The Healing Company Inc. (HLCO) 10-Q 15 Nov 22 2023 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Sep. 30, 2022	Nov. 11, 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	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Sep. 30, 2022
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2023
Entity Common Stock Shares Outstanding		50,904,920
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 Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2022	Jun. 30, 2022
Current Assets
Cash and cash equivalents	$ 2,706,441	$ 6,491,937
Prepaid expenses	186,576	85,538
Other asset	2,000,000	0
Total Current Assets	4,893,017	6,577,475
Intangible assets	8,318	10,714
Total Assets	4,901,335	6,588,189
Current Liabilities
Accounts payable and accrued expenses	364,679	256,534
Accounts payable - related party	66,464	37,723
Loan payable - related party	154,401	165,304
Advances payable - related parties	2,936	3,143
Other current liability	7,198	7,740
Total Current Liabilities	595,678	470,444
Total Liabilities	595,678	470,444
Stockholders' Equity
Preferred Shares - 10,000,000 authorized, $0.001 par value Seed Preferred Shares, 7,800,000 designated, $0.001 par value, of which 4,660,000 are issued and outstanding as of September 30, 2022 and June 30, 2022, respectively	4,660	4,660
Common Shares - 290,000,000 authorized, $0.001 par value, 47,704,920 and 44,004,920 shares issued and outstanding as at September 30, 2022 and June 30, 2022, respectively	47,705	44,005
Additional Paid in Capital	31,062,322	14,653,403
Deferred compensation	(10,956,215)	0
Accumulated Deficit	(15,871,290)	(8,590,925)
Other Comprehensive Income	18,475	6,602
Total Stockholders' Equity	4,305,657	6,117,745
Total Liabilities and Stockholders' Equity	$ 4,901,335	$ 6,588,189

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2022	Jun. 30, 2022
Condensed Consolidated Balance Sheets
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred Stock designated Shares	7,800,000	7,800,000
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares issued	4,660,000	4,660,000
Preferred stock, shares outstanding	4,660,000	4,660,000
Common stock, shares authorized	290,000,000	290,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares issued	47,704,920	44,004,920
Common stock, shares outstanding	47,704,920	44,004,920

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)
Revenues	$ 0	$ 0
Operating expenses
General and Administrative (includes stock-based compensation of $1,828,424 for the three months ended September 30, 2022)	2,248,655	6,136
Professional and consulting fees	4,057,113	589,639
Management fees	369,935	0
Total operating expenses	6,675,703	595,775
Loss from Operations	(6,675,703)	(595,775)
Other Expense
Interest expense	(604,662)	0
Total Other Expense	(604,662)	0
Provision for income taxes	0	0
Net loss	(7,280,365)	(595,775)
Other comprehensive loss
Foreign currency translation adjustment	11,873	0
Comprehensive loss	$ (7,268,492)	$ (595,775)
Basic and Diluted Loss Per Common Share	$ (0.16)	$ (0.01)
Weighted average number of common shares used in per share calculations	44,125,572	44,000,000

Condensed Consolidated Statem_2

Condensed Consolidated Statement of Stockholders Equity (Deficit) (Unaudited) - USD ($)	Total	Common Stock [Member]	Additional Paid-In Capital [Member]	Seed Preferred Stock [Member]	Deferred Compensation [Member]	Accumulated Deficit [Member]	Other Comprehensive Income [Member]
Balance, shares at Jun. 30, 2021		44,000,000
Balance, amount at Jun. 30, 2021	$ (282,725)	$ 44,000	$ 0	$ 0		$ (326,725)	$ 0
Loss- for the period	(595,775)	$ 0	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	$ 0		(922,500)	0
Balance, shares at Jun. 30, 2022		44,004,920		4,660,000
Balance, amount at Jun. 30, 2022	6,117,745	$ 44,005	14,653,403	$ 4,660	$ 0	(8,590,925)	6,602
Loss- for the period	(7,280,365)	$ 0	0	0	0	(7,280,365)	0
Issuance of stock awards, shares		3,700,000
Issuance of stock awards, amount	0	$ 3,700	11,985,919	0	(11,989,619)	0	0
Stock based compensation - stock awards	1,033,404	0	0	0	1,033,404	0	0
Stock based compensation - stock options	795,020	0	795,020	0	0	0	0
Warrants issued as financing cost	3,627,980	0	3,627,980	0	0	0	0
Foreign Currency Translation	11,873	$ 0	0	$ 0	0	0	11,873
Balance, shares at Sep. 30, 2022		47,704,920		4,660,000
Balance, amount at Sep. 30, 2022	$ 4,305,657	$ 47,705	$ 31,062,322	$ 4,660	$ (10,956,215)	$ (15,871,290)	$ 18,475

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Jun. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (7,280,365)	$ (595,775)
Adjustments to reconcile net (loss) to net cash used in operating activities:
Stock based compensation	1,828,424	0
Warrants issued as financing costs	3,627,980	0
Changes in operating assets and liabilities
Prepaid expenses	(101,038)	0
Accounts payable and accrued expenses related party	29,255	60,000
Accounts payable and accrued expenses	108,145	143,630
Other current liability	(33)	0
Net Cash used in operating activities	(1,787,632)	(392,145)
CASH FLOWS FROM INVESTING ACTIVITIES
Other assets	(2,000,000)	0
Refund on trademark registration	2,396	0
Cash used in investing activities	(1,997,604)	0
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances payable - related parties	0	392,145
Cash provided by financing activities	0	392,145
Foreign Exchange Effect on Cash	(259)	0
INCREASE (DECREASE) IN CASH	(3,785,495)	0
CASH AT BEGINNING OF YEAR	6,491,937	0	$ 0
CASH AT END OF PERIOD	2,706,441	0	$ 6,491,937
Interest Paid	0	0
Taxes Paid	0	0
Noncash investing and financing activities:
Warrants issued as financing costs	3,627,980	0
Common stock awards issued as deferred compensation	$ 11,989,619	$ 0

DESCRIPTION OF BUSINESS AND HIS

DESCRIPTION OF BUSINESS AND HISTORY	3 Months Ended
	Sep. 30, 2022
DESCRIPTION OF BUSINESS AND HISTORY
DESCRIPTION OF BUSINESS AND HISTORY	NOTE 1. 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. 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. 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 became 300,000,000 shares of stock and our issued and outstanding shares of common stock increased 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 authorized us to issue (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. Effective January 10, 2022, Mr. Larson Elmore resigned as the President, Chief Executive Officer and director of the company. Mr. Elmore remained 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. On March 10, 2022, the Company entered into and closed a share purchase agreement with Anabel Oelmann pursuant to which the Company acquired 100% of the issued and outstanding capital stock of NOEO GmbH, a German company (“NOEO”), involved in direct-to-consumer brand focusing on adaptogenic herbs and currently focused on three key products which include joint, memory and digestive complexes derived from mushrooms, in exchange for cash consideration of EUR25,000 (USD$29,800). Ms. Oelmann is a director of the Company and the sole shareholder of NOEO. On closing, NOEO became a wholly owned subsidiary of the Company, and the Company exited from shell status. On March 23, 2022, the Board of Directors appointed Kay Koplovitz to the Board of Directors and as Chairman of the Board effective April 1, 2022. On June 6, 2022, Mr. Elmore resigned his remaining officer positions and Mr. Amit Kapur was appointed CFO, Secretary and Treasurer. On July 8, 2022, our board of directors and shareholders holding a majority of our common stock approved an amendment to our Amended and Restated Articles of Incorporation, as amended and restated on October 7, 2021, to increase the Preferred Shares designated as Seed Preferred Stock from 5,000,000 authorized shares of Seed Preferred Stock to 7,800,000 shares of Seed Preferred Stock. The increase to the authorized shares has been retroactively impacted. On July 27, 2022, the Company incorporated a Nevada Corporation, NOEO, Inc. and has commenced the process of transferring the assets of NOEO GMBH to the Nevada corporation where it will undertake the expansion of the business in North America. Currently the Company is in the process of rebranding the NOEO product line in accordance with North American labeling standards and best practices. As of September 30, 2022, the rebranding process and relocation to North American based operations has not yet concluded.. On August 4, 2022, The Healing Company Inc. (the “Company”) entered into a credit agreement (the “Agreement”) with certain lenders (the “Lenders”) who agreed to extend a credit facility to the Company consisting of up to $75,000,000 (which amount may be increased up to $150,000,000 in accordance with the terms of the Agreement) in aggregate principal amount of term loan commitments (“Term Loans”), the proceeds of which may be used to acquire assets that are deemed eligible by meeting certain criteria established by an administrative agent (the “Administrative Agent”) party to the Agreement. Further in accordance with the terms of the Agreement the Company issued 1,300,123 fully vested warrants for exercise for period of seven (7) years at an exercise price of $2.00 per share to the Administrative Agent. On September 9, 2022, The Healing Company Inc. (the “Company”) entered into a loan purchase and sale agreement (the “Agreement”) with CircleUp Credit Advisors LLC (the “Seller”) pursuant to which it agreed to purchase from the Seller all loans and loan accommodations (the “Loan”) made by the Seller to Your Superfoods, Inc. and Your Super, Inc. (together, “Your Super Company”). Pursuant to the terms of the Agreement, as consideration for purchase of the Loan, the Company made a cash payment of $2,000,000 to the Seller and issued the Seller a warrant to purchase 1,500,000 restricted shares of the Company’s common stock. This warrant will begin to vest on the one-year anniversary of the closing of the purchase of the Loan with 12.5% of the Warrant amount (187,500 shares) vesting on that date and the remaining portion of the Warrant vesting in seven quarterly installments of 187,500 shares each over the next seven quarters. Vesting of the Warrant will be accelerated upon the occurrence of a sale or merger of the Company. The Warrant will terminate on the seventh anniversary of the closing date and will be subject to customary adjustments of the warrant price and number of shares for splits, stock dividends, recapitalizations and the like. On September 27, 2022, the Company issued 3,700,000 shares of unregistered, restricted common stock to various officers, directors and consultants in accordance with certain stock award agreements.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Sep. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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. The information furnished reflects all adjustments, consisting only of normal recurring items which are, in the opinion of management, necessary in order to make the financial statements not misleading. The unaudited financial statements for the three months ended September 30, 2022, are not necessarily indicative of the results for the remainder of the fiscal year. As such, the information included in the condensed consolidated financial statements for the three months ended September 30, 2022, 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, 2022, 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 September 30, 2022 and June 30, 2022 the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s consolidated statement of operations. PRINCIPALS OF CONSOLIDATION - The consolidated financial statements include the accounts of The Healing Company and its 100% controlled subsidiaries, NOEO GmBH, NOEO, Inc., HLCO Borrower LLC and Your Super HLCO, LLC. All significant intercompany balances and transactions have been eliminated. ”The Healing Company”, the “Company”, “we”, “our” or “us” is intended to mean The Healing Company, including the subsidiaries indicated above, unless otherwise indicated. NET LOSS PER COMMON SHARE - The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share The table below reflects the potentially dilutive securities at each reporting period: September 30, 2022 September 30, 2021 Seed Preferred stock (Convertible to Common stock 1:1) 4,660,000 - Seed Preferred warrants (Convertible to Common stock 1:1) 1,300,123 - Common stock warrants 1,500,000 - Stock options 3,391,250 - Total 10,851,373 - STOCK-BASED COMPENSATION – The Company accounts for stock option awards granted to employees, non-employees, and directors using the accounting guidance in ASC 718 “Stock Compensation” (“ASC 718”). In accordance with ASC 718, we estimate the fair value of service-based options and performance-based options on the date of grant, using the Black-Scholes pricing model. We recognize compensation expense for stock option awards over the requisite or implied service period of the grant. Compensation expense is recognized on a straight-line method over the requisite service period. Forfeitures are accounted for as they occur. 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 instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of September 30, 2022 and June 30, 2022 the Company had $2,453,398 and $6,241,937 in excess of the FDIC insured limit, respectively. FINANCIAL INSTRUMENTS - The Company’s financial instruments consist principally of other assets consisting of a loan receivable, 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. The Company believes 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, all of which are short term. 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. REVENUE RECOGNITION - The Company follows ASC 606, Revenue from Contracts with Customers FOREIGN CURRENCY TRANSLATION - The Company uses the U.S. Dollar as the reporting currency for its financial statements. Functional currency is the currency of the primary economic environment in which an entity operates. The functional currency of the Company’s wholly owned subsidiary, NOEO, is the Euro. FOREIGN CURRENCY TRANSLATION – (Cont’d) Assets and liabilities of the Company’s subsidiary are translated into U.S. Dollars at period-end foreign exchange rates, and revenues and expenses are translated at average rates prevailing throughout the period. Translation adjustments are included in “Accumulated other comprehensive income” as a separate component of stockholders’ equity, and in the “Effect of exchange rate changes on cash and cash equivalents,” on the Company’s consolidated statements of cash flows. Transaction gains and losses including intercompany transactions denominated in a currency other than the functional currency of the entity involved are included in “General and Administrative” expenses on the Company’s consolidated statements of operations. INVENTORY - Inventory acquired with the purchase of NOEO consists of finished goods and is valued at the lower of cost or market value, with cost determined using First-In-First-Out Method. During the year ended June 30, 2022, the Company fully impaired inventory on hand in the amount of $7,938. INTANGIBLE ASSETS - The Company generally recognizes assets for brand recognition, trade secret product formulations, and intellectual property such as finite-lived trade names. Finite-lived intangible assets are carried at acquisition cost less accumulated amortization. Such amortization is recorded on a straight-line basis over the estimated useful lives of the respective assets. Amortization for trade names is recognized in sales and marketing expenses. In the year ended June 30, 2022, the Company recorded assets acquired from the acquisition of NOEO of approximately $141,925 and expended a further $10,714 on trademark registration. Intangible assets acquired with NOEO included intellectual property and trademarks, an ecommerce website and branding recognition. The Company initially records acquired intangible assets at their estimated fair values and management reviews these assets periodically for impairment. During the year ended June 30, 2022, the Company recorded impairment of intangible assets of $138,366. As of September 30, 2022, intangible assets on the balance sheet totaled $8,318, net of the costs of a previous filed trademark application abandoned in the quarter in the amount of $2,396. 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	3 Months Ended
	Sep. 30, 2022
GOING CONCERN
GOING CONCERN	NOTE 3- GOING CONCERN The Company has working capital of $4,297,339 at September 30, 2022. During the year ended June 30, 2022, the Company entered into private placement subscription agreements to raise a total of $10 million by sale of seed preferred stock at $2 per share, of which the Company has collected $9,320,000, with the remaining $680,000 expected to be collected in the second quarter of fiscal 2023. The Company has commenced operations in the wellness sector. During the three months ended September 30, 2022, the Company has entered into a credit agreement with certain lenders who agreed to extend a credit facility to the Company consisting of up to $75,000,000 (which amount may be increased up to $150,000,000 in accordance with the terms of the Agreement) in aggregate principal amount of term loan commitments, the proceeds of which may be used to acquire assets that are deemed eligible by meeting certain criteria. Subsequent to September 30, 2022, the Company finalized an acquisition of target operations with substantive recurring revenue in the wellness sector, the results of which will be reflected in the quarter ended December 31, 2022. The Company also entered into subscription agreements for the sale of an additional 500,000 shares of seed preferred stock at $2 per share of which $100,000 has been collected to date. The continuation of the Company as a going concern is dependent upon the ability to attain profitable operations from the Company’s future planned business operations and sufficient financing to carry out those plans. 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 has subsided, 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.

ACQUISITION

ACQUISITION	3 Months Ended
	Sep. 30, 2022
ACQUISITION
ACQUISITION	NOTE 4 – ACQUISITION On March 10, 2022, the Company closed a Share Purchase Agreement pursuant to which we acquired 100% of the issued and outstanding capital stock of NOEO GmBH, a German corporation, controlled by a member of our board of directors, for total consideration of $28,290 (EUR25,000), paid on closing. NOEO has established a series of wellness products, sold direct-to-consumer focusing on adaptogenic herbs and the marketing of three key products which include joint, memory and digestive complexes taken orally derived from functional mushrooms. The acquisition is in line with the Company’s current mandate of acquiring operating wellness-focused businesses. On closing, the shares of NOEO were transferred to the Company and NOEO became a wholly owned subsidiary of the Company. The following table sets forth the net assets on acquisition date: March 10, 2022 Cash and cash equivalent $ 8,490 Inventory 8,145 Prepaid expenses 69,153 Recoverable value added tax 21,507 Intangible assets 67,530 Accounts payable and accrued liabilities (33,295 ) Advances and accounts payable, related party (8,065 ) Loan payable, related party (158,190 ) Net assets (24,725 ) Consideration: Cash purchase 28,290 Additions to intangible assets $ 53,015 The purchase accounting for the acquisition of NOEO was concluded as of June 30, 2022. On June 30, 2022, the impairment tests carried out by management indicated that certain intangible assets including

INTANGIBLE ASSETS

INTANGIBLE ASSETS	3 Months Ended
	Sep. 30, 2022
INTANGIBLE ASSETS
INTANGIBLE ASSETS	NOTE 5. INTANGIBLE ASSETS During the year ended June 30, 2022, the Company incurred costs in respect to certain trademarks, and acquired certain intangible assets (re: Note 4) including trademarks, trade names, brand recognition and ecommerce websites. During the three months ended September 30, 2022, the Company decreased intangible assets by $2,396 with respect to the termination of a previously filed trademark application. The following table sets forth the details of intangible assets at September 30, 2022: Intangible assets, June 30, 2021 Additions: Intangible assets acquired from NOEO, March 10, 2022 $ 141,925 Tradenames and other intangibles 10,714 Impact of foreign exchange (3,559 ) Impairment of intangible assets, NOEO (138,366 ) Total, June 30, 2022 $ 10,714 Abandoned Trademark application (2,396 ) Total, September 30, 2022 $ 8,318

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Sep. 30, 2022
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 6. RELATED PARTY TRANSACTIONS Astutia Venture Capital AG (“AVCG”) 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. Further, during the fiscal year ended June 30, 2021, the Company received a further $29,999 in unsecured advances from AVCG for operational expenses. At June 30, 2021 a total of $203,615 included in advances payable, related parties, was due to AVGG. During the nine months ended March 31, 2022, 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 March 31, 2022, which amount was repaid in full prior to June 30, 2022. At September 30, 2022 and June 30, 2022 there were no further funds owing to AVCG. WAOW Group of Companies 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. Subsequently, in November 2021, as amended May 22, 2022 WAOWE entered into a subscription agreement with the Company whereunder they agreed to purchase 2,140,000 unregistered shares of Seed Preferred stock at $2 per share for total proceeds of $4,280,000. During the year ended June 30, 2022, the Company received cash proceeds of $3.6M in respect to the aforementioned subscription and issued 1.8M shares of seed preferred stock. A total of $680,000 remains receivable with respect to the remaining 340,000 shares subscribed as at September 30, 2022. During the year ended June 30, 2022, an affiliated company, WAOW Advisory Group Gmbh (“WAOW”) assumed amounts owing to AVCG in the amount of $29,999 and advanced a further $402,467 to the Company which amount was repaid in fully prior to June 30, 2022. On March 10, 2022, the Company acquired NOEO (See Note 4). At the date of the acquisition, WAOW had outstanding loans with NOEO with a remaining principal balance of EUR139,793. During the period ended June 30, 2022, WAOW advanced an additional EUR18,000 to NOEO. At September 30, 2022 the loan had a balance outstanding of $154,401 (EUR157,793) which is unsecured and accrues interest at 5% per annum, maturing on December 31, 2022. WAOW Group of Companies (continued) Accrued and unpaid interest at September 30, 2022 totaled $7,239, (June 30, 2022 - $5,771), which is reflected in accounts payable – related parties. Lee Larson Elmore, Former Secretary 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 to fill all officer positions, and as 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 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 fiscal years ended June 30, 2022 and 2021, respectively, Mr. Elmore and his controlled company invoiced $40,720 and $62,000 for management services. Mr. Elmore resigned as CEO, Director and President effective January 10, 2022, and as Secretary, Treasurer and CFO on June 6, 2022. A total of $2,800 remained due and payable to Mr. Elmore at June 30, 2022. During the three months ended September 30, 2022, Mr. Elmore received payments of $1,800, leaving $1,000 due and payable at September 30, 2022. Simon Belsham, CEO, President and Director On November 27, 2021, as amended, September 1, 2022, 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 years one and two and $500,000 per annum in year three, 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, as amended, Mr. Belsham has been issued a total 1,000,000 shares of restricted common stock, subject to a restricted stock award agreement, whereby 25% of such award vests on the one-year anniversary of September 1, 2021, and 1/36 th On September 1, 2022, Mr. Belsham acquired 2.5 million shares of the Company’s common stock in a private secondary stock purchase transaction with Ingenious Investments AG, a corporation controlled by Wanja Oberhof and a greater than 10% shareholder, for consideration of $0.001 per share, or $2,500, as determined by a 409A valuation report. Steven Bartlett, Director On January 10, 2022, as amended September 1, 2022, the Company entered into a services agreement with Flight Story Limited (“FSL”), a company controlled by Mr. Bartlett, whereby FSL will provide various services. Under the terms of the agreement, as amended FSL will be paid $30,000 per month. Further FSL has been granted a total of 1,000,000 non statutory stock options of which 300,000 vest on January 10, 2023, and a further 700,000 vest in accordance with certain performance based terms. During the year ended June 30, 2022, the Company recorded $530,137 as stock-based compensation in respect to the aforementioned option grant. During the year ended June 30, 2022, FSL was paid $109,178 for services rendered. In addition, R Agency, a marketing company also controlled by Mr. Bartlett was paid $88,459 in the year ended June 30, 2022, for services rendered. During the three months ended September 30, 2022, under the terms of the amended contract, FSL was paid $65,675 and the Company recorded an additional $283,562 as stock-based compensation. On February 16, 2022, the Company entered into a Board of Directors Services Agreement with Steven Bartlett with a January 1, 2022 start date, whereunder Mr. Bartlett is to receive an annual fee of $37,500 paid in equal monthly installments over 12 months and was granted 125,000 non incentive stock options with an exercise price of $0.001 per share, vesting over a two (2) year period following the Vesting Start Date (January 1, 2022) with 12.5% of the Option Shares vesting on each three (3) month anniversary of the Vesting Start Date. During the year ended June 30, 2022, Mr. Bartlett was paid $18,750 under the terms of his contract and the Company recorded stock-based compensation expense of $115,312 in respect to 31,250 vested stock options. During the three months ended September 30, 2022, Mr. Bartlett was paid $9,375 under the terms of his contract, and the Company recorded stock-based compensation expense of $57,656 in respect to a further 15,625 options which vested during the quarter. Poonacha Machaiah, Director 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, Mr. Machaiah is to receive an annual fee of $37,500 commencing January 1, 2022, paid in equal monthly installments over 12 months and was granted 125,000 non incentive stock options with an exercise price of $0.001 per share, vesting over a two (2) year period following the Vesting Start Date (December 28, 2021) with 12.5% of the Option Shares vesting on each three (3) month anniversary of the Vesting Start Date. During the year ended June 30, 2022, the company accrued $15,625 under the terms of his agreement, which amount is included in accounts payable, related parties, and the Company recorded stock-based compensation expense of $115,312 in respect to 31,250 vested stock options. During the three months ended September 30, 2022, the company accrued a further $9,375 under the terms of his agreement, which amount is included in accounts payable, related parties, and the Company recorded stock-based compensation expense of $57,656 in respect to 15,625 options which vested during the quarter. Anabel Oelmann, Director On March 10, 2022, the Company entered into and closed a share purchase agreement with Anabel Oelmann pursuant to which the Company acquired 100% of the issued and outstanding capital stock of NOEO GmbH, a German company (“NOEO”), involved in direct-to-consumer brand focusing on adaptogenic herbs and currently focused on three key products which include joint, memory and digestive complexes derived from mushrooms, in exchange for cash consideration of EUR25,000 (USD$29,800). Ms. Oelmann is a director of the Company and was the sole shareholder of NOEO. See Note 4. At September 30, 2022 and June 30, 2022, Ms. Oelmann, through her controlled corporate entity, Trinity Holdings GmbH was owed advances totaling $2,935 (EUR3,000) by the Company’s wholly owned subsidiary, NOEO. In addition, at September 30, 2022 and June 30, 2022 a total of $959 (EUR980) is included in accounts payable, related parties, in respect to expense reimbursements owing to Ms. Oelmann. Kay Koplovitz, Chairperson of the Board On March 23, 2022, the Board of Directors approved a Board Service Agreement (the “Agreement”) and appointed Kay Koplovitz to the Board of Directors and as Chairman of the Board effective April 1, 2022. Under the agreement to commence April 1, 2022, Ms. Koplovitz will be paid an annual fee of $50,000 for Director’s services (the “Director’s Fee”), which shall be payable quarterly, in arrears, as long as Director continues to fulfill her duties and provide the services. A total of $12,500 was accrued during the year ended June 30, 2022, in respect to this Agreement and is included in accounts payable, related parties. As further payment for the Director’s provision of the services the Company issued two-hundred fifty thousand (250,000) shares of restricted common stock to Ms. Koplovitz, subject to a restricted stock award agreement whereby the 250,000 shares shall vest ratably over the two (2) year period commencing on the Effective Date of the Agreement (“Vesting Start Date”) as follows: 1/8th of the total shares shall vest each quarter, such that 100% of the Shares shall be vested as of the second anniversary of the Vesting Start Date, provided that Director is still a Director for the Company on each such vesting date. During the year ended June 30, 2022, the Company recorded a total of $117,187 as stock-based compensation in respect to 31,250 vested stock awards. During the three months ended September 30, 2022, the Company accrued an additional $12,500 in respect to Director’s services and recorded a further $117,187 as stock-based compensation in respect to a further 31, 250 vested stock awards. Amit Kapur, CFO On June 2, 2022, Mr. Amit Kapur entered into an at-will offer of employment whereunder he was appointed Chief Financial Officer with an annual base salary of $300,000. Under the terms of the agreement Mr. Kapur is eligible for discretionary annual bonuses as determined by the Board payable 75 days following the end of each calendar year. Further Mr. Kapur has been issued a total of 1,250,000 shares of restricted common stock, subject to a restricted stock award agreement, whereby 25% of such award vests on the one-year anniversary of June 6, 2022, and 1/36 th At September 30, 2022 $2,075 was payable to Mr. Kapur in respect to expense reimbursements.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Sep. 30, 2022
COMMITMENTS AND CONTINGENCIES	NOTE 7. 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 EQUITY (DEFICIT)

STOCKHOLDERS EQUITY (DEFICIT)	3 Months Ended
	Sep. 30, 2022
STOCKHOLDERS EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT)	NOTE 8. STOCKHOLDERS’ EQUITY (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, each with a par value of $0.001 per share. On July 8, 2022, our board of directors and shareholders holding a majority of our common stock approved an amendment to our Amended and Restated Articles of Incorporation, as amended and restated on October 7, 2021, to increase the Preferred Shares designated as Seed Preferred Stock from 5,000,000 authorized shares of Seed Preferred Stock to 7,800,000 shares of Seed Preferred Stock. The increase to the authorized shares has been retroactively impacted. In case of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of Seed Preferred Shares then outstanding will be entitled to be paid out of the assets of the Company available for distribution to its stockholders before any payment will be made to the holders of common stock by reason of their ownership thereof, an amount per share equal to 1.5 times the Seed original issue price, plus any dividends declared but unpaid thereon (collectively, the “Seed Liquidation Amount”). If upon any such liquidation, dissolution or winding up of the Company the assets of the Company available for distribution to its stockholders is insufficient to pay the holders of Seed Preferred Shares the full amount to which they shall are entitled, the holders of shares of Seed Preferred Shares will share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, after the payment in full of all Seed Liquidation Amount required to be paid to the holders of Seed Preferred Shares, the remaining assets of the Company available for distribution to its stockholders will be distributed among the holders of Seed Preferred Shares and common stock, pro rata based on the number of shares held by each such holder, treating for this purpose all such securities as if they had been converted to common stock pursuant to the terms of the Amended and Restated Articles of Incorporation immediately prior to such liquidation, dissolution or winding up of the Company. At such date and time as is specified by our board of directors in connection with, but prior to, the closing of the sale of shares of our common stock to the public in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act, and in connection with such offering the common stock is listed for trading on the Nasdaq Stock Market’s National Market, (i) all outstanding Seed Preferred Shares will automatically be converted into shares of common stock on a 1:1 (i.e., one share of Seed Preferred Shares for one share of common stock) basis, and (ii) such shares may not be reissued by the Company. To the fullest extent permitted under the Nevada Revised Statutes and other applicable law, the holders of Seed Preferred Shares will not be entitled to vote on any matter submitted to the stockholders of the Company for a vote. Any of the rights, powers, preferences and other terms of our Seed Preferred Shares may be waived on behalf of all holders of Seed Preferred Shares by the affirmative written consent or vote of the holders of at least 51% of the Seed Preferred Shares then outstanding. Common Stock On March 7, 2022, the Company issued 4,920 shares of our common stock subscribed for under definitive agreements with 41 non-U.S. persons in a private transaction (the “Transaction”). Under the terms of the Transaction, the Company sold 4,920 Common Shares at $2.00 per share for aggregate proceeds of $9,840. Common Stock (Cont’d) During the three months ended September 30, 2022, the Company issued a total of 3,700,000 stock awards to various individuals. As at September 30, 2022 and June 30, 2022, the Company has a total of 47,704,920 and 44,004,920 shares of common stock issued and outstanding, respectively. Seed Preferred Stock During the fiscal year ended June 30, 2022, the Company entered into definitive agreements with non-U.S. persons to issue a total of 5,000,000 shares of Seed Preferred stock in private transactions (the “Transactions”). Under the terms of the Transactions, the Company agreed to sell an aggregate of 5,000,000 Seed Preferred Shares at $2.00 per share for proceeds of $10,000,000. As at September 30, 2022, the Company had received total proceeds of $9,320,000 and is awaiting shortfall payments from one subscriber totaling $680,000. At September 30, 2022 and June 30, 2022, the Company had a total of 4,660,000 shares of Seed Preferred Stock issued and outstanding.

STOCK BASED COMPENSATION

STOCK BASED COMPENSATION	3 Months Ended
	Sep. 30, 2022
STOCK BASED COMPENSATION
STOCK BASED COMPENSATION	NOTE 9. STOCK BASED COMPENSATION On June 10, 2022, the Company’s board of directors approved (i) The Healing Company Inc. 2022 Omnibus Equity Incentive Plan (the “ 2022 Plan Awards Stock Options and Stock Awards: During fiscal 2022 and the three months ended September 30, 2022, the Company granted the following Stock options and Stock awards under its 2022 Plan: Type Role Number of shares/options Exercise Price /FMV Vesting start Date Vesting Schedule * Term Stock Award Executive 1,250,000 $ 3.75 06/06/2022 A N/A Stock Award Management 200,000 $ 3.75 04/04/2022 A N/A Stock Award Executive Support 150,000 $ 3.75 11/27/2021 A N/A Stock Award Executive 1,000,000 $ 3.75 09/01/2021 A N/A Stock Award Management 250,000 $ 3.75 09/01/2021 F N/A Stock Award Advisor 250,000 $ 3.75 04/01/2022 G N/A Stock Award Executive 600,000 $ 3.75 07/05/2022 A N/A Total 3,700,000 Stock Option Management 1,000,000 $ 0.001 01/01/2022 A 10 years Stock Option Advisor 300,000 $ 0.001 09/01/2021 D 10 years Stock Option Recruitment Agency 16,250 $ 0.001 06/05/2022 B 10 years Stock Option Marketing Agency 275,000 $ 0.001 04/13/2022 C 10 years Stock Option Board Director 125,000 $ 0.001 12/28/2021 H 10 years Stock Option Board Director 125,000 $ 0.001 01/01/2022 H 10 years Stock Option Brand Strategy Advisor 125,000 $ 0.001 09/07/2021 I 10 years Stock Option IR/PR Agency 1,000,000 $ 0.001 01/10/2022 J 5 years Stock Option Chief Scientific Advisor 200,000 $ 0.001 12/28/2021 K 10 years Stock Option Marketing strategy 100,000 $ 0.001 08/01/2022 E 10 years Stock Option Financial Advisor 125,000 $ 0.001 09./01/2022 H 10 years Total 3,391,250 Stock Options and Stock Awards: (continued) A. The Restricted Stock shall vest over a four (4) year period following the Vesting Start Date with 25% of the Restricted Stock vesting on the one (1) year anniversary of the Vesting Start Date and thereafter will begin vesting on each monthly anniversary of the Vesting Start Date at a rate of 1/36 per month. B. The Option Shares shall be fully vested upon the Vesting Start Date; however, the Participant will be unable to exercise the Option Shares for one (1) year from the Vesting Start Date. C. The Option Shares shall vest with respect to 100,000 shares upon issuance of the option, with an additional 25,000 shares vesting upon achieving $500,000 D2C revenue, an additional 50,000 shares vesting upon achieving $2,000,000 D2C revenue and an additional 100,000 shares vesting upon achieving $10,000,000 D2C revenue. D. The Restricted Stock shall be fully vested upon the Vesting Start Date. E. The Option Shares shall vest over a one (1) year period following the Vesting Start Date with 25% of the Option Shares vesting on each three (3) month anniversary of the Vesting Start Date. F. The Restricted Stock shall vest over a one (1) year period following the Vesting Start Date with 25% of the Restricted Stock vesting on each three (3) month anniversary of the Vesting Start Date. G. The Restricted Stock shall vest over a two (2) year period following the Vesting Start Date with 12.5% of the Restricted Stock vesting on each three (3) month anniversary of the Vesting Start Date. H. The Option Shares shall vest over a two (2) year period following the Vesting Start Date with 12.5% of the Option Shares vesting on each three (3) month anniversary of the Vesting Start Date. I. The Option Shares shall be fully vested upon the Vesting Start Date and the Participant shall have two (2) years to exercise the Option Shares post termination of Continuous Service. J. The Option Shares shall vest with respect to 300,000 shares after one year from the date of the January 10, 2022 start date of the Services Agreement; 100,000 shares of common stock on getting to 100,000 cross-platform followers; 200,000 shares of common stock on sustained market capitalization of $200 million for a month assuming average daily trading volume (ADTV) of 100,000 shares; 200,000 shares of common stock on sustained market capitalization of $400 million for a month assuming ADTV of 100,000 shares; 200,000 shares of common stock on Nasdaq uplisting. K. The Option Shares shall vest over a two (2) year period following the Vesting Start Date with 2% of the Option Shares vesting on each six (6) month anniversary of the Vesting Start Date. The following table summarizes the Company’s stock award activities: Number of shares Weighted Average Grant Date Fair Value Per Share Weighted Average Remaining Recognition Period (Years) Nonvested at June 30, 2021 - $ - - Granted 3,100,000 $ 3.75 1.95 Vested (218,750 ) $ 3.75 - Forfeited - $ - - Nonvested at June 30, 2022 2,881,250 $ 3.75 1.66 Granted 600,000 $ 3.75 4.00 Vested (583,333) $ 3.75 - Forfeited - - - Nonvested at September 30, 2022 2,897,917 $ 3.75 1.68 The Company recorded $1,885,381 as stock-based compensation expenses during the fiscal year ended June 30, 2022 and a further $1,033,404 in the three months ended September 30, 2022. Deferred compensation expense associated with unvested stock awards is $10,956,215 as of September 30, 2022. The weighted average period over which these costs are expected to be recognized is approximately 2 years. Stock Options and Stock Awards: (continued) The following table summarizes the Company’s stock option activities: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Term in Years Aggregate Intrinsic Value Outstanding at June 30, 2021 - $ - - $ - Granted 3,166,250 $ 0.001 10 - Exercised - - - - Cancelled - - - - Outstanding at June 30, 2022 3,166,250 $ 0.001 7.60 $ - Granted 225,000 $ 0.001 10 - Exercised - - - - Cancelled - - - - Options exercisable at September 30, 2022 685,000 $ 0.001 7.52 $ - The stock options were valued using Black-Scholes pricing model. The Black-Scholes pricing model applied the following assumptions: risk-free interest rate of 3.26%, expected term of 5 to 10 years, expected volatility of 62.49% and dividend yield of 0%. The Company recorded $3,442,847 as stock-based compensation expenses during the fiscal year ended June 30, 2022 in respect to vested options and a further $795,020 during the three months ended September 30, 2022. Unamortized compensation expense associated with unvested stock options is $8,479,321 as of September 30, 2022. The weighted average period over which these costs are expected to be recognized is approximately 7.5 years.

WARRANTS

WARRANTS	3 Months Ended
	Sep. 30, 2022
WARRANTS
WARRANTS	NOTE 10. WARRANTS Warrant to Purchase Seed Preferred Stock On August 4, 2022, in accordance with a credit facility (ref: Note 11(h)) the Company issued to the Administrative Agent a seven-year warrant to purchase up to 1,300,123 shares of the Company’s Seed Preferred Stock at an exercise price of $2.00 per share. The stock warrants vested immediately and were valued using the Black-Scholes pricing model. The Black-Scholes pricing model applied the following assumptions: risk-free interest rate of 2.73%, expected term of 7 years, expected volatility of 62.56% and dividend yield of 0%. The Company recorded $3,627,980 as financing costs, included in professional and consulting fees, during the three months ended September 30, 2022. Warrant to purchase Seed Preferred Stock transactions are summarized as follows: Number of shares Weighted Average Exercise Price ($) Weighted Average Remaining Recognition Period (Years) Balance, June 30, 2022 - $ - - Warrants issued 1,300,123 $ 2.00 7 Warrants expired - $ - - Balance, September 30, 2022 1,300,123 $ 2.00 6.83 Warrant to Purchase Seed Preferred Stock (Cont’d) Number of Warrants Exercise Price ($) Expiry Date 1,300,123 2.00 August 04, 2029 Warrant to Purchase Common Stock On September 9, 2022, in conjunction with a Loan Purchase and Sale Agreement, (ref: Note 12 – Loan Purchase and Sale Agreement) the Company issued the Seller a warrant to purchase 1,500,000 restricted shares of the Company’s common stock at an exercise price of $2.00 per share. This warrant will begin to vest on the one-year anniversary of the closing of the purchase of the Loan with 12.5% of the Warrant amount (187,500 shares) vesting on that date and the remaining portion of the Warrant vesting in seven quarterly installments of 187,500 shares each over the next seven quarters. Vesting of the Warrant will be accelerated upon the occurrence of a sale or merger of the Company. The Warrant will terminate on the seventh anniversary of the closing date and will be subject to customary adjustments of the warrant price and number of shares for splits, stock dividends, recapitalizations and the like. The stock warrants were valued using Black-Scholes pricing model. The Black-Scholes pricing model applied the following assumptions: risk-free interest rate of 3.44%, expected term of 7 years, expected volatility of between 67.44% to 69.38% and dividend yield of 0%. The Company has valued the warrants as of the transaction date with a total value of $3,910,320, all of which remains unamortized as of the date of this report. The first tranche of warrants do not initially vest until the one year anniversary of the agreement date, and therefore there is no financial impact as a result of the warrant during the current reporting period ended September 30, 2022. Transactions involving Warrants to purchase Common Stock are summarized as follows: Number of shares Weighted Average Exercise Price ($) Weighted Average Remaining Recognition Period (Years) Nonvested at June 30, 2022 - $ - - Granted 1,500,000 $ 2.00 7 Vested - - - Forfeited - - - Nonvested at September 30, 2022 1,500,000 $ 2.00 6.92

COMMITMENTS

COMMITMENTS	3 Months Ended
	Sep. 30, 2022
COMMITMENTS
COMMITMENTS	NOTE 11. COMMITMENTS (a) 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 will fill the position of executive business partner, reporting to the Company’s CEO. The agreement provides for an annual salary of $105,000. Further, under the terms of the employment agreement, Ms. Zuar has been issued a total of 150,000 shares of restricted common stock at a fair market value of $3.75 per share, subject to a restricted stock award agreement for which the Company has recorded stock-based compensation expense of $83,219 in the year ended June 30, 2022 and a further $35,445 in the three months ended September 30, 2022. (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. Additionally the Advisor has been granted 200,000 Non Statutory Stock options with a term of 10 years which vest as to 25% each 6 months over two years for exercise at $0.001 per share. The Company recorded stock-based compensation of $187,500 in respect to 50,000 options which vested during the year ended June 30, 2022. 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. The Company remitted the required donation in April 2022. During the three months ended September 30, 2022 the Company recorded a further $93,750 as stock-based compensation in respect to the granted options. (c) 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. Additionally, the Advisor has been granted 1,000,000 Non-Statutory Stock options with a term of 10 years which vest as to 25% on the one year anniversary of January 1, 2022 and 1/36 each month thereafter, at an exercise at $0.001 per share. During the year ended June 30, 2022 and three months ended September 30, 2022 the Company recorded stock based compensation of $464,897 and $236,301, respectively. (d) The Company entered into a letter agreement dated January 18, 2022, 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 expired on July 16, 2022. (e) On March 23, 2022 the Company entered into an agreement with Mint Performance Marketing (“Mint”) for certain marketing services including development of an e-commerce strategy, paid social media, influencer marketing, affiliate marketing and other create services with a term of one year and fees payable within 15 days of invoice in the approximate amount of $35,000 for the identified scope of work. In addition, under the terms of the agreement Mint is entitled to a 5% share of any future Shopify s-store revenue associated with developed content, net of returns and promotions. During the year ended June 30, 2022, the founder of Mint was granted a total of 275,000 non statutory stock options, 100,000 of which vested on grant date, with a further 175,000 vesting upon the occurrence of reaching certain income targets with respect to certain direct to consumer marketing programs. During the year ended June 30, 2022 the Company recorded total stock based compensation of $375,000 in respect to the vested options. (f) On July 28, 2022, the Company entered into an agreement with Marketerhire LLC whereunder Marketerhire shall receive a minimum fee of $1,500 each four weeks for any individual talent engaged by the Company under the terms of the agreement. Further, under the terms of the agreement Marketerhire shall receive a buyout fee of $20,000 for each individual hired by the Company within 30 days thereof. (g) On August 1, 2022 the Company entered into a Consulting Agreement with RayRos Holdings LLC for an initial term of three months at a rate of $5,000 per month for marketing strategy and assessment and partnership development services focused on the wellness and healing sector. In addition, the Company granted a non statutory stock option to purchase 100,000 shares of common stock, exercisable at $0.001 per share to the founder, Mr. John Hoekman, which options vest quarterly as to 25% each quarter from grant date, August 1, 2022. During the three months ended September 30, 2022 the Company recorded a total of $46,875 as stock based compensation in respect to the aforementioned agreement. (h) On August 4, 2022, The Healing Company Inc. and controlled subsidiary HLCO Borrower LLC (the “Company”) entered into a credit agreement (the “Agreement”) with certain lenders (the “Lenders”) who agreed to extend a credit facility to the Company consisting of up to $75,000,000 (which amount may be increased up to $150,000,000 in accordance with the terms of the Agreement) in aggregate principal amount of term loan commitments (“Term Loans”), the proceeds of which may be used to acquire assets that are deemed eligible by meeting certain criteria established by an administrative agent (the “Administrative Agent”) party to the Agreement. Term Loans anticipated to be funded under the Agreement will be in a minimum principal amount of at least $400,000, bear an annual interest rate of 12% and will mature the earlier of 12 months following the final draw down under a Term Loan and a date on which an event of default, as defined in the Agreement, occurs. Term Loans will be repayable in full on their maturity dates and may be voluntarily prepaid in full (but not in part) at the option of the Company and prepaid on a mandatory basis on the sale of the assets underlying a particular Term Loan. Interest on any outstanding Term Loans will be paid monthly. The Company paid an upfront fee of $562,500 recorded as finance costs to the Administrative Agent for the benefit of the Lenders and will pay the Administrative Agent, for its own account, a quarterly fee of $12,500. Further the Company is paying a daily rate to the Lender in respect to undrawn funds to meet a minimum funding threshold until such time as funds drawn total $50M. The Company and each of its subsidiaries (the “ Subsidiaries In connection with the transactions contemplated by the Agreement, the Company issued to the Administrative Agent a seven-year warrant to purchase, for its own account, up to 1,300,123 shares of the Company’s Seed Preferred Stock at an exercise price of $2.00 per share. The warrant was fully vested on issue date and was immediately expensed as financing costs. (ref: Note 10 - Warrants). (i) On September 1, 2022 the Company entered into a consulting agreement with Lee Forster for an initial term of 24 months, with automatic successive renewals unless otherwise terminated 30 days prior to the end of the current term, whereunder Mr. Forster shall act as an advisor to the Company on financing and fundraising efforts, growth opportunities, endorsements and other corporate strategy at a rate of $3,125 per month. In addition, the Company granted a non-statutory stock option to purchase 125,000 shares of common stock, exercisable at $0.001 per share to Mr., Forster, which options vest over a two (2) year period following the Vesting Start Date with 12.5% of the Option Shares vesting on each three (3) month anniversary of the Vesting Start Date. During the three months ended September 30, 2022 the Company recorded a total of $19,219 as stock based compensation in respect to the aforementioned agreement.

LOAN PURCHASE AND SALE AGREEMEN

LOAN PURCHASE AND SALE AGREEMENT	3 Months Ended
	Sep. 30, 2022
LOAN PURCHASE AND SALE AGREEMENT
LOAN PURCHASE AND SALE AGREEMENT	NOTE 12 – LOAN PURCHASE AND SALE AGREEMENT On September 9, 2022, the Company entered into a loan purchase and sale agreement (the “Agreement”) with CircleUp Credit Advisors LLC (the “Seller”) pursuant to which it agreed to purchase from the Seller all loans and loan accommodations (the “Loan”) made by the Seller to Your Superfoods, Inc. and Your Super, Inc. (together, “Your Super Company”). Pursuant to the terms of the Agreement, as consideration for purchase of the Loan, the Company made a cash payment of $2,000,000 to the Seller and issued the Seller a warrant to purchase 1,500,000 restricted shares of the Company’s common stock. This warrant will begin to vest on the one-year anniversary of the closing of the purchase of the Loan with 12.5% of the Warrant amount (187,500 shares) vesting on that date and the remaining portion of the Warrant vesting in seven quarterly installments of 187,500 shares each over the next seven quarters. Vesting of the Warrant will be accelerated upon the occurrence of a sale or merger of the Company. The Warrant will terminate on the seventh anniversary of the closing date and will be subject to customary adjustments of the warrant price and number of shares for splits, stock dividends, recapitalizations and the like. As of the date of the Agreement, the outstanding principal amount of the Loan along with accrued but unpaid interest was approximately $7.614 million. The Loan stopped accruing interest on July 22, 2022. The Company purchased the Loan to provide additional time for the negotiation of the Company’s acquisition of the assets of Your Super Company, which occurred subsequent to the quarter ended September 30, 2022 (ref: Note 13, Subsequent Events). The Loan acquired has been recorded on the balance sheets as “Other Assets” at its fair value of cash proceeds paid of $2,000,000. The Company has valued the warrants granted to CircleUp as of the transaction date, September 9, 2022, with a total value of $3,910,320 (ref: Note 10 - Warrants). The first tranche of warrants do not initially vest until the one year anniversary of the agreement date, or September 30, 2023. The value of the warrants will amortized ratably over the vesting period.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Sep. 30, 2022
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 13 - SUBSEQUENT EVENTS On October 7, 2022, we entered into definitive agreements with one U.S. accredited investor and one non-U.S. person to issue a new tranche of our seed preferred stock, $0.001 par value per share (the “Seed Preferred Shares”), in a private placement (the “Offering”). Under the terms of the Offering, we agreed to sell an aggregate of 500,000 Seed Preferred Shares at $2.00 per share for aggregate proceeds of $1,000,000. The Seed Preferred Shares sold in the Offering are exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act as not involving a public offering, and Regulations D and S, thereunder. The Offering was made without any form of general solicitation to sophisticated investors and with full access to any information requested by the investors regarding us and the Seed Preferred Shares. To date, we have received $100,000 of the $1,000,000 subscribed for Seed Preferred Shares. On October 13, 2022, The Healing Company, Inc., a Nevada corporation (“HLCO”) and HLCO Borrower, LLC, a Delaware limited liability company (either being referred to as the “Buyer”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Your Super, Inc., a Delaware corporation (the “Seller”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative of the stockholders (the “Stockholders”) of the Seller (in such capacity, the “Stockholders’ Representative”), pursuant to which the Buyer agreed to acquire (the “Acquisition”) substantially all of the Seller’s right, title and interest in and to all of the assets, properties, rights, interests, claims and goodwill of the Seller, tangible and intangible, of every kind and description, including all of the capital stock of the subsidiaries of the Seller. The Seller is engaged in the business of manufacturing and marketing non-GMO and certified organic superfoods (the “Business”). It is on a mission to improve people’s health with the power of super plants. Under the Purchase Agreement, the total consideration to be paid by the Buyer for the Business and acquired assets at the closing (the “Closing”) of the transactions contemplated by the Purchase Agreement will consist of (i) 3,200,000 shares of HLCO common stock (the “Buyer Shares”) valued at $2.50 per share for an aggregate value of $8 million and (ii) the forgiveness of $7,614,444.40 of outstanding debt of the Seller owed to HLCO (the “Loan Obligation”). The Loan Obligation was originally an obligation of the Seller to CircleUp Credit Advisors LLC. HLCO acquired the Loan Obligation from CircleUp Advisors LLC on September 9, 2022, for cash consideration of $2,000,000 and a seven-year warrant to purchase up to 1,500,000 shares of HLCO common stock at an exercise price of $2.00 per share. The Buyer Shares are restricted securities and will also be subject to a contractual lock-up pursuant to which the holder(s) of the Buyer Shares will agree not to transfer any of the Buyer Shares for a three-year period, and then the Buyer Shares will be released from the lock-up in four equal quarterly installments beginning on the first day of the fiscal quarter beginning after the third anniversary of the Closing date and on the first day of each of the next three fiscal quarters, in accordance with the lock up provisions set forth in the Purchase Agreement. Under the Purchase Agreement, the Seller may distribute the Buyer Shares to the Stockholders after one year from the Closing, subject to the recipient Stockholders being subject to the original lock-up terms. The Buyer Shares carry no registration rights that require or permit the filing of any registration statement in connection with their issuance. In connection with our acquisition of the assets of Your Super, Inc., on October 27, 2022, we received a $3 million loan under the i80 credit facility referenced above. As an inducement for the loan and for a waiver of certain terms of the credit facility with respect to this loan, we issued to the administrative agent for the credit facility an amended and restated warrant increasing the number of warrant shares from 1,300,123 shares of our seed preferred stock to 1,560,148 shares of this stock. In addition, Your Super HLCO LLC, our indirectly wholly owned subsidiary that we established to house the acquired assets of Your Super, Inc. and to run our new Your Super business, entered into a supplement to guarantee and collateral agreement with the administrative agent of the i80 credit facility pursuant to the terms of which, Your Super HLCO LLC pledged all of its assets to the administrative agent as collateral for the $3 million loan. 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)	3 Months Ended
	Sep. 30, 2022
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. The information furnished reflects all adjustments, consisting only of normal recurring items which are, in the opinion of management, necessary in order to make the financial statements not misleading. The unaudited financial statements for the three months ended September 30, 2022, are not necessarily indicative of the results for the remainder of the fiscal year. As such, the information included in the condensed consolidated financial statements for the three months ended September 30, 2022, 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, 2022, 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 September 30, 2022 and June 30, 2022 the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s consolidated statement of operations.
PRINCIPALS OF CONSOLIDATION	PRINCIPALS OF CONSOLIDATION - The consolidated financial statements include the accounts of The Healing Company and its 100% controlled subsidiaries, NOEO GmBH, NOEO, Inc., HLCO Borrower LLC and Your Super HLCO, LLC. All significant intercompany balances and transactions have been eliminated. ”The Healing Company”, the “Company”, “we”, “our” or “us” is intended to mean The Healing Company, including the subsidiaries indicated above, unless otherwise indicated.
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 The table below reflects the potentially dilutive securities at each reporting period: September 30, 2022 September 30, 2021 Seed Preferred stock (Convertible to Common stock 1:1) 4,660,000 - Seed Preferred warrants (Convertible to Common stock 1:1) 1,300,123 - Common stock warrants 1,500,000 - Stock options 3,391,250 - Total 10,851,373 -
STOCK-BASED COMPENSATION	STOCK-BASED COMPENSATION – The Company accounts for stock option awards granted to employees, non-employees, and directors using the accounting guidance in ASC 718 “Stock Compensation” (“ASC 718”). In accordance with ASC 718, we estimate the fair value of service-based options and performance-based options on the date of grant, using the Black-Scholes pricing model. We recognize compensation expense for stock option awards over the requisite or implied service period of the grant. Compensation expense is recognized on a straight-line method over the requisite service period. Forfeitures are accounted for as they occur.
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 instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of September 30, 2022 and June 30, 2022 the Company had $2,453,398 and $6,241,937 in excess of the FDIC insured limit, respectively.
FINANCIAL INSTRUMENT	FINANCIAL INSTRUMENTS - The Company’s financial instruments consist principally of other assets consisting of a loan receivable, 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. The Company believes 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, all of which are short term. 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.
REVENUE RECOGNITION	REVENUE RECOGNITION - The Company follows ASC 606, Revenue from Contracts with Customers
FOREIGN CURRENCY TRANSLATION	FOREIGN CURRENCY TRANSLATION - The Company uses the U.S. Dollar as the reporting currency for its financial statements. Functional currency is the currency of the primary economic environment in which an entity operates. The functional currency of the Company’s wholly owned subsidiary, NOEO, is the Euro. Assets and liabilities of the Company’s subsidiary are translated into U.S. Dollars at period-end foreign exchange rates, and revenues and expenses are translated at average rates prevailing throughout the period. Translation adjustments are included in “Accumulated other comprehensive income” as a separate component of stockholders’ equity, and in the “Effect of exchange rate changes on cash and cash equivalents,” on the Company’s consolidated statements of cash flows. Transaction gains and losses including intercompany transactions denominated in a currency other than the functional currency of the entity involved are included in “General and Administrative” expenses on the Company’s consolidated statements of operations.
INVENTORY	INVENTORY - Inventory acquired with the purchase of NOEO consists of finished goods and is valued at the lower of cost or market value, with cost determined using First-In-First-Out Method. During the year ended June 30, 2022, the Company fully impaired inventory on hand in the amount of $7,938.
INTANGIBLE ASSETS	INTANGIBLE ASSETS - The Company generally recognizes assets for brand recognition, trade secret product formulations, and intellectual property such as finite-lived trade names. Finite-lived intangible assets are carried at acquisition cost less accumulated amortization. Such amortization is recorded on a straight-line basis over the estimated useful lives of the respective assets. Amortization for trade names is recognized in sales and marketing expenses. In the year ended June 30, 2022, the Company recorded assets acquired from the acquisition of NOEO of approximately $141,925 and expended a further $10,714 on trademark registration. Intangible assets acquired with NOEO included intellectual property and trademarks, an ecommerce website and branding recognition. The Company initially records acquired intangible assets at their estimated fair values and management reviews these assets periodically for impairment. During the year ended June 30, 2022, the Company recorded impairment of intangible assets of $138,366. As of September 30, 2022, intangible assets on the balance sheet totaled $8,318, net of the costs of a previous filed trademark application abandoned in the quarter in the amount of $2,396.
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.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Sep. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
Schdule of potentially dilutive securities	September 30, 2022 September 30, 2021 Seed Preferred stock (Convertible to Common stock 1:1) 4,660,000 - Seed Preferred warrants (Convertible to Common stock 1:1) 1,300,123 - Common stock warrants 1,500,000 - Stock options 3,391,250 - Total 10,851,373 -

ACQUISITION (Tables)

ACQUISITION (Tables)	3 Months Ended
	Sep. 30, 2022
ACQUISITION (Tables)
Schedule Of ACQUISITION	March 10, 2022 Cash and cash equivalent $ 8,490 Inventory 8,145 Prepaid expenses 69,153 Recoverable value added tax 21,507 Intangible assets 67,530 Accounts payable and accrued liabilities (33,295 ) Advances and accounts payable, related party (8,065 ) Loan payable, related party (158,190 ) Net assets (24,725 ) Consideration: Cash purchase 28,290 Additions to intangible assets $ 53,015

INTANGIBLE ASSETS (Tables)

INTANGIBLE ASSETS (Tables)	3 Months Ended
	Sep. 30, 2022
INTANGIBLE ASSETS
Schedule of intangible assets	Intangible assets, June 30, 2021 Additions: Intangible assets acquired from NOEO, March 10, 2022 $ 141,925 Tradenames and other intangibles 10,714 Impact of foreign exchange (3,559 ) Impairment of intangible assets, NOEO (138,366 ) Total, June 30, 2022 $ 10,714 Abandoned Trademark application (2,396 ) Total, September 30, 2022 $ 8,318

STOCK BASED COMPENSATION (Table

STOCK BASED COMPENSATION (Tables)	3 Months Ended
	Sep. 30, 2022
STOCK BASED COMPENSATION
Schdule of granted Stock options and Stock awards	Type Role Number of shares/options Exercise Price /FMV Vesting start Date Vesting Schedule * Term Stock Award Executive 1,250,000 $ 3.75 06/06/2022 A N/A Stock Award Management 200,000 $ 3.75 04/04/2022 A N/A Stock Award Executive Support 150,000 $ 3.75 11/27/2021 A N/A Stock Award Executive 1,000,000 $ 3.75 09/01/2021 A N/A Stock Award Management 250,000 $ 3.75 09/01/2021 F N/A Stock Award Advisor 250,000 $ 3.75 04/01/2022 G N/A Stock Award Executive 600,000 $ 3.75 07/05/2022 A N/A Total 3,700,000 Stock Option Management 1,000,000 $ 0.001 01/01/2022 A 10 years Stock Option Advisor 300,000 $ 0.001 09/01/2021 D 10 years Stock Option Recruitment Agency 16,250 $ 0.001 06/05/2022 B 10 years Stock Option Marketing Agency 275,000 $ 0.001 04/13/2022 C 10 years Stock Option Board Director 125,000 $ 0.001 12/28/2021 H 10 years Stock Option Board Director 125,000 $ 0.001 01/01/2022 H 10 years Stock Option Brand Strategy Advisor 125,000 $ 0.001 09/07/2021 I 10 years Stock Option IR/PR Agency 1,000,000 $ 0.001 01/10/2022 J 5 years Stock Option Chief Scientific Advisor 200,000 $ 0.001 12/28/2021 K 10 years Stock Option Marketing strategy 100,000 $ 0.001 08/01/2022 E 10 years Stock Option Financial Advisor 125,000 $ 0.001 09./01/2022 H 10 years Total 3,391,250
Schedule of stock award activites	Number of shares Weighted Average Grant Date Fair Value Per Share Weighted Average Remaining Recognition Period (Years) Nonvested at June 30, 2021 - $ - - Granted 3,100,000 $ 3.75 1.95 Vested (218,750 ) $ 3.75 - Forfeited - $ - - Nonvested at June 30, 2022 2,881,250 $ 3.75 1.66 Granted 600,000 $ 3.75 4.00 Vested (583,333) $ 3.75 - Forfeited - - - Nonvested at September 30, 2022 2,897,917 $ 3.75 1.68 Number of Shares Weighted Average Exercise Price Weighted Average Remaining Term in Years Aggregate Intrinsic Value Outstanding at June 30, 2021 - $ - - $ - Granted 3,166,250 $ 0.001 10 - Exercised - - - - Cancelled - - - - Outstanding at June 30, 2022 3,166,250 $ 0.001 7.60 $ - Granted 225,000 $ 0.001 10 - Exercised - - - - Cancelled - - - - Options exercisable at September 30, 2022 685,000 $ 0.001 7.52 $ -

WARRANTS (Tables)

WARRANTS (Tables)	3 Months Ended
	Sep. 30, 2022
WARRANTS
Schedule of Warrant to purchase Seed Preferred Stock transactions	Number of shares Weighted Average Exercise Price ($) Weighted Average Remaining Recognition Period (Years) Balance, June 30, 2022 - $ - - Warrants issued 1,300,123 $ 2.00 7 Warrants expired - $ - - Balance, September 30, 2022 1,300,123 $ 2.00 6.83 Number of Warrants Exercise Price ($) Expiry Date 1,300,123 2.00 August 04, 2029
Schdule of Warrants to purchase Common Stock	Number of shares Weighted Average Exercise Price ($) Weighted Average Remaining Recognition Period (Years) Nonvested at June 30, 2022 - $ - - Granted 1,500,000 $ 2.00 7 Vested - - - Forfeited - - - Nonvested at September 30, 2022 1,500,000 $ 2.00 6.92

DESCRIPTION OF BUSINESS, HISTOR

DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)			1 Months Ended
	Sep. 09, 2022	Mar. 10, 2022	Jan. 31, 2021	Sep. 30, 2022	Sep. 27, 2022	Aug. 04, 2022	Jul. 08, 2022	Jun. 30, 2022	Sep. 30, 2021	Jan. 25, 2021
Preferred stock, shares authorized							5,000,000
Preferred stock, shares authorized				10,000,000				10,000,000
Preferred stock, shares authorized increase							7,800,000
Common stock, shares authorized				290,000,000				290,000,000
Common stock, shares issued				47,704,920				44,004,920
Common stock par value				$ 0.001				$ 0.001
Common stock, shares outstanding				47,704,920				44,004,920
Preferred Stock designated Shares				7,800,000				7,800,000
Preferred stock, par value				$ 0.001				$ 0.001
NOEO GmbH [Member]
Cash consideration		$ 28,290
Ownership percentage acquisred		100%
On October 7, 2021 [Member]
Preferred stock, shares authorized				10,000,000
Common stock, shares authorized				290,000,000
Common stock par value				$ 0.001
Preferred Stock designated Shares				5,000,000
Preferred stock, par value				$ 0.001
On July 8, 2022 [Member]
Preferred stock, shares authorized							5,000,000
Preferred stock, shares authorized increase							7,800,000
Director And Major Shareholder [Member]
Common stock, shares authorized				300,000,000
Common stock, shares issued				44,000,000	3,700,000				11,000,000
Common stock par value				$ 0.001
Common stock, shares outstanding				44,000,000					11,000,000
Anabel Olemann, Director [Member] | NOEO GmbH [Member]
Cash consideration		$ 29,800
Ownership percentage acquisred		100%
The Healing Company Inc [Member]
Exercise						$ 2
Credit facility						$ 75,000,000
Credit facility increased						$ 150,000,000
Vested warrants						1,300,123
Cash payment	$ 2,000,000
Warrant to purchase	1,500,000
Warrant to purchase description	This warrant will begin to vest on the one-year anniversary of the closing of the purchase of the Loan with 12.5% of the Warrant amount (187,500 shares) vesting on that date and the remaining portion of the Warrant vesting in seven quarterly installments of 187,500 shares each over the next seven quarters.
Astutia Venture Capital AG [Member]
Common stock, shares outstanding										32,000,000
Cash Consideration				$ 300,000
Sale of stock			32,000,000
Sale of stock represent in percetage			73%

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	Sep. 30, 2022 shares
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
Seed Preferred stock (Convertible to Common stock 1:1)	4,660,000
Seed Preferred warrants (Convertible to Common stock 1:1)	1,300,123
Common stock warrants	1,500,000
Stock options	3,391,250
Total	10,851,373

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended
	Sep. 30, 2022	Jun. 30, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
Impaired on hand inventory	$ 7,938
Assets acquired	141,925
Intangible assets	8,318
Trademark application	2,396
Trademark registration assets	10,714
Impairment of intangible assets	138,366
Federal Deposit Insurance Corporation ("FDIC")	250,000
Excess of insured limit	$ 2,453,398	$ 6,241,937

GOING CONCERN (Details Narrativ

GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended	12 Months Ended
	Sep. 30, 2022	Jun. 30, 2021
GOING CONCERN (Details Narrative)
Sale of seed preferred stock per share	$ 2
Working capital	$ 4,297,339
Subscription agreements amount	10,000,000
Subscription agreement received	$ 9,320,000
Sale of seed preferred stock	500,000
Proceeds from preferred stock	$ 100,000
Subscription agreement remaining amount	$ 680,000
Sale of seed preferred stock per share	$ 2
Aggregate principal amount of term loan commitments	$ 150,000,000	$ 75,000,000

ACQUISITION (Details)

ACQUISITION (Details) - NOEO GmbH [Member]	Mar. 10, 2022 USD ($)
Cash and cash equivalent	$ 8,490
Inventory	8,145
Prepaid expenses	69,153
Recoverable value added tax	21,507
Intangible assets	67,530
Accounts payable and accrued liabilities	(33,295)
Advances and accounts payable, related party	(8,065)
Loan payable, related party	(158,190)
Net assets	(24,725)
Consideration: Cash purchase	28,290
Additions to intangible assets	$ 53,015

ACQUISITION (Details Narrative)

ACQUISITION (Details Narrative) - USD ($)		3 Months Ended
	Mar. 10, 2022	Sep. 30, 2022
Impairment of intangible assets		$ 138,366
NOEO GmbH [Member]
Ownership percentage acquisred	100%
Impairment of intangible assets		$ 138,366
Cash consideration	$ 28,290

INTANGIBLE ASSETS (Details)

INTANGIBLE ASSETS (Details)	Sep. 30, 2022 USD ($)
INTANGIBLE ASSETS (Details)
Intangible assets acquired from NOEO, March 10, 2022	$ 141,925
Tradenames and other intangibles	10,714
Impact of foreign exchange	(3,559)
Impairment of intangible assets, NOEO	138,366
Total, June 30, 2022	10,714
Abandoned Trademark application	(2,396)
Toatl intangible assets	$ 8,318

INTANGIBLE ASSETS (Details Narr

INTANGIBLE ASSETS (Details Narrative)	Sep. 30, 2022 USD ($)
INTANGIBLE ASSETS (Details)
Abandoned Trademark application	$ (2,396)

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)					1 Months Ended				3 Months Ended		9 Months Ended	12 Months Ended
	Jun. 02, 2022	Mar. 10, 2022	Jan. 10, 2022	May 01, 2021	Mar. 23, 2022	Feb. 16, 2022	Nov. 27, 2021	Jul. 16, 2021	Sep. 30, 2022	Sep. 30, 2021	Mar. 31, 2022	Jun. 30, 2022	Jun. 30, 2021	Sep. 01, 2022	Nov. 01, 2021	Jan. 25, 2021
Advances payable													$ 203,615
Stock-based compensation expense												$ 530,137
Due to related party									$ 2,936			$ 3,143
Due to related party									$ 0	$ 392,145
Common stock, shares outstanding									47,704,920			44,004,920
Amit Kapur, CFO [Member]
Stock-based compensation expense									$ 295,376			$ 80,265
Award vests on the one-year anniversary	25%
Annual fee	$ 300,000
Expense									2,075
Shares issued of restricted common stock	1,250,000
Kay Koplovitz, Chairperson of the Board [Member]
Stock-based compensation expense									$ 57,656			117,187
Restricted stock award agreement									250,000
Accrued amount									$ 12,500
Annual fee					$ 50,000							$ 12,500
Shares vested as second anniversary of the Vesting Start Date					100%
Vested stock options												31,250
Option to purchase share common shares					250,000
Exercise price per share					$ 0.001
NOEO GmbH [Member]
Ownership interest acquired		100%
Cash consideration		$ 28,290
NOEO [Member] | Maturity One [Member]
Interest rate		5%
Maturity date		Dec. 31, 2022
Astutia Venture Capital AG [Member]
Due to related party																$ 10
Payment made											$ 29,999
Due to related party											$ 154,401
Common stock, shares outstanding																32,000,000
Jeffrey Taylor [Member]
Due to related party																$ 173,616
Lee Larson Elmore [Member]
Due to related party									1,000				2,000
Payment made to related party									1,800
Invoiced rate															$ 5,000
Cash Consideration				$ 60,000
Invoiced amount												$ 40,720	62,000
Monthly fee				$ 1,000
Stock compensation				15,000
Share price per shares				$ 4
Accrued expenses													60,000
W A O W Advisory Group Gmbh [Member]
Due to related party												173,616
Additional proceeds from related party												402,467
Accrued and unpaid interest									7,239			5,771
Proceeds from subscription receivable												680,000	$ 4,280,000
Cash proceeds from aforementioned subscription												$ 3,600,000
Shares issued of seed preferred stock												1,800,000
Remaining subscribed seed preferred stock shares												340,000
Purchase aggreement of unregistered shares of Seed Preferred stock													2,140,000
Unregistered shares of Seed Preferred stock par value													$ 2
Anabel Olemann, Director [Member] | NOEO GmbH [Member]
Accounts payable, related parties, in respect to expense reimbursements												$ 1,027
Ownership interest acquired		100%
Cash consideration		$ 29,800
Simon Belsham, CEO, President And Director [Member]
Stock-based compensation expense	$ 117,187								236,301			778,253
Annual compensation one and two year							$ 400,000		283,562
Annual compensation year three							500,000
Signing bonus							75,000
Bonus year one							100,000
Bonus year two							$ 200,000
Reimbursement of expenses									$ 4,399
Shares acquired														2,500,000
Excercise price per share														$ 0.001
Vested stock awards									31,250,000,000
Restricted share issued							1,000,000
Award vests on the one-year anniversary							25%
Steven Bartlett, Director [Member]
Stock-based compensation expense												115,312
Annual fee						$ 37,500						$ 18,750
Vested stock options			300,000									31,250
Option to purchase share common shares						125,000
Exercise price per share						$ 0.001
Non statutory stock options			1,000,000
Further Vested stock options			700,000
FSL paid for service rendered			$ 30,000						$ 65,675			$ 109,178
Marketing service rendered												88,459
Option Shares vesting						12.50%
Poonacha Machaiah, Director [Member]
Stock-based compensation expense												$ 115,312
Annual fee								$ 37,500
Vested stock options												31,250
Option to purchase share common shares								125,000
Exercise price per share						$ 0.001		$ 0.001
Option Shares vesting						12.50%		12.50%
Accounts payable, related parties, accrued												$ 15,625

STOCKHOLDERS EQUITY (DEFICIT) (

STOCKHOLDERS EQUITY (DEFICIT) (Details Narrative) - USD ($)		3 Months Ended
	Mar. 07, 2022	Sep. 30, 2022	Jul. 08, 2022	Jun. 30, 2022	Oct. 07, 2021	Apr. 29, 2021
Preferred stock, shares authorized			5,000,000
stock awards		3,700,000
Preferred stock, shares authorized increase			7,800,000
Common stock, shares issued		47,704,920		44,004,920
Common stock, shares outstanding		47,704,920		44,004,920
Common stock, par value		$ 0.001		$ 0.001
Common stock, shares authorized		290,000,000		290,000,000
Preferred Stock designated Shares		7,800,000		7,800,000
Preferred stock, par value		$ 0.001		$ 0.001
Preferred stock, shares issued		4,660,000		4,660,000
Preferred stock, shares outstanding		4,660,000		4,660,000
Preferred stock, shares authorized		10,000,000		10,000,000
Proceeds from sale of preferred stock		$ 100,000
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 designated Shares					5,000,000
Preferred stock, par value					$ 0.001
Seed Preferred Stock 1 [Member]
Preferred Stock designated Shares		5,000,000
Preferred stock, par value		$ 2
Description of share holders rights and powers		Any of the rights, powers, preferences and other terms of our Seed Preferred Shares may be waived on behalf of all holders of Seed Preferred Shares by the affirmative written consent or vote of the holders of at least 51% of the Seed Preferred Shares then outstanding.
Preferred stock, shares issued		4,660,000
Preferred stock, shares outstanding		4,660,000
Preferred stock, shares authorized					10,000,000
Sale of stock		5,000,000
Proceeds from sale of preferred stock		$ 10,000,000
Preferred stock subscription received		$ 9,320,000
Seed preferred stock issued		680,000
Definitive Agreements with 41 Non-U.S. Persons [Member]
Share sold	4,920
Share sold value	$ 9,840
Common stock, shares issued	4,920	47,704,920		44,004,920
Common stock, shares outstanding		47,704,920		44,004,920
Common stock, par value	$ 2

STOCK BASED COMPENSATION (Detai

STOCK BASED COMPENSATION (Details) - $ / shares	3 Months Ended	12 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Jun. 30, 2021
Number of shares	3,391,250
Number of Stock Award	3,700,000
Exercise Price	$ 0.001	$ 0.001	$ 0
Term	7 years 6 months 7 days	7 years 7 months 6 days
Number of shares	685,000	3,166,250	0
Stock Option #10 [Member]
Number of shares	100,000
Role	Marketing strategy
Exercise Price	$ 0.001
Vesting start date	08/01/2022
Term	10 years
Stock Option #11 [Member]
Number of shares	125,000
Role	Financial Advisor
Exercise Price	$ 0.001
Vesting start date	09./01/2022
Term	10 years
Stock Option #2 [Member]
Number of shares	300,000
Role	Advisor
Exercise Price	$ 0.001
Vesting start date	09/01/2021
Term	10 years
Stock Option #3 [Member]
Number of shares	16,250
Role	Recruitment Agency
Exercise Price	$ 0.001
Vesting start date	06/05/2022
Term	10 years
Stock Option #4 [Member]
Number of shares	275,000
Role	Marketing Agency
Exercise Price	$ 0.001
Vesting start date	04/13/2022
Term	10 years
Stock Option #5 [Member]
Number of shares	125,000
Role	Board Director
Exercise Price	$ 0.001
Vesting start date	12/28/2021
Term	10 years
Stock Option #6 [Member]
Number of shares	125,000
Role	Board Director
Exercise Price	$ 0.001
Vesting start date	01/01/2022
Term	10 years
Stock Option #7 [Member]
Role	Brand Strategy Advisor
Exercise Price	$ 0.001
Vesting start date	09/07/2021
Term	10 years
Number of shares	125,000
Stock Option #8 [Member]
Role	IR/PR Agency
Exercise Price	$ 0.001
Vesting start date	01/10/2022
Term	5 years
Number of shares	1,000,000
Stock Option #9 [Member]
Role	Chief Scientific Advisor
Exercise Price	$ 0.001
Vesting start date	12/28/2021
Term	10 years
Number of shares	200,000
Stock Award #7 [Member]
Role	Executive
Exercise Price	$ 3.75
Vesting start date	07/05/2022
Number of shares	600,000
Stock Award #1 [Member]
Role	Executive
Exercise Price	$ 3.75
Vesting start date	06/06/2022
Number of shares	1,250,000
Stock Option #1 [Member]
Number of shares	1,000,000
Role	Management
Exercise Price	$ 0.001
Vesting start date	01/01/2022
Term	10 years
Stock Award #2 [Member]
Role	Management
Exercise Price	$ 3.75
Vesting start date	04/04/2022
Number of shares	200,000
Stock Award #3 [Member]
Role	Executive Support
Exercise Price	$ 3.75
Vesting start date	11/27/2021
Number of shares	150,000
Stock Award #4 [Member]
Role	Executive
Exercise Price	$ 3.75
Vesting start date	09/01/2021
Number of shares	1,000,000
Stock Award #5 [Member]
Role	Management
Exercise Price	$ 3.75
Vesting start date	09/01/2021
Number of shares	250,000
Stock Award #6 [Member]
Role	Advisor
Exercise Price	$ 3.75
Vesting start date	04/01/2022
Number of shares	250,000

STOCK BASED COMPENSATION (Det_2

STOCK BASED COMPENSATION (Details 1) - $ / shares	3 Months Ended	12 Months Ended
	Sep. 30, 2022	Jun. 30, 2022
STOCK BASED COMPENSATION (Details)
Nonvested, Beginning Balance	2,881,250	0
Nonvested, Forfeited	0	0
Nonvested, Granted	600,000	3,100,000
Nonvested, Vested	(583,333)	(218,750)
Nonvested, Ending Balance	2,897,917	2,881,250
Nonvested, Weighted Average Grant Date Fair Value Per Share, Begginning Balance	$ 3.75	$ 0
Nonvested, Weighted Average Grant Date Fair Value Per Share, Granted	3.75	3.75
Nonvested, Weighted Average Grant Date Fair Value Per Share, Vested	3.75	3.75
Nonvested, Weighted Average Grant Date Fair Value Per Share, Forfeited	0	0
Nonvested, Weighted Average Grant Date Fair Value Per Share, Ending Balance	$ 3.75	$ 3.75
Nonvested, Weighted Average Remaining Recgnition Period (Years). Granted	4 years	1 year 11 months 12 days
Nonvested, Weighted Average Remaining Recgnition Period (Years)	1 year 7 months 28 days	1 year 8 months 4 days

STOCK BASED COMPENSATION (Det_3

STOCK BASED COMPENSATION (Details 2) - USD ($)	3 Months Ended	12 Months Ended
	Sep. 30, 2022	Jun. 30, 2022
STOCK BASED COMPENSATION (Details)
Outstanding, Beginning Balance	3,166,250	0
Cancelled	0	0
Granted	225,000	3,166,250
Exercised	0	0
Outstanding, Ending Balance	685,000	3,166,250
Options exercisable		621,875
Weighted Average Exercise Price, Beginning Balance	$ 0.001	$ 0
Weighted Average Exercise Price, Granted	0.001	0.001
Weighted Average Exercise Price, Exercised	0	0
Weighted Average Exercise Price, Cancelled	0	0
Weighted Average Exercise Price, Ending Balance	$ 0.001	0.001
Weighted Average Exercise Price, Exercisable		$ 0.001
Weighted Average Remaining Term in Years. Granted	10 years	10 years
Weighted Average Remaining Term in Years. Outstanding	7 years 6 months 7 days	7 years 7 months 6 days
Weighted Average Remaining Term in Years. Exercisable		9 years 9 months 22 days
Aggregate Intrinsic Value, Outstanding		$ 0
Aggregate Intrinsic Value, Exercisable		$ 0

STOCK BASED COMPENSATION (Det_4

STOCK BASED COMPENSATION (Details Narrative) - USD ($)		3 Months Ended
	Jan. 10, 2022	Sep. 30, 2022
Dividend yield		0%
Option shares	300,000
Services Agreement shares	100,000
common stock on sustained market capitalization		200,000
Assuming average daily trading volume	100,000
Sustained market capitalization		$ 400,000,000
Vesting Percentage		2%
Stock-based compensation expenses		$ 10,956,215
Unamortized compensation expense		$ 1,033,404
Risk-free interest rate		3.26%
Expected term Minimum		5 years
Expected term Maximum		10 years
Expected volatility		62.49%
Weighted average period		2 years
First Three Months Anniversary [Member]
Vesting Percentage		25%
Second Three Months Anniversary [Member]
Vesting Percentage		25%
Three Months Anniversary [Member]
Vesting Percentage		2%
Four Three Months Anniversary [Member]
Vesting Percentage		12.50%
Restricted Stock [Member]
Vesting Percentage		25%
Vesting Period		4 years
Shares vested upon issuance of option		100,000
Restricted Stock [Member] | Upon Achieving First Target [Member]
Additional shares vested upon achieving certain revenue		25,000
Achieved revenue		$ 500,000
Additional Shares		50,000
vesting upon achieving		$ 2,000,000
Revenue and an additional Shares		100,000
vesting upon achieving revenue		$ 10,000,000
Vested Award [Member]
Stock-based compensation expenses		3,442,847
Unamortized compensation expense		$ 8,479,321
Weighted average period		7 years 6 months

WARRANTS (Details)

WARRANTS (Details) - $ / shares	3 Months Ended	12 Months Ended
	Sep. 30, 2022	Jun. 30, 2022
Outstanding, Beginning Balance	3,166,250	0
Outstanding, Ending Balance	685,000	3,166,250
Weighted Average Exercise Price, Beginning Balance	$ 0.001	$ 0
Weighted Average Exercise Price, Ending Balance	$ 0.001	$ 0.001
Weighted Average Remaining Term in Years. Outstanding	7 years 6 months 7 days	7 years 7 months 6 days
Warrants Member
Outstanding, Beginning Balance	0
Number of share warrants issued	1,300,123
Warrants expired	0
Outstanding, Ending Balance	1,300,123	0
Weighted Average Exercise Price, Beginning Balance	$ 0
Weighted Average Exercise Price, Warrants issued	2
Weighted Average Exercise Price, Warrants expired	0
Weighted Average Exercise Price, Ending Balance	$ 2	$ 0
Weighted Average Remaining Term in Years, Warrants issued	7 years
Weighted Average Remaining Term in Years. Outstanding	6 years 9 months 29 days

WARRANTS (Details 1)

WARRANTS (Details 1) - Warrants Member	3 Months Ended
	Sep. 30, 2022 $ / shares shares
Number | shares	1,300,123
Exercise price | $ / shares	$ 2
Expiry Date	August 04, 2029

WARRANTS (Details2)

WARRANTS (Details2) - $ / shares	3 Months Ended	12 Months Ended
	Sep. 30, 2022	Jun. 30, 2022
Weighted Average Exercise Price, Beginning Balance	$ 0.001	$ 0
Weighted Average Exercise Price, Granted	0.001	0.001
Weighted Average Exercise Price, Ending Balance	$ 0.001	$ 0.001
Weighted Average Remaining Term in Years. Outstanding	7 years 6 months 7 days	7 years 7 months 6 days
Warrants to purchase Common Stock
Nonvested, Beginning Balance	0
Granted	1,500,000
Vested	0
Forfeited	0
Nonvested, Ending Balance	1,500,000	0
Weighted Average Exercise Price, Beginning Balance	$ 0
Weighted Average Exercise Price, Granted	2
Weighted Average Exercise Price, Ending Balance	$ 2	$ 0
Weighted Average Remaining Term in Years. Outstanding	7 years
Weighted Average Remaining Term in Years. Outstanding	6 years 11 months 1 day

WARRANTS (Details Narrative)

WARRANTS (Details Narrative) - USD ($)			3 Months Ended
	Sep. 09, 2022	Aug. 04, 2022	Sep. 30, 2022
Dividend yield			0%
Warrants to purchase Common Stock
Expected term		7 years
Warrants issued		1,300,123
Exercise price		$ 2
Risk-free interest rate		2.73%
Volatility		62.56%
Dividend yield		0%
Financing costs			$ 3,627,980
Warrants to purchase Common Stock 1
Total warrants value	$ 3,910,320
Warrants description			This warrant will begin to vest on the one-year anniversary of the closing of the purchase of the Loan with 12.5% of the Warrant amount (187,500 shares) vesting on that date and the remaining portion of the Warrant vesting in seven quarterly installments of 187,500 shares each over the next seven quarters.
Restricted shares	1,500,000
Expected term	7 years
Dividend yield			0%
Exercise price	$ 2
Risk-free interest rate	3.44%
Warrants to purchase Common Stock 1 | MinimumMember
Volatility	67.44%
Warrants to purchase Common Stock 1 | Maximum Member
Volatility	69.38%

COMMITMENTS (Details Narrative)

COMMITMENTS (Details Narrative) - USD ($)

1 Months Ended

3 Months Ended

8 Months Ended

9 Months Ended

12 Months Ended

Sep. 03, 2022

Aug. 04, 2022

Aug. 01, 2022

Jul. 28, 2022

Mar. 23, 2022

Jan. 18, 2022

Nov. 27, 2021

Sep. 30, 2022

Jun. 30, 2022

Sep. 30, 2022

Sep. 30, 2022

Jun. 30, 2022

Mar. 23, 2023

Sep. 01, 2022

Dec. 28, 2021

Stock based compensation expense

$ 530,137

Mint Performance Marketing [Member]

Non statutory stock options issued

275,000

Stock based compensation expense

375,000

Description of agreement

In addition, under the terms of the agreement Mint is entitled to a 5% share of any future Shopify s-store revenue associated with developed content, net of returns and promotions

Annual fee paid

$ 35,000

Options vested

100,000

Market Hire LLC [Member]

Fee of individual talent

$ 1,500

Fee

$ 20,000

Ray Ros Holding LLC [Member]

Marketing strategy and assessment rate per month

$ 5,000

Excercise price

$ 0.001

Options vested quarter

25%

Non statutory stock options issued

100,000

Stock based compensation expense

$ 46,875

HLCO Borrower [Member]

Excercise price

$ 2

Minimum principal amount

$ 400,000

Interest rate

12%

Compnay credit facility description

credit agreement (the “Agreement”) with certain lenders (the “Lenders”) who agreed to extend a credit facility to the Company consisting of up to $75,000,000 (which amount may be increased up to $150,000,000 in accordance with the terms of the Agreement)

Upfront fee paid

562,500

Quarterly fee

12,500

Minimum funding drawn

50

Finance cost

$ 562,500

Preferred stock issue

1,300,123

Lee Forester [Member]

Excercise price

$ 0.001

Non statutory stock options issued

125,000

Stock based compensation expense

19,219

Advisory rate per month

$ 3,125

KET Consulting LLC [Member]

Annual compensation

240,000

$ 240,000

$ 240,000

KET Consulting LLC [Member] | Equity Incentive Plan [Member]

Non statutory stock options issued

1,000,000

Stock based compensation expense

236,301

$ 464,897

Exercisable price, per share

$ 0.001

Vesting term

18 years

Vesting percentage

25%

Kelly Zuar [Member]

Stock based compensation expense

35,445

$ 83,219

Restricted common stock issued

150,000

Restricted common stock at fair market value

$ 3.75

Salary

$ 105,000

Deepak Chopra LLC [Member]

Stock based compensation expense

93,750

$ 187,500

Donation paid

$ 50,000

Stock options granted

200,000

Cash Consideration

$ 12,500

Options term, in years

10 years

Options fully vested

25%

options issued

50,000

R Agency [Member]

Consideration for the services to be provided, per month

$ 15,750

Agreement expire date

Jul. 16, 2022

LOAN PURCHASE AND SALE AGREEM_2

LOAN PURCHASE AND SALE AGREEMENT (Details Narrative) - USD ($)		3 Months Ended
	Sep. 09, 2022	Sep. 30, 2022
Other assets		$ 2,000,000
CircleUp Credit Advisors LLC [Member]
Cash proceeds		$ 2,000,000
Warrant outstanding	187,500
Percentage of warrant amount	12.50%
Warrant vested quaterly installment		187,500
Unpaid interest	$ 7,614,000
Warrant value	$ 3,910,320
Restricted Stock [Member]
Warrants to purchase shares	1,500,000

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)			3 Months Ended
	Oct. 13, 2022	Oct. 07, 2022	Sep. 30, 2022	Oct. 27, 2022	Jun. 30, 2022
Preferred stock			4,660,000		4,660,000
Preferred stock, par value			$ 0.001		$ 0.001
Proceeds from preferred stock			$ 100,000
SubsequentEvent [Member]
Proceeds from preferred stock		$ 1,000,000
SubsequentEvent [Member] | Your Super, Inc [Member]
Loan Received				$ 3,000,000
Warrant shares incresed				1,300,123
Collateral assets loan				$ 3,000,000
SubsequentEvent [Member] | Purchase Agreements [Member]
Purchase transaction descripion	(i) 3,200,000 shares of HLCO common stock (the “Buyer Shares”) valued at $2.50 per share for an aggregate value of $8 million and (ii) the forgiveness of $7,614,444.40 of outstanding debt of the Seller owed to HLCO (the “Loan Obligation”). The Loan Obligation was originally an obligation of the Seller to CircleUp Credit Advisors LLC. HLCO acquired the Loan Obligation from CircleUp Advisors LLC on September 9, 2022, for cash consideration of $2,000,000 and a seven-year warrant to purchase up to 1,500,000 shares of HLCO common stock at an exercise price of $2.00 per share.
SubsequentEvent [Member] | Seed Preferred Shares [Member] | Your Super, Inc [Member]
Preferred stock				1,560,148
SubsequentEvent [Member] | Seed Preferred Shares [Member] | MinimumMember
Subscribed share		100,000
SubsequentEvent [Member] | Seed Preferred Shares [Member] | MaximumMember
Subscribed share		$ 1,000,000
SubsequentEvent [Member] | Seed Preferred Shares [Member]
Share sold		500,000
Price per share		$ 2
Preferred stock, par value		$ 0.001