The Healing Company Inc. (HLCO) 10-Q 22 Feb 22 2022 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Dec. 31, 2021	Feb. 18, 2022
Cover [Abstract]
Entity Registrant Name	THE HEALING COMPANY INC.
Entity Central Index Key	0001441082
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--06-30
Entity Small Business	true
Entity Shell Company	true
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Dec. 31, 2021
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2022
Entity Common Stock Shares Outstanding		44,000,000
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	333-152805
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	26-2862618
Entity Address Address Line 1	11th Floor
Entity Address Address Line 2	Ten Grand Street
Entity Address City Or Town	Brooklyn
Entity Address State Or Province	NY
Entity Address Postal Zip Code	11249
City Area Code	866
Local Phone Number	241-0670
Entity Interactive Data Current	Yes

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Dec. 31, 2021	Jun. 30, 2021
Current Assets
Cash and cash equivalents	$ 1,115,065	$ 0
Total Current Assets	1,115,065	0
Total Assets	1,115,065	0
Current Liabilities
Accounts payable and accrued expenses	135,028	79,110
Accounts Payable and accrued expenses - related party	65,000	0
Advances Payable - related parties	627,420	203,615
Subscription payable	1,000,000	0
Total Current Liabilities	1,827,448	282,725
Total Liabilities	1,827,448	282,725
Stockholders' Deficit
Preferred Shares- 10,000,000 authorized, $0.001 par value Seed Preferred Shares, 5,000,000 designated, $0.001 par value, of which 325,000 and 0 are issued and outstanding as of December 31, 2021, and June 30, 2021 respectively	325	0
Common Shares - 300,000,000 authorized, $0.001 par value, 44,000,000 shares issued and outstanding	44,000	44,000
Additional Paid in Capital	649,675	0
Accumulated Deficit	(1,406,383)	(326,725)
Total Stockholders' Deficit	(712,383)	(282,725)
Total Liabilities and Stockholders Deficit	$ 1,115,065	$ 0

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2021	Jun. 30, 2021
Condensed Balance Sheets
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred Stock designated Shares	5,000,000	5,000,000
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares issued	325,000	0
Preferred stock, shares outstanding	325,000	0
Common stock, shares authorized	300,000,000	300,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares issued	44,000,000	44,000,000
Common stock, shares outstanding	44,000,000	44,000,000

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Condensed Statements of Operations (Unaudited)
Sales	$ 0	$ 0	$ 0	$ 0
Operating expenses
General and Administrative	27,740	683	33,876	3,195
Professional and Consulting fees	301,763	2,350	891,402	4,828
Management fees	154,380	0	154,380	0
Total operating expenses	483,883	3,033	1,079,658	8,023
(Loss) from Operations before income taxes	(483,883)	(3,033)	(1,079,658)	(8,023)
Provisions for income taxes	0	0	0	0
Net (loss)	$ (483,883)	$ (3,033)	$ (1,079,658)	$ (8,023)
Basic and Diluted Loss Per Common Share	$ (0.01)	$ 0	$ (0.03)	$ 0
Weighted average number of common shares used in per share calculations	44,000,000	44,000,000	44,000,000	44,000,000

Condensed Statements of Stockho

Condensed Statements of Stockholders Deficit (Unaudited) - USD ($)	Total	Common Shares	Additional Paid In Capital [Member]	Deficit [Member]	Preferred Stock [Member]
Balance, shares at Jun. 30, 2020		44,000,000
Balance, amount at Jun. 30, 2020	$ (169,378)	$ 44,000		$ (213,378)
Loss for the period	(4,990)			(4,990)
Balance, shares at Sep. 30, 2020		44,000,000
Balance, amount at Sep. 30, 2020	(174,368)	$ 44,000		(218,368)
Balance, shares at Jun. 30, 2020		44,000,000
Balance, amount at Jun. 30, 2020	(169,378)	$ 44,000		(213,378)
Loss for the period	(8,023)
Balance, shares at Dec. 31, 2020		44,000,000
Balance, amount at Dec. 31, 2020	(177,401)	$ 44,000		(219,401)
Balance, shares at Sep. 30, 2020		44,000,000
Balance, amount at Sep. 30, 2020	(174,368)	$ 44,000		(218,368)
Loss for the period	(3,033)			(3,033)
Balance, shares at Dec. 31, 2020		44,000,000
Balance, amount at Dec. 31, 2020	(177,401)	$ 44,000		(219,401)
Balance, shares at Jun. 30, 2021		44,000,000
Balance, amount at Jun. 30, 2021	(282,725)	$ 44,000	$ 0	(326,725)	$ 0
Loss for the period	(595,775)	$ 0	0	(595,775)	0
Balance, shares at Sep. 30, 2021		44,000,000
Balance, amount at Sep. 30, 2021	(878,500)	$ 44,000	0	(922,500)	0
Balance, shares at Jun. 30, 2021		44,000,000
Balance, amount at Jun. 30, 2021	(282,725)	$ 44,000	0	(326,725)	$ 0
Loss for the period	(1,079,658)
Balance, shares at Dec. 31, 2021		44,000,000			325,000
Balance, amount at Dec. 31, 2021	(712,383)	$ 44,000	649,675	(1,406,383)	$ 325
Balance, shares at Sep. 30, 2021		44,000,000
Balance, amount at Sep. 30, 2021	(878,500)	$ 44,000	0	(922,500)	0
Loss for the period	(483,883)	$ 0	0	(483,883)	$ 0
Issuance of Seed Preferred Stock for cash, shares					325,000
Issuance of Seed Preferred Stock for cash, amount	650,000		649,675	0	$ 325
Balance, shares at Dec. 31, 2021		44,000,000			325,000
Balance, amount at Dec. 31, 2021	$ (712,383)	$ 44,000	$ 649,675	$ (1,406,383)	$ 325

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$ (1,079,658)	$ (8,023)
Adjustments to reconcile net (loss) to net cash used in operating activities:
Accounts payable and accrued expenses	55,918	(6,355)
Accounts payable and accrued expenses - related party	65,000	0
Subscription payable	1,000,000	0
Net Cash provided by (used in) operating activities	41,260	(14,378)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of shares	650,000	14,980
Advances payable - related parties	423,805	0
Cash provided by financing activities	1,073,805	14,980
INCREASE IN CASH	1,115,065	602
CASH AT BEGINNING OF YEAR	0	1,347
CASH AT END OF PERIOD	1,115,065	1,949
Interest Paid	0	0
Taxes Paid	$ 0	$ 0

DESCRIPTION OF BUSINESS HISTORY

DESCRIPTION OF BUSINESS HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Dec. 31, 2021
DESCRIPTION OF BUSINESS HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NOTE 1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES DESCRIPTION OF BUSINESS AND HISTORY – Historical Information The Healing Company Inc. (formerly “Lake Forest Minerals) a Nevada corporation, (hereinafter referred to as the “Company”) was incorporated in the State of Nevada on June 23, 2008. The Company was originally formed to engage in the acquisition, exploration and development of natural resource properties of merit. Commencing in February 22, 2010, our purpose has been to serve as a vehicle to acquire an operating business. As of the date of this report, we are currently considered a “shell” company in as much as we are not generating revenues and do not own an operating business. Current Information During January 2021, our then sole officer and director, Mr. Jeffrey Taylor sold his 32,000,000 shares of common stock of the Company, representing 73% of the issued and outstanding shares, to certain third parties in a series of private transactions for cash consideration of $300,000. Concurrently Mr. Taylor resigned all positions and Mr. Larson Elmore was appointed to fill ensuing vacancies. In cooperation with the new majority shareholders, the Company determined to redefine its acquisition objectives to establish a platform of companies that source, harvest and utilize the most natural compounds for holistic nutrition from around the world. In doing so, the Company intends to offer the best natural remedies to connect humans with nature, and prevent and heal lifestyle diseases on a broad scale. In that regard, management has identified various targets which are currently undergoing due diligence review. On April 29, 2021, the sole director and our majority shareholder approved a name change of our Company from Lake Forest Minerals Inc. to The Healing Company Inc. Concurrently the board and majority shareholder approved a resolution to effect a forward stock split of our authorized and issued and outstanding shares of common stock on a four (4) new shares for one (1) share held. Upon effectiveness of the forward split, our authorized capital will be 300,000,000 shares of common stock and our issued and outstanding shares of common stock will increase from 11,000,000 to 44,000,000 shares of common stock, all with a par value of $0.001. The Certificate of Amendment to effect the forward split and the change of name was filed with the Nevada Secretary of State on April 29, 2021. The name change and forward stock split were subsequently reviewed and approved by the Financial Industry Regulatory Authority (FINRA) with an effective date of June 2, 2021. The impact of the forward split has been retroactively applied to all share and per share information contained herein. On October 7, 2021, the sole director and majority shareholder approved the adoption of our Amended and Restated Articles of Incorporation, which replace our prior articles of incorporation in their entirety. Among other things, the Amended and Restated Articles of Incorporation authorize us to issue is 300,000,000 shares of stock, consisting of (a) 290,000,000 shares of common stock, $0.001 par value per share and (b) 10,000,000 shares of preferred stock, $0.001 par value per share, and establish 5,000,000 Seed Preferred Shares as a first series of such preferred stock. A Certificate of Amendment was filed with the Nevada Secretary of State on October 7, 2021. During the period ended December 31, 2021, we entered into definitive agreements with non-U.S. persons to issue a total of 5,000,000 shares of the Seed Preferred stock in private transactions (the “Transactions”). Under the terms of the Transactions, we agreed to sell an aggregate of 5,000,000 Seed Preferred Shares at $2.00 per share for aggregate proceeds of $10,000,000. Prior to December 31, 2021, the Company received proceeds of $1,650,000 against the subscriptions and issued a total of 325,000 shares of Seed Preferred Stock. As at December 31, 2021 the Company had not issued 500,000 shares relating to the $1,000,000 subscription proceeds received, which amount is reflected on the Company’s balance sheets as Subscription Payable. All adjustments necessary for fair statement of the results for the periods have been made and all adjustments are of a normal recurring nature.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Dec. 31, 2021
DESCRIPTION OF BUSINESS HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION - These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States (“US GAAP”). The Company's fiscal year end is June 30. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in the condensed financial statements for the three and six months ended December 31, 2021, should be read in conjunction with the audited financial statements and accompanying notes included in the Company’s Form 10-K for the Company’s fiscal year ended June 30, 2021, as filed with the Securities and Exchange Commission (“SEC”). USE OF ESTIMATES - The preparation of the financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make 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 and the reported amount of revenue and expenses during the reporting period. Actual results could differ from those estimates. INCOME TAXES - The Company provides for income taxes under ASC 740, Accounting for Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2021, and 2020 the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s statement of operations. REVENUE RECOGNITION - The Company has no current source of revenue; therefore, the Company has not yet adopted any policy regarding the recognition of revenue or cost. NET LOSS PER COMMON SHARE - The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share STOCK-BASED COMPENSATION - The Company has not adopted a stock option plan and has not granted any stock options. Accordingly, no stock-based compensation has been recorded to date. CASH AND CASH EQUIVALENTS - For purposes of Statements of Cash Flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. FINANCIAL INSTRUMENT - The carrying amounts of the company's financial instruments including accounts payable and due from related parties approximate fair value due to the relative short period for maturity these instruments. Authoritative guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability, developed based on market data obtained from sources independent of the company. Unobservable inputs are inputs that reflect the company's assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on reliability of the inputs as follows: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company’s financial instruments consist principally of Accounts payable and accrued liabilities, and amounts due to related parties. Pursuant to ASC 820 and 825, the fair value of our cash and cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. RECENT ACCOUNTING PRONOUNCEMENTS - The Company has implemented all new accounting pronouncements that are in effects and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

GOING CONCERN

GOING CONCERN	6 Months Ended
	Dec. 31, 2021
GOING CONCERN
NOTE 3. GOING CONCERN	NOTE 3- GOING CONCERN The Company has cash on hand of $1,115,065 and current liabilities of $1,827,448, including the liability of $1,000,000 in relation to certain subscribed for but unissued shares. Further, the Company has entered into subscription agreements for an additional $8,350,000 which funds it intends to collect during the quarter ended March 31, 2022. The Company has commenced limited operations and is conducting due diligence procedures on various potential acquisition targets. Management believes the Company will have sufficient funds to continue operations within one year of the issuance date of this filing, however, there can be no assurance that the Company will receive the additional $8,350,000 in subscription funds or that the Company will be able to raise additional capital beyond the current cash on hand. Management’s plans include seeking additional sources of capital through the issuance of debt or equity financing, but there can be no assurance the Company will be successful in accomplishing its objectives. The continuation of the Company as a going concern is also dependent upon the ability to attain profitable operations from the Company's future planned business operations. If the Company is unable to obtain adequate capital as needed, or conduct revenue generating operations, the Company may be required to reduce the scope, delay, or eliminate some or all of its planned operations. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. The financial statements reflect all adjustments consisting of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the periods shown. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. COVID-19 Pandemic While it appears the COVID-19 pandemic is subsiding, the impact of COVID-19 could continue to have an adverse impact on the Company going forward. COVID-19 has caused significant disruptions to the global financial markets, which may severely impact the Company’s ability to raise additional capital and to pursue certain acquisitions. The full impact of the COVID-19 outbreak continues to evolve as of the date of this report and is highly uncertain and subject to change. The Company is not able to estimate the potential effects of the COVID-19 outbreak on its operations or financial condition for the next 12 months. There are no assurances that the Company will be able to meet its obligations, raise funds or conclude the acquisition of identified businesses.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Dec. 31, 2021
RELATED PARTY TRANSACTIONS
NOTE 4. RELATED PARTY TRANSACTIONS	NOTE 4. RELATED PARTY TRANSACTIONS Astutia Venture Capital AG As of January, 2021, the Company had received a total of $173,616 in advances from its previous CEO, Jeffrey Taylor. On January 25, 2021, all advances made by the previous CEO were assigned to AVCG for $10. as part of a transaction where under AVCG also acquired a portion of 32,000,000 shares sold in a series of private transactions by Mr. Taylor for cash proceeds of $ 300,000. Further, during the fiscal year ended June 30, 2021, the Company received a further $29,999 in unsecured advances from AVCG for operational expenses. During the six months ended December 31, 2021, a minority shareholder of the Company reimbursed AVCG for advances paid in the amount of $29,999, leaving $173,616 due and payable to AVCG at December 31, 2021, which is reflected on the balance sheets of the Company as Advances Payable – related parties. The amount owing is unsecured, non-interest bearing, and due on demand. Lee Larson Elmore Effective January 31, 2021, Mr. Jeffrey Taylor resigned as the President, Chief Executive Officer, Chief Financial Officer, Treasurer and director of the Company and Mr. Lee Larson Elmore was appointed President and sole director On May 1, 2021, Mr. Elmore entered into an agreement with the Company for a six month term ending October 31, 2021, for a monthly fee of $1,000 plus stock compensation of 15,000 shares at $4.00 per share, or the equivalent cash consideration of $60,000, at Mr. Elmore’s election. As at June 30, 2021, Mr. Elmore had received $2,000 and had accrued expenses of $60,000. On July 1, 2021, Mr. Elmore invoiced the Company an additional $4,000 for services provided prior to the formal agreement. On November 1, 2021, Mr. Elmore entered into a revised compensation agreement with the Company through his controlled company, Administrative Services LLC, whereby services of Mr. Elmore would be invoiced at a rate of $5,000 per month commencing November 1, 2021. During the six months ended December 31, 2021, Administrative Services LLC was paid a total of $12,000 in fees, leaving a balance owing at December 31, 2021 of $65,000 (December 31, 2020 – nil). WAOW Advisory Group Gmbh During the fiscal year ended June 30, 2021, WAOW Entrepreneurship Gmbh ("WAOWE") acquired certain shares of the Company in a series of private transactions with AVCG and Mr. Jeffrey Taylor, our former officer and director. During six months ended December 31, 2021, an affiliated company, WAOW Advisory Group Gmbh (“WAOW”) assumed amounts owing to AVCG in the amount of $29,999 and advanced a further $423,804 to the Company. As of December 31, 2021, WAOW was owed a total of $453,803 which amount is reflected on the financial statements as Advances Payable – related parties.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Dec. 31, 2021
NOTE 5. COMMITMENTS AND CONTINGENCIES	NOTE 5 . COMMITMENTS AND CONTINGENCIES From time to time, the Company 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 business. Management is currently not aware of any such legal proceedings or claims that could have, individually or in the aggregate, a material adverse effect on our business, financial condition, or operating results.

STOCKHOLDERS DEFICIT

STOCKHOLDERS DEFICIT	6 Months Ended
	Dec. 31, 2021
STOCKHOLDERS DEFICIT
NOTE 6. STOCKHOLDER'S DEFICIT	NOTE 6. STOCKHOLDER DEFICIT One April 29, 2021, the Company’s board of directors approved a forward stock split of authorized and issued and, outstanding shares of common stock on four (4) new shares for one (1) share held. Upon effectiveness of the forward split, the authorized shares increased to 300,000,000 shares of common stock and the issued and outstanding shares of common stock increased to 44,000,000 shares of common stock, all with a par value of $0.001. The forward stock split was approved by the Financial Industry Regulatory Authority (FINRA) with an effective date of June 2, 2021 as such all capital transaction have been retroactively restated to show the effect of the stock split. On October 7, 2021, the Company amended its authorized capital to 290,000,000 common shares and 10,000,000 preferred shares of which 5,000,000 are designated as Seed Preferred Shares with a par value of $0.001 per share. Common Stock The Company did not issue any shares of common stock during the six months ended December 31, 2021. As at December 31, 2021 and June 30, 2021, the Company has a total of 44,000,000 shares of common stock issued and outstanding. Seed Preferred Stock The Company issued a total of 325,000 shares of its Seed Preferred Stock during the six months ended December 31, 2021 for total proceeds of $650,000. As at December 31, 2021, the Company had a total of 325,000 shares of Seed Preferred Stock issued and outstanding (June 30, 2021-Nil).

OTHER COMMITMENTS

OTHER COMMITMENTS	6 Months Ended
	Dec. 31, 2021
OTHER COMMITMENTS
NOTE 7. OTHER COMMITMENTS	NOTE 7. OTHER COMMITMENTS (a) On November 27, 2021, the Company entered into a two-year employment agreement with Simon Belsham whereby Mr. Belsham was engaged by the Company to provide certain management services and to accept the appointment of Chief Executive Officer, President and Director immediately upon the Board making such appointment. The agreement provides for annual compensation of $400,000 in year one and $500,000 per annum in year two, a $75,000 signing bonus (which amount was paid during the six months ended December 31, 2021) and for the first calendar year completed during Mr. Belsham’s employment an annual bonus, with a maximum pay-out opportunity of one hundred thousand dollars ($100,000). During the second calendar year completed the annual bonus has a maximum pay-out opportunity of two hundred thousand dollars ($200,000). Further, under the terms of the employment agreement, within forty-five days of execution, Mr. Belsham is to be issued a total 1,250,000 shares of restricted common stock, subject to a restricted stock award agreement. As at the date of this report the shares underlying the stock award have yet to be issued. (b) Effective December 28, 2021, the Company entered into a two year Board Advisory Agreement with Deepak Chopra LLC for services to the Advisory Board of the Company. As consideration, Deepak Chopra LLC will receive $12,500 for each fiscal quarter and shall be granted a total of 200,000 non-statutory stock options with an exercise price set to the most recent Fair Market Value (FMV) at the time of the effective date of this agreement. Such options shall have a term of 10 years, with 25% of such Options to be fully vested as of (6) months from the Effective Date of this Agreement and the remainder vesting in three (3) equal installments every six (6) months thereafter until all Options have vested on the second anniversary of the Effective Date. At December 31, 2021 the Company has not yet adopted a stock option plan under which to grant the aforementioned stock options. Further under the agreement, the Company is to make an annual donation to The Chopra Foundation for Fifty Thousand Dollars ($50,000.00), with the first annual donation to be paid within thirty (30) days of the date of execution of the agreement. (c) On July 16, 2021, the Company entered into an agreement with Poonacha Machaiah, in relation to his proposed appointment to the Board of Directors of the Company. Under the terms of the agreement, retroactive to January 1, 2021, Mr. Machaiah is to receive an annual fee of $37,500 paid in equal monthly installments over 12 months and shall be granted the right to purchase $37,500 worth of the Company’s common stock based on an exercise price per share equal to the fair market value of the Common Stock of the Company at the time of such grant, pursuant to terms to be set forth in the Company’s Equity Incentive Plan. The Company is currently in the process of completing the establishment of an equity incentive plan. (d) On November 15, 2021, with an effective date of November 27, 2021, the Company entered into an employment agreement with Kelly Zuar. Under the terms of the agreement, Ms. Zuar with fill the position of executive business partner, reporting to the Company’s CEO. The agreement provides for an annual salary of $105,000 and a stock option for the purchase 100,000 shares of common stock in accordance with the terms of the Company’s stock incentive plan, once in place. At December 31, 2021 the Company has not yet adopted a stock option plan under which to grant the aforementioned stock options.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Dec. 31, 2021
SUBSEQUENT EVENTS
NOTE 8. SUBSEQUENT EVENTS	NOTE 8 - SUBSEQUENT EVENTS On January 1, 2022, the Company entered into an independent contractor agreement with KET Consulting LLC (“KET”) to provide various marketing services, brand and go-to-market strategy and other operational services at the direction of the Board and the CEO. The contract has an initial term of 18 months and is renewable by mutual consent for a further term. Compensation is $240,000 per annum commencing January 1, 2022, payable monthly in arrears. Further, under the agreement KET will be granted an option to purchase a total of 700,000 shares of the common stock of the Company to be granted under the Company’s Equity Incentive Plan, exercisable at $0.28 per share and vesting over a period of 48 months, with 25% to vest on January 1, 2023 and the remaining options shall vest monthly. On January 2, 2022, the Company entered into a 24 month services agreement with Flight Story Limited (“FSL”), whereby FSL will provide various services. Under the terms of the agreement, FST will be paid fees based on projects totaling $180,000 per annum and will receive 675,000 stock options, exercisable at $0.28 per share upon execution of the contract with a further 1,500,000 stock options at $2.00 per share which shall vest, 25% upon completion of an up-round capital raise in 2022, 25% on share prices sustaining an average market capitalization above $200 million for 30 days, 25% on the Company being listed on NASDAQ and the final 25% upon share prices sustaining an average market capitalization above $400 million for 30 days The options will expire 5 years from an IPO being completed by the Company. Effective January 10, 2022, Mr. Larson Elmore resigned as the President, Chief Executive Officer and director of the company. Mr. Elmore remains as the Company’s Chief Financial Officer, Treasurer and Secretary. Concurrently, Mr. Simon Belsham was appointed to fill the ensuing vacancies and each of Steven Bartlett, Poonacha Machaiah and Anabel Oelmann were appointed to the Company’s board of directors. On January 17, 2022, the Company entered into a letter agreement with R Agency to provide public relations services. Consideration for the services to be provided are $15,750 per month commencing at the date of execution of the letter agreement. The agreement will expire on July 16, 2022, unless terminated earlier upon 60 days written notice. On February 2, 2022, the Company entered into a non-binding letter of intent to provide a Credit Facility Term Sheet with i80 Group (“Group”) whereby Group will provide credit facilities initially in an amount up to $75,000,000 with an option at Group’s discretion to provide a further $75,000,000 to a newly formed wholly-owned subsidiary to be incorporated by the Company. A definitive agreement has not yet been concluded. On February 7, 2022, the Company entered into a letter agreement with R Agency to provide public relations services. Consideration for the services to be provided are $15,750 per month commencing at the date of execution of the letter agreement. The agreement will expire on July 16, 2022, unless terminated earlier upon 60 days written notice. On February 16, 2022, the Company entered into a Board of Directors Services Agreement with Steven Bartlett with a January 1, 2022 start date, whereby Mr. Bartlett will receive an annual fee of $37,500 payable in 12 monthly installments in arrears and will be granted an option to purchase 125,000 shares of the Company’s common stock at the fair market value at the time of such grant. The Company’s management has reviewed all material subsequent events through the date these financial statements were issued in accordance with ASC 855-10.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
BASIS OF PRESENTATION	BASIS OF PRESENTATION - These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States (“US GAAP”). The Company's fiscal year end is June 30. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in the condensed financial statements for the three and six months ended December 31, 2021, should be read in conjunction with the audited financial statements and accompanying notes included in the Company’s Form 10-K for the Company’s fiscal year ended June 30, 2021, as filed with the Securities and Exchange Commission (“SEC”).
USE OF ESTIMATES	USE OF ESTIMATES - The preparation of the financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make 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 and the reported amount of revenue and expenses during the reporting period. Actual results could differ from those estimates.
INCOME TAXES	INCOME TAXES - The Company provides for income taxes under ASC 740, Accounting for Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2021, and 2020 the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s statement of operations.
REVENUE RECOGNITION	REVENUE RECOGNITION - The Company has no current source of revenue; therefore, the Company has not yet adopted any policy regarding the recognition of revenue or cost.
NET LOSS PER COMMON SHARE	NET LOSS PER COMMON SHARE - The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share
STOCK-BASED COMPENSATION	STOCK-BASED COMPENSATION - The Company has not adopted a stock option plan and has not granted any stock options. Accordingly, no stock-based compensation has been recorded to date.
CASH AND CASH EQUIVALENTS	CASH AND CASH EQUIVALENTS - For purposes of Statements of Cash Flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.
FINANCIAL INSTRUMENT	FINANCIAL INSTRUMENT - The carrying amounts of the company's financial instruments including accounts payable and due from related parties approximate fair value due to the relative short period for maturity these instruments. Authoritative guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability, developed based on market data obtained from sources independent of the company. Unobservable inputs are inputs that reflect the company's assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on reliability of the inputs as follows: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company’s financial instruments consist principally of Accounts payable and accrued liabilities, and amounts due to related parties. Pursuant to ASC 820 and 825, the fair value of our cash and cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
RECENT ACCOUNTING PRONOUNCEMENTS	RECENT ACCOUNTING PRONOUNCEMENTS - The Company has implemented all new accounting pronouncements that are in effects and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

DESCRIPTION OF BUSINESS HISTO_2

DESCRIPTION OF BUSINESS HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	1 Months Ended
	Jan. 31, 2021	Dec. 31, 2021	Jun. 30, 2021	Dec. 31, 2020
Common stock, shares authorized		300,000,000	300,000,000
Preferred Stock designated Shares		5,000,000	5,000,000
Preferred stock, shares authorized		10,000,000	10,000,000
Preferred stock, par value		$ 0.001	$ 0.001
Common stock, par value		$ 0.001	$ 0.001
Common stock, shares issued		44,000,000	44,000,000
Common stock, shares outstanding		44,000,000	44,000,000
Director And Major Shareholder [Member]
Common stock, shares authorized		300,000,000
Common stock, par value		$ 0.001
Common stock, shares issued		44,000,000		11,000,000
Common stock, shares outstanding		44,000,000		11,000,000
On October 7, 2021 [Member]
Common stock, shares authorized		290,000,000
Preferred Stock designated Shares		5,000,000
Preferred stock, shares authorized		10,000,000
Preferred stock, par value		$ 0.001
Common stock, par value		$ 0.001
Astutia Venture Capital AG [Member]
Cash Consideration	$ 300,000
Sale of stock	32,000,000
Common stock, shares issued	32,000,000
Common stock, shares outstanding	32,000,000

GOING CONCERN (Details Narrativ

GOING CONCERN (Details Narrative) - USD ($)	Dec. 31, 2021	Jun. 30, 2021	Dec. 31, 2020	Jun. 30, 2020
GOING CONCERN
Current Liabilities	$ 1,827,448	$ 282,725
Cash and cash equivalents	1,115,065	0	$ 1,949	$ 1,347
Subscription agreements amount	8,350,000
Subscription payable	$ 1,000,000	$ 0

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	May 01, 2021	Jan. 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2021	Jan. 25, 2021
Advance from related parties			$ 627,420		$ 203,615
Due to related party			$ 423,805	$ 0
Common stock, shares issued			44,000,000		44,000,000
Common stock, shares outstanding			44,000,000		44,000,000
On October 1,2021 [Member]
Description Private Transaction		AVCG transferred 17,323,808 of its shares of common stock in a private transaction leaving AVCG holding 14,676,192 common shares of the Company.
Astutia Venture Capital AG [Member]
Advance from related parties			$ 173,616			$ 10
Due to related party			29,999		$ 29,999
Common stock, shares issued		32,000,000
Cash Consideration		$ 300,000
Common stock, shares outstanding		32,000,000
Issued and outstanding shares ownership percentage		72.70%
Cash proceeds			300,000
W A O W Advisory Group Gmbh [Member]
Advance from related parties			423,804		$ 453,803
Seed Preferred Stock					2,175,000
Due to related party			29,999
Common stock, shares issued					2,000,000
Lee Larson Elmore [Member]
Advance from related parties					$ 2,000
Cash Consideration	$ 60,000
Monthly fee	$ 1,000
Stock compensation	15,000
Share price per shares	$ 4
Accrued expenses					60,000
Lee Larson Elmore [Member] | July 1, 2021 [Member]
Prior period adjustment	$ 4,000
Administrative Services L L C [Member]
Due to related party			65,000
Fee			$ 12,000
Jeffrey Taylor [Member]
Advance from related parties					$ 173,616

STOCKHOLDER DEFICIT (Details Na

STOCKHOLDER DEFICIT (Details Narrative) - USD ($)	6 Months Ended
	Dec. 31, 2021	Oct. 07, 2021	Jun. 30, 2021	Apr. 29, 2021
Common stock, shares issued	44,000,000		44,000,000
Common stock, shares outstanding	44,000,000		44,000,000
Preferred stock, shares issued	325,000		0
Preferred stock, shares outstanding	325,000		0
Common stock, par value	$ 0.001		$ 0.001
Common stock, shares authorized	300,000,000		300,000,000
Preferred stock, shares authorized	10,000,000		10,000,000
Preferred Stock designated Shares	5,000,000		5,000,000
Preferred stock, par value	$ 0.001		$ 0.001
Preferred Stock [Member]
Stock issued	325,000
Total proceeds	$ 650,000
Financial Industry Regulatory Authority [Member]
Common stock, shares issued				44,000,000
Common stock, shares outstanding				44,000,000
Common stock, par value				$ 0.001
Common stock, shares authorized		290,000,000		300,000,000
Preferred stock, shares authorized		10,000,000
Preferred Stock designated Shares		5,000,000
Preferred stock, par value		$ 0.001

OTHER COMMITMENTS (Details Narr

OTHER COMMITMENTS (Details Narrative) - USD ($)	1 Months Ended			6 Months Ended
	Dec. 28, 2021	Nov. 27, 2021	Jul. 16, 2021	Dec. 31, 2021
Simon Belsham [Member]
Annual compensation		$ 400,000
Compensation after year one		500,000
Bonus				$ 75,000
Common stock, subject to restricted stock		$ 1,250,000
Annual bonus, Description		Mr. Belsham’s employment an annual bonus, with a maximum pay-out opportunity of one hundred thousand dollars ($100,000). During the second calendar year completed the annual bonus has a maximum pay-out opportunity of two hundred thousand dollars ($200,000).
Deepak Chopra LLC [Member]
Donation paid				$ 50,000
Stock options granted	200,000
Cash Consideration	$ 12,500
Kelly Zuar [Member]
Right to purchase common stock		$ 100,000
Salary		$ 105,000
Mr Machaiah [Member]
Right to purchase common stock			$ 37,500
Fee			$ 37,500

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($)	Feb. 07, 2022	Feb. 02, 2022	Jan. 17, 2022	Jan. 02, 2022	Jan. 01, 2022	Feb. 16, 2022
Credit facility term, description		Group will provide credit facilities initially in an amount up to $75,000,000 with an option at Group’s discretion to provide a further $75,000,000 to a newly formed wholly-owned subsidiary to be incorporated by the Company.
K E T Consulting L L C [Member]
Option to purchase common stock					700,000
Compensation					$ 240,000
Vesting Period					48 months
Vesting Percentage					25.00%
Exercisable price per shares					$ 0.28
Flight Story Limited [Member]
Vesting Percentage				25.00%
Exercisable price per shares				$ 0.28
Stock options, shares				675,000
Stock options price per shares				$ 2
Market capitalization description				average market capitalization above $200 million for 30 days, 25% on the Company being listed on NASDAQ and the final 25% upon share prices sustaining an average market capitalization above $400 million for 30 days
Fee				$ 180,000
Contract for further stock options				1,500,000
R Agency [Member]
Consideration for services	$ 15,750		$ 15,750
Steven Bartlett [Member]
Right to purchase common stock						$ 125,000
Annual fee						$ 37,500