12/31/23

On: Friday, 2/16/24, at 1:39pm ET · For: 12/31/23 · Accession #: 1477932-24-788 · File #: 0-51390

Previous ‘10-Q’: ‘10-Q’ on 11/20/23 for 9/30/23 · Latest ‘10-Q’: This Filing · 6 References:

Quarterly Report — Form 10-Q

Filing Table of Contents

‘10-Q’ — Quarterly Report

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

6 Previous Filings that this Filing References

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

	December 31,			June 30,
	2023			2023

Leasehold improvements	$	i 294,864		$	i 294,864
Vehicles		i 162,351			i 67,116
Computer equipment		i 14,354			i 14,354
Furniture and fixtures		i 5,455			i 5,455
		i 477,024			i 381,789
Less: Accumulated depreciation		( i 95,702	)		( i 73,792	)
Property, plant and equipment – net	$	i 381,262		$	i 307,997

	Amount Owed

Year Ended June 30, 2024		i 291,732
Year Ended June 30, 2025		i 49,418
Year Ended June 30, 2026		i 23,688
Year Ended June 30, 2027		i 20,156
Year Ended June 30, 2028		i 20,420
Total future payments		i 405,394

	Amount Owed

Year Ended June 30, 2024		i 6,578
Year Ended June 30, 2025		i 6,829
Year Ended June 30, 2026		i 7,089
Year Ended June 30, 2027		i 7,360
Year Ended June 30, 2028		i 7,641

Payments 2028 & Beyond		i 309,987
Total Payments		i 343,862.00

	December 31, 2023
	Indexed		Fair
The financings giving rise to derivative financial instruments	Shares		Values
Compound embedded derivative		i 610,168	$	i 221,175

	June 30, 2023
	Indexed		Fair
The financings giving rise to derivative financial instruments	Shares		Values
Compound embedded derivative		i 780,619	$	i 201,607

	Three Months Ended
	December 31,		December 31,
	2023		2022
Compound embedded derivative	$	i 5,165	$	i 101,159
Day one derivative loss		i -		i -
Total derivative gain (loss)	$	i 5,165	$	i 101,159

	Six Months Ended
	December 31,			December 31,
	2023			2022
Compound embedded derivative	$	( i 19,568	)	$	i 28,139
Day one derivative loss		i -			i -
Total derivative gain (loss)	$	( i 19,568	)	$	i 28,139

	December 31, 2023		June 30, 2023
Beginning balance	$	i 201,607	$	i 226,585
Issuances:
Convertible Note Financing		i -		i -
Removals		i -		i -
Changes in fair value inputs and assumptions reflected		i 19,568		( i 24,978	)
Conversions		i -		i -
Ending balance	$	i 221,175	$	i 201,607

Statutory federal income tax rate	( i 21	)%
State taxes – net of federal benefits	( i 5	)%
Valuation allowance	i 26	%
Income tax rate – net	i 0	%

	As of			As of
	December 31,			June 30,
	2023			2023
Equipment lease	$	i 24,097		$	i 24,097
Less accumulated amortization		( i 10,327	)		( i 8,032	)
Finance right of use asset	$	i 13,770		$	i 16,065

	Equipment
	Lease
Year Ended June 30, 2024		i 25,787
Year Ended June 30, 2025		i 32,388
Year Ended June 30, 2026		i 32,388
Year Ended June 30, 2027		i 16,194
Total future minimum lease payments		i 106,757
Less imputed interest		( i 10,515	)
PV of payments	$	i 96,242

	●	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s assets;
	●	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the board of directors; and
	●	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Exhibit		Description
3.1		Certificate of Incorporation (New Jersey) (Incorporated by reference to the Company’s Form 10SB filed with the SEC on June 29, 2005)
3.2		Bylaws (Incorporated by reference to the Company’s Form 10SB filed with the SEC on June 29, 2005)
3.3		Certificate of Amendment of Certificate of Incorporation (Incorporated by reference to the Company’s Current Report on Form 8 K filed with the SEC on January 27, 2006)
3.4		Certificate of Incorporation (Delaware)
3.5		Certificate of Merger (redomiciling from New Jersey to Delaware)
3.6		Certificate of Amendment to Certificate of Incorporation
3.7		Certificate of Designation of Series A Convertible Preferred Stock
10.1+		Standard Office Lease by and between DeVille Developments, LLC, and Sarah Adult Day Services, Inc., dated June 2, 2017
10.2+		Lease by and between Stow Professional Center, LLC, and Sarah Day Care Centers, Inc., dated September 4, 2014
10.3+		Lease Agreement by and between S. Frank Prof. Bldg., LLC, and Sarah Day Care Centers, Inc., dated March 20, 2018
10.4+		Stock Purchase Agreement by and among Innovative MedTech, Inc., Sarah Adult Day Services, Inc., Sarah Day Care Centers, Inc., The Sellers Named Herein, Dr. Merle Griff, as the Seller Representative, and Veteran Services LLC, dated as of March 25, 2021
10.5		Share Exchange Agreement, by and between Innovative MedTech, Inc., VC Bin, LLC, Webb Media, LLC, Melides Capital, LLC, Ronald Schreiber, and Dovner Holdings, LLC, dated April 26, 2022
10.6		Executive Employment Agreement between Innovative MedTech, Inc. and Dr. Merle Griff, dated May 2, 2022
10.7		Consulting Agreement between Innovative MedTech, Inc. and Red Halo, LLC, dated May 2, 2022
14.1		Code of Ethics (Incorporated by reference to the Company’s Form SB-2 filed with the SEC on May 12, 2006)
31.1 *		Certification by the Principal Executive Officer
31.2 *		Certification by the Principal Accounting Officer
32.1 *		Certification by the Principal Executive Officer
32.2 *		Certification by the Principal Accounting Officer
101.INS*		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

	Innovative MedTech, Inc. (Registrant)

	/s/ *Merle Griff*
	Merle Griff Chief Executive Officer

	Date: February 16, 2024

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Filed on:	2/16/24
	1/1/24
For Period end:	12/31/23	NT 10-Q
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