The Healing Company Inc. (HLCO) 10-Q/A 1 Mar 23 2023 Q2 Quarterly report (amended) Financial data

Cover

Cover - shares	6 Months Ended
	Dec. 31, 2022	Feb. 28, 2023
Cover [Abstract]
Entity Registrant Name	THE HEALING COMPANY INC.
Entity Central Index Key	0001441082
Document Type	10-Q/A
Amendment Flag	true
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	Dec. 31, 2022
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
Entity Common Stock Shares Outstanding		50,979,920
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 Interactive Data Current	Yes
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
Amendment Description	The sole purpose of this Amendment No. 1 to the Quarterly Report on Form 10-Q (the “Form 10-Q”) of The Healing Company, Inc., for the quarterly period ended December 31, 2022, filed with the Securities and Exchange Commission on February 28, 2023, is to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T.  Exhibit 101 to the Form 10-Q provides the condensed consolidated financial statements and related notes from the Form 10-Q formatted in iXBRL (Inline eXtensible Business Reporting Language).

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Jun. 30, 2022
Current Assets
Cash and cash equivalents	$ 4,308	$ 6,492
Accounts receivable, net	414	0
Prepaid expenses	664	85
Inventory, net	4,111	0
Advances to vendors	123	0
Other current assets	10	0
Total Current Assets	9,630	6,577
Property and equipment	66	0
Intangible assets, net	2,183	11
Goodwill	3,767	0
Security deposits	3	0
Deferred income tax	5	0
Total Assets	15,654	6,588
Current Liabilities
Accounts payable and accrued expenses	6,451	256
Accounts payable - related party	142	38
Contract liabilities	1,043	0
Loan	3,000	0
Loan payable - related party	169	165
Advances payable - related parties	3	3
Other current liability	404	8
Sales tax payable	73	0
Total Current Liabilities	11,285	470
Total Liabilities	11,285	470
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 4,710,000 and 4,660,000 are issued and outstanding as of December 31, 2022, and June 30, 2022, respectively	5	5
Common Shares - 290,000,000 authorized, $0.001 par value, 50,904,920 and 44,004,920 shares issued and outstanding as at December 31, 2022 and June 30, 2022, respectively	51	44
Additional Paid in Capital	33,670	14,653
Deferred compensation	(10,083)	0
Accumulated Deficit	(18,895)	(8,591)
Other Comprehensive (Loss) Income	(379)	(7)
Total Stockholders' Equity	4,369	6,118
Total Liabilities and Stockholders' Equity	$ 15,654	$ 6,588

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2022	Jun. 30, 2022
Condensed Consolidated Balance Sheets
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, par value	$ 0.001	$ 0.001
Preferred Stock designated Shares	7,800,000	7,800,000
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares issued	4,710,000	4,660,000
Preferred stock, shares outstanding	4,710,000	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	50,904,920	44,004,920
Common stock, shares outstanding	50,904,920	44,004,920

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)
Revenue	$ 2,374	$ 0	$ 2,374	$ 0
Cost of revenue	1,479	0	1,479	0
Gross profit	895	0	895	0
Operating expenses
Advertising and marketing	340	0	340	0
Shipping and logistics	296	0	296	0
General and Administrative	2,900	28	5,149	34
Professional and Consulting fees	1,032	302	5,089	891
Management fees	401	154	771	154
Total operating expenses	4,969	484	11,645	1,079
Other income (expenses)
Interest expenses, net	(336)	0	(940)	0
Foreign currency gain, net	372	0	372	0
Other income (expense)	1,014	0	1,014	0
Total other income (expense)	1,050	0	446	0
(Loss) from Operations before provision for income tax	(3,024)	(484)	(10,304)	(1,079)
Provisions for income taxes	0	0	0	0
Net (loss)	(3,024)	(484)	(10,304)	(1,079)
Foreign currency translation adjustment	(398)	0	(387)	0
Total comprehensive income (loss)	$ (3,422)	$ 0	$ (10,691)	$ 0
Basic and Diluted Loss Per Common Share	$ (0.06)	$ (0.01)	$ (0.22)	$ (0.03)
Weighted average number of common shares used in per share calculations	50,452,747	44,000,000	47,307,106	44,000,000

Condensed Consolidated Statem_2

Condensed Consolidated Statement of Stockholders Equity (Deficit) (Unaudited) - USD ($) shares in Thousands, $ in Thousands	Total	Seed Preferred Stock [Member]	Common Stock [Member]	Additional Paid-In Capital [Member]	Deferred Compensation [Member]	Other Comprehensive Income [Member]	Accumulated Deficit [Member]
Balance, shares at Jun. 30, 2021			44,000,000
Balance, amount at Jun. 30, 2021	$ (283)	$ 0	$ 44	$ 0	$ 0	$ 0	$ (327)
Loss-- for the period	(595)	0	$ 0	0	0	0	(595)
Balance, shares at Sep. 30, 2021			44,000,000
Balance, amount at Sep. 30, 2021	(878)	0	$ 44	0	0	0	(922)
Balance, shares at Jun. 30, 2021			44,000,000
Balance, amount at Jun. 30, 2021	(283)	$ 0	$ 44	0	0	0	(327)
Loss-- for the period	(1,079)
Balance, shares at Dec. 31, 2021		325,000	44,000,000
Balance, amount at Dec. 31, 2021	(712)	$ 0	$ 44	650	0	0	(1,406)
Balance, shares at Sep. 30, 2021			44,000,000
Balance, amount at Sep. 30, 2021	(878)	0	$ 44	0	0	0	(922)
Loss-- for the period	(484)	$ 0	$ 0	0	0	0	(484)
Issuance of Seed Preferred Stock for cash, shares		325,000
Issuance of Seed Preferred Stock for cash, amount	650	$ 0		650	0	0	0
Balance, shares at Dec. 31, 2021		325,000	44,000,000
Balance, amount at Dec. 31, 2021	(712)	$ 0	$ 44	650	0	0	(1,406)
Balance, shares at Jun. 30, 2022		4,660,000	44,004,920
Balance, amount at Jun. 30, 2022	6,118	$ 5	$ 44	14,653	0	7	(8,591)
Loss-- for the period	(7,280)	0	$ 0	0	0	0	(7,280)
Issuance of stock awards, shares			3,700,000
Issuance of stock awards, amount	0	0	$ 4	11,986	(11,990)	0	0
Stock based compensation - stock awards	1,033	0	0	0	1,033	0	0
Stock based compensation - stock options	795	0	0	795	0	0	0
Warrants issued as financing cost	3,628	0	0	3,628	0	0	0
Foreign Currency Translation	12	$ 0	$ 0	0	0	12	0
Balance, shares at Sep. 30, 2022		4,660,000	47,704,920
Balance, amount at Sep. 30, 2022	4,306	$ 5	$ 48	31,062	(10,957)	19	(15,871)
Balance, shares at Jun. 30, 2022		4,660,000	44,004,920
Balance, amount at Jun. 30, 2022	6,118	$ 5	$ 44	14,653	0	7	(8,591)
Loss-- for the period	(10,304)
Balance, shares at Dec. 31, 2022		4,710,000	50,904,920
Balance, amount at Dec. 31, 2022	4,369	$ 5	$ 51	33,670	(10,083)	(379)	(18,895)
Balance, shares at Sep. 30, 2022		4,660,000	47,704,920
Balance, amount at Sep. 30, 2022	4,306	$ 5	$ 48	31,062	(10,957)	19	(15,871)
Loss-- for the period	(3,024)	$ 0	0	0	0	0	(3,024)
Issuance of Seed Preferred Stock for cash, shares		50,000
Issuance of Seed Preferred Stock for cash, amount	100	$ 0	0	100	0	0	0
Stock based compensation - stock awards	874	0	0	0	874	0	0
Stock based compensation - stock options	880	0	0	880	0	0	0
Foreign Currency Translation	(398)	0	$ 0	0	0	(398)
Stock and warrants issued under acquisition agreement, shares			3,200,000
Stock and warrants issued under acquisition agreement, amount	1,183	0	$ 3	1,180	0	0	0
Vested warrants under debt settlement	24	0	0	24	0	0	0
Additional warrants issued as financing cost	424	$ 0	$ 0	424	0	0	0
Balance, shares at Dec. 31, 2022		4,710,000	50,904,920
Balance, amount at Dec. 31, 2022	$ 4,369	$ 5	$ 51	$ 33,670	$ (10,083)	$ (379)	$ (18,895)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (10,304)	$ (1,080)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization	79	0
Stock-based compensation	3,582	0
Warrants issued as financing cost	4,052	0
Gain on settlement of debt	(1,060)	0
Foreign currency gain	(326)
Change in deferred income taxes	0	0
Change in operating assets and liabilities:
Vendor cash advances	181	0
Prepaid expenses	102	0
Accounts receivable	482	0
Sales tax payable	(48)
Inventories	712	0
Accounts payable	(1,190)	56
Accounts payable and accrued expenses - related party	77	65
Subscription payable	0	1,000
Contract liabilities	81	0
Net cash (used in) provided by operating activities	(3,580)	41
Cash flows from investing activities:
Cash acquired under acquisition	322	0
Payment under acquisition	(2,000)
Refund on trademark registration	2	0
Security deposits	(1)	0
Net cash used in investing activities	(1,677)	0
Cash flows from financing activities:
Proceeds from sale of Seed Preferred Stock	100	650
Advances payable - related parties	4	424
Proceeds from loan payable	3,000	0
Net cash provided by financing activities	3,104	1,074
Effect of exchange rate changes on cash and cash equivalents	(31)	0
Net (decrease) increase in cash and cash equivalents	(2,184)	1,115
Cash and cash equivalents at beginning of period	6,492
Cash and cash equivalents at end of period	4,308	1,115
Supplemental cash flow information:
Cash paid for interest	128	0
Cash paid for income taxes	0	0
Net assets acquired from acquisition (excluding cash)	(3,144)	0
Intangible assets acquired from acquisition	2,238	0
Goodwill	3,767	$ 0
Debt settled with common stock warrant	$ 472

ORGANIZATION AND BASIS OF PRESE

ORGANIZATION AND BASIS OF PRESENTATION	6 Months Ended
	Dec. 31, 2022
ORGANIZATION AND BASIS OF PRESENTATION
ORGANIZATION AND BASIS OF PRESENTATION	NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION Organization 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. Currently, the Company is an emerging health and wellness company that has identified the need for a change to healthcare, where conventional medicine and alternative healing can both be drawn on to provide a world of integrated healing encompassing conventional medicine and alternative medicine. With the acquisition of NOEO GmbH on March 10, 2022, and the recent onboarding of a management team to undertake operations, the Company commenced operations in the health and wellness sector. Current Information During January 2021, the Company’s 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 the Company’s 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 the Company’s 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 the Company’s Amended and Restated Articles of Incorporation, which replace the Company’s 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 (USD$30). 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, the Company’s board of directors and shareholders holding a majority of the Company’s 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 December 31, 2022 the Company was in the process of shuttering the GMBH and transferring all assets to a controlled US based entity. On August 4, 2022, 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 million (which amount may be increased up to $150 million 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 the seed preferred stock exercisable for period of seven (7) years at an exercise price of $2.00 per share to the Administrative Agent. On September 9, 2022, the Company entered into a loan purchase and sale agreement with CircleUp Credit Advisors LLC ( “CircleUp”) pursuant to which it agreed to purchase from CircleUp all loans and loan accommodations (the “Loan”) made by CircleUp to Your Superfoods, Inc. and Your Super, Inc. (together, “Your Super Company”) in the approximate amount of $7.6 million. Pursuant to the terms of the agreement, as consideration for purchase of the Loan, the Company made a cash payment of $2 million to CircleUp and issued CircleUp a warrant to purchase 1,500,000 restricted shares of the Company’s common stock vesting as to 12.5% on the one year anniversary of issuance and for the seven quarters thereafter. On September 27, 2022, the Company issued 3,700,000 shares of unregistered, restricted common stock to various officers, directors and consultants of the Company in accordance with certain stock award agreements. On October 13, 2022, the Company and its 100% controlled subsidiary, HLCO Borrower, LLC 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 was engaged in the business of manufacturing and marketing non-GMO and certified organic superfoods (the “Business”). 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 consisted of (i) 3,200,000 shares of HLCO common stock valued at $2.50 per share for an aggregate value of $8 million and (ii) the forgiveness of $7.6 million of outstanding debt of the Seller owed to the Company (the “Loan Obligation”). In connection with our acquisition of the assets of Your Super, Inc., on October 27, 2022, the Company received a $3 million loan under Agreement 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 Agreement 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. Basis of Presentation These condensed consolidated 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 and six months ended December 31, 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 and six months ended December 31, 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”). Going Concern The Company had a working capital deficit of $1.7 million at December 31, 2022. During the year ended June 30, 2022, the Company entered into private placement subscription agreements to raise a total of $10 million by the sale of seed preferred stock at $2 per share, of which the Company has collected $9.32 million, with the remaining $0.68 million expected to be collected in fiscal 2023. The Company sold an additional 50,000 shares of seed preferred stock at $2 per share of which $0.1 million has been collected to date. The Company has commenced operations in the wellness sector initially through the acquisition of NOEO and more recently with the acquisition of the Your Super assets. During the six months ended December 31, 2022, the Company entered into the Agreement (a credit agreement with certain lenders who agreed to extend a credit facility to the Company consisting of up to $75 million (which amount may be increased up to $150 million 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. In October 2022, the Company finalized the acquisition of the Your Super assets with substantive recurring revenue in the wellness sector, the results of which are reflected in the quarter ended December 31, 2022. 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. COVID-19 Pandemic and other factors While it appears the COVID-19 pandemic has subsided and the global economy is focused on recovery, the impact of COVID-19 could continue to have an adverse impact on the Company going forward. COVID-19 caused significant disruptions to the global financial markets, which may continue to impact the Company’s ability to raise additional capital and to pursue certain acquisitions. Additional factors which may impact the Company’s ongoing operations include inflation, potential supply chain issues as a result of the aforementioned recovery from the COVID-19 pandemic, the recent war in the Ukraine, climate change and others. These events may have serious adverse impact on domestic and foreign economies which may impact the Company’s operations as a result of a variety of factors including the potential for reduced consumer spending. The Company is unable to predict the ongoing impact of these factors on the Company’s consolidated financial operations. There are no assurances that the Company will be able to meet its obligations, raise funds or conclude the acquisition of identified businesses.

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Dec. 31, 2022
SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation These unaudited condensed consolidated financial statements include the accounts of The Healing Company, Inc. and its 100% controlled subsidiaries, NOEO GmBH, NOEO, Inc., HLCO Borrower LLC, Your Super HLCO, LLC and the Your Super HLCO, LLC subsidiaries. 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. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP 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 consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying values of its assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates, and the Company includes any revisions to its estimates in its results for the period in which the actual amounts become known. Significant estimates in the period include the preliminary purchase price allocation with respect to the acquisition of the assets and liabilities of Your Super Inc, .the allowance for doubtful accounts on accounts and other receivables, inventory allowance and impairment, valuation and useful lives of fixed assets, valuation of common stock and stock warrants, stock option valuations, imputed interest on due to related parties, and deferred tax valuation allowance. Foreign Currency Translation and Transactions The reporting currency of the Company is the U.S. dollar. The functional currencies of the Company’s Germany and Netherlands subsidiaries are the local currencies. The assets and liabilities of foreign subsidiaries are translated using exchange rates in effect at the consolidated balance sheet date. Revenues and expenses are translated using the average exchange rates prevailing during the period. Exchange-rate differences resulting from translation adjustments are accounted for as a component of accumulated other comprehensive loss. Borrowings in foreign currencies are recorded at the rate of exchange at the time of the transaction and are adjusted for any exchange rate gains or losses as of the balance sheet date. Translation of amounts from Euro into US$ has been made at the following exchange rates for the periods December 31, 2022 and June 30, 2022: December 31, 2022 June 30, 2022 Period-end Euro: US$ exchange rate $ 1.0704 $ 1.0476 Period average Euro: US$ exchange rate $ 1.0535 $ 1.0725 Translation gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are translated, as the case may be, at the rate on the date of the transaction and included in the results of operations as incurred. · Comprehensive Income ASC Topic 220, “ Comprehensive Income Cash and Cash Equivalents The Company defines cash and cash equivalents as highly liquid investments with original maturities of 90 days or less at the time of purchase. The Company also considers amounts in transit from payment processors for customer credit card and debit card transactions to be cash and cash equivalents. At December 31, 2022 and June 30, 2022, the Company’s cash and cash equivalents consisted primarily of cash held in checking accounts, and payment in transit from payment processors for customer credit card and debit card transactions. As of December 31, 2022 and June 30, 2022, the cash and cash equivalent was $4.3 million and $6.5 million, respectively. Concentration of Risk Financial instruments that subject the Company to significant concentrations of credit risk primarily consist of cash and cash equivalents. The Company maintains substantially all of its cash and cash equivalents with three financial institutions, which, at times, may exceed federally insured limits. The Company has not incurred any losses associated with this concentration of deposits. The Company currently has bank deposits with financial institutions in the U.S. which exceed FDIC insurance limits. FDIC insurance provides protection for bank deposits up to $250,000, so there were cumulative uninsured balances of $3,303 and $6,242 in the parent and its US based subsidiaries as of December 31, 2022 and June 30, 2022, respectively. There were no uninsured bank deposits with a financial institution outside the U.S. All uninsured bank deposits are held at high quality credit institutions. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are stated net of an allowance for doubtful accounts. When management becomes aware of circumstances that may decrease the likelihood of collection to a point where a receivable is no longer probable of being collected, it records an allowance against amounts due, which reduces the receivable to the amount that management reasonably believes will be collected. For all other customers, management determines the adequacy of the allowance based on historical loss patterns, the number of days that billings are past due, and an evaluation of the potential risk of loss associated with specific accounts. The Company does not have any off-balance-sheet credit exposure related to its customers. As of December 31, 2022 and June 30, 2022, the allowance for doubtful accounts amounted to $485 and $0, respectively. Inventories Inventories consist primarily of raw materials, work-in-process (blended superfood powder) and finished goods. Finished goods and work-in-process include direct material, third-party blender, and other overhead costs involved in manufacturing for e-commerce sales. The Company values inventory using the standard costing method whereunder product costs are allocated based on standard rates for materials, labor, and overhead. The Company analyses actual costs at regular intervals and accounts for any variance in its costs of goods sold. Inventories are stated at the lower of cost or net realizable value, with cost determined using the first-in first-out method. Inventories have been reduced by an allowance for excess, obsolete and unsaleable inventories. The allowance is an estimate based on our management’s review of inventories on hand compared to estimated future usage and sales. The Company performs cycle counts of inventories at its warehouse and distribution center throughout the year. An allowance for inventory shrinkage is established for estimated inventory shrinkage since the last physical inventory date through the reporting date. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization, and depreciated over their estimated lives using the straight-line method. The useful lives of leasehold improvements are determined by the economic useful lives of the assets or the term of the leases, whichever is shorter. Depreciation and amortization is provided for by the straight-line method over the estimated useful lives as follows: Property and Equipment Estimated Useful Life Computer and other equipment 3-7 years Office furniture and fixtures 5-7 years Leasehold improvements Shorter of lease or useful life Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations. Business Combinations The Company accounts for business combinations using the purchase method of accounting. The purchase method requires the Company to determine the fair value of all acquired assets, including identifiable intangible assets and all assumed liabilities. The total cost of acquisitions is allocated to the underlying identifiable net assets, based on their respective estimated fair values. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and the utilization of independent valuation experts, and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates and asset lives, among other items. Goodwill and Intangibles Goodwill represents the excess of the purchase price over the fair market value of the net assets (including intangibles) acquired on October 13, 2022. The Company has implemented the Business Combinations Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350, Intangibles Goodwill and Other. The Company reviews intangible assets (with a definite life), excluding goodwill and tradenames, for impairment when events or changes in circumstances indicate the carrying amount may not be recoverable. We measure the recoverability of these assets by comparing the carrying amounts to the future undiscounted cash flows that the assets are expected to generate. If the carrying value of the assets are not recoverable, the impairment recognized is measured as the amount by which the carrying value of the asset exceeds its fair value. There were no impairments for the periods presented. The Company tests goodwill, accreditation and trade names for impairment at least annually, or more frequently if events or changes in circumstances indicate that the asset may be impaired. There were no goodwill, accreditation or trade names impairments for the periods presented. Amortization of customer relationships and non-compete agreements on a straight-line basis totaled $63 in the three month period ended December 31, 2022 Long-Lived Assets The Company evaluates the recoverability of its long-lived assets for impairment, other than goodwill, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted future net cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Fair value estimates are based on assumptions concerning the amount and timing of estimated future cash flows. The Company had no long-lived asset impairments as of December 31, 2022 and June 30, 2022, respectively. Contract assets In accordance with ASC 606-10-45-3, contract asset is when the Company’s right to payment for goods and services already transferred to a customer if that right to payment is conditional on something other than the passage of time. The Company will recognize a contract asset when it has fulfilled a contract obligation but must perform other obligations before being entitled to payment. There were no contract assets at December 31, 2022 and June 30, 2022. Contract liabilities Deferred revenue, a contract liability, primarily consists of arrangement consideration collected in advance of order fulfillment and unsatisfied obligations related to outstanding loyalty points. The Company expects that the majority the revenue deferrals recorded at the balance sheet date will be recognized as revenue in the next 12 months as performance obligations are satisfied. Sales taxes collected from customers and remitted to government authorities are excluded from revenue and deferred revenue. Ownership passes to customers upon shipment. Deferred revenue represents amounts collected from, or invoiced to, customers in excess of revenues recognized, primarily from the billing of annual subscription agreements. Also included in contract liabilities is the value of loyalty points with respect to the Company’s loyalty program described below. The value of these contract liabilities will increase or decrease based on the timing of invoices and recognition of revenue as customers use their rewards points. The Company offers a loyalty program to its customers which incorporates a points system for activities on the Company’s website, such as reviews, referrals, and purchases. Customers accumulate points based on their level of spending and type of participation. The points can be redeemed for purchases of goods offered at the Company’s websites. The Company defers the stand-alone selling price of earned reward points, net of rewards not expected to be redeemed (known as “breakage”), as liability for outstanding loyalty points. To estimate the stand-alone selling price for the points, the Company considers the stated redemption value per point dictated by the terms of the loyalty programs and then estimates the future breakage of reward points based on historical member activity. Upon redemption of points by customer, the Company recognizes revenue and reduces corresponding deferred revenue. The Company records breakage revenue of unredeemed points based on expected customer redemptions. The Company’s total contract liability balance was $1 million and $0 at December 31, 2022 and June 30, 2022, respectively, of which $984,000 and $0 relates to the liability for outstanding loyalty points. Fair Value Measurements The Company's financial instruments primarily consist of cash and cash equivalents, accounts receivable, contracts receivable, accounts payable and accrued liabilities, contracts receivable recourse, deferred, unearned tuition, debt and a capital lease obligation. The carrying values of the Company's financial instruments approximate fair value. FASB ASC 820, Fair Value Measurements and Disclosure ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories: Level 1 — Level 2 — Level 3 — The Company believes that the carrying amounts of cash and cash equivalents, accounts payable, and short-term borrowings approximate fair value based on either their short-term nature or on terms currently available to the Company in financial markets. Revenue Recognition Revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. The Company accounts for revenue contracts with customers by applying the requirements of ASC 606, Revenue from Contracts with Customers i. Identification of the contract with a customer. ii. Identification of the performance obligations in the contract. iii. Determination of the transaction price. iv. Allocation of the transaction price to the performance obligations in the contract. v. Recognition of revenue as the entity satisfies a performance obligation. When a customer purchases product from the Company, ownership of the product transfers to them at the point of shipment and the Company has an enforceable right to payment for product sold at that time. Accordingly, the customer has control of the product purchased from the Company starting at the point of shipment. The risk of loss or damage during shipment resides exclusively with the shipping carrier and the Company assumes no obligation for loss or damage of product while in transit to the customer. As a result of this change in terms of sale, the Company recognizes revenue, including shipping revenue, when performance obligations are satisfied through the transfer of control of promised goods to the Company’s customers, which is at the point of shipment. Sales are recorded net of returns, discounts, and any taxes collected from customers and remitted to government authorities. The Company generates its revenues from a diversified a mix of e-commerce activities with the majority of the revenue earned thru e-commerce with sales direct to consumer. The Company’s e-Commerce activities include the sale of organic nutritional superfood powder mixes online, through the Company’s website YourSuper.com. During the three-month period ended December 31, 2022, the Company’s direct to consumer sales of products accounted for 81% of total revenue. The Company records revenues from the sales on a “gross” basis pursuant to ASC 606-10 Revenue Recognition – Revenue from Contracts with Customers, when the Company controls the specified good before it is transferred to the end customer and have the risks and rewards as principal in the transaction, such as responsibility for fulfillment, retaining the risk for collection, and establishing the price of the products. If these indicators have not been met, or if indicators of net revenue reporting specified in ASC 606-10 are present in the arrangement, revenue is recognized net of related direct costs. Cost of Revenue Cost of revenue primarily consists of costs associated with the purchase of superfood products from third-party manufacturers. These costs include ingredients, packaging, third party manufacturing costs and freight-in shipping. Product Warranties The Company’s provision for estimated future warranty costs is based upon historical relationship of warranty claims to sales. Based upon historical sales trends and warranties provided by the Company’s, the Company has concluded that no warranty liability is required as of December 31, 2022 and June 30, 2022. To date, product allowance and returns have been minimal and, based on its experience, the Company believes that returns of its products will continue to be minimal. Operating Expenses Advertising and Marketing - The Company expenses advertising cost as incurred. Advertising costs amounted to $340,000 and $0 for the six months periods ended December 31, 2022, and 2021, respectively. Shipping and Logistics - Shipping and logistics expenses consist primarily of costs incurred to ship products to the customer. ASC 606-10-25-18B If shipping and handling activities are performed after a customer obtains control of the good, then the entity may elect to account for shipping and handling as activities to fulfill the promise to transfer the good. The entity shall apply this accounting policy election consistently to similar types of transactions. An entity that makes this election would not evaluate whether shipping and handling activities are promised services to its customers. If revenue is recognized for the related good before the shipping and handling activities occur, the related costs of those shipping and handling activities shall be accrued. An entity that applies this accounting policy election shall comply with the accounting policy disclosure requirements in paragraphs 235-10-50-1 through 50-6. The Company treated shipping and handling activities as fulfillment cost and presented under operating expenses in the accompanying consolidated statements of operations and comprehensive loss. General and administrative - General and administrative consists of salaries for employees, commissions and bonuses, consulting fees, employee benefit costs, stock-based compensation, bank processing fees, donations, travel and rent. 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. Business Segments The Company uses the “management approach” to identify its reportable segments. The management approach designates the internal organization used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. Using the management approach, the Company determined that it has one operating segment due to business similarities and similar economic characteristics. Commitments and Contingencies The Company follows the ASC 450-20, Commitments If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. Income and Other Taxes Income taxes are accounted for using the asset and liability method in accordance with ASC 740, Income Taxes The Company records net deferred tax assets to the extent they believe these assets will more-likely-than-not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. In the event the Company was to determine that it would be able to realize its deferred income tax assets in the future in excess of its net recorded amount, the Company would make an adjustment to the valuation allowance which would reduce the provision for income taxes. 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: December 31, 2022 June 30, 2022 Seed Preferred stock (Convertible to Common stock 1:1) 4,710,000 4,660,000 Seed Preferred warrants (Convertible to Common stock 1:1) 1,560,148 - Common stock warrants 1,650,000 - Stock options 3,391,250 3,166,250 Total 11,311,398 7,826,250 Recent Accounting Pronouncements

ACQUISITION

ACQUISITION	6 Months Ended
	Dec. 31, 2022
ACQUISITION
ACQUISITION	NOTE 3 – ACQUISITION Acquisition - Assets of Your Super, Inc. On September 9, 2022, the Company (‘Buyer”) acquired from CircleUp Credit Advisers LLC (“CircleUp”), for a cash consideration of $2 million plus 1,500,000 common stock purchase warrants for exercise at $2 per share for a term of seven years, all of CircleUp’s rights and interests of all loans and loan accommodations made to Your Superfoods, Inc and Your Super, Inc. On September 30, 2022, the Company entered into an Asset Purchase Agreement with Your Super, Inc. (the “Seller” or “YS”), to acquire all of the Seller’s right, title and interest in and to substantially all of the assets owned by the Seller used in connection with the business of Your Super, Inc. The Closing took place on October 13, 2022. The aggregate purchase price for the ownership interests of YS as stated in the Asset Purchase Agreement is as follows: * In consideration for the sale, assignment and delivery of the Purchased Assets, the Buyer (i) effective upon and subject to the Closing, waives, cancels, and forgives payment by the Seller of the Loan Obligation and (ii) shall pay the aggregate purchase price for the Purchased Assets of $8 million (the “Purchase Price”), payable in accordance with Section 1.4(b) of the Asset Purchase Agreement. * The Purchase Price for the Purchased Assets shall be comprised of and be payable as follows: o Equity Payment. At the Closing, the Buyer shall issue to the Seller 3,200,000 shares of HLCO common stock valued at $2.50 per share for an aggregate value of $8 million (the “Buyer Shares”), subject to lockup provisions. The Buyer Shares will be issued according to applicable regulatory and compliance requirements, shall be restricted securities (as defined in Rule 144) and shall not carry any registration rights. The Company’s acquisition of the operating assets of Your Super Inc. is being accounted for as a business combination as the Company treated the two transactions are being combined as the acquisition. In order to perform the purchase price allocation, the tangible and intangible assets were valued as of September 30, 2022. The following is a summary of the estimated fair values of acquisition costs at the date of September 30, 2022: ( Dollars in thousands Consideration Paid – Fair Value Debt acquisition costs – Cash $ 2,000 Debt acquisition cost -1,500,000 common stock purchase warrants 687 Stock issued: Number of Shares: 3,200,000 Value per share $ 0.15 Total stock fair value 496 Total consideration $ 3,183 The following is a summary of the estimated fair values of the assets acquired and liabilities assumed and additional information regarding the intangible assets acquired at the date of September 30, 2022: ( Dollars in thousands Tangible assets acquired: Cash $ 322 Inventory 4,707 Accounts receivable 886 Prepaid expenses and other assets 968 Property and equipment 81 Security deposits 63 Deferred income taxes 45 Total assets acquired 7,072 Assumed liabilities Accounts payable and accrued liabilities (8,883 ) Contract liabilities (970 ) Income tax payable (41 ) Total liabilities assumed (9,894 ) Net tangible assets/liabilities (2,822 ) Intangible assets acquired: Tradename – trademarks, brand (indefinite life) 990 Customer base/distributors (expected 5 years) 1,184 Non-competes (expected 4 years) 64 Total intangible assets acquired 2,238 Goodwill 3,767 Total Net asset acquired $ 3,183 As of September 30, 2022, no impairment of the Company’s goodwill, nor other intangibles with an indefinite life was required. The purchase accounting for the acquisition remains incomplete as management continues to gather and evaluate information about circumstances that existed as of the acquisition date. Measurement period adjustments will be recognized prospectively. The measurement period is not to exceed 12 months from the respective dates of acquisition. Following are the supplemental consolidated financial results of the Company, Your Superfoods, Inc., Your Superfoods BV and Your Superfoods GmbH on an unaudited pro forma basis, as if the acquisitions had been consummated as of the beginning of the fiscal year 2022 (i.e., July 1, 2021): Three months ended December 31, Six months ended December 31, 2022 2021 2022 2021 Revenue $ 2,374 $ 8,788 $ 5,642 $ 19,746 Net loss from operations $ (3,024 ) $ (6,835 ) $ (8,139 ) $ (12,955 ) Weighted average number of common shares used in per share calculations 50,452,747 44,000,000 47,307,106 44,000,000 Basic and Diluted Loss Per Common Share $ (0.06 ) $ (0.15 ) $ (0.17 ) $ (0.29 ) Acquisition NOEO GmBH 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: ( Dollars in thousands March 10, 2022 Cash and cash equivalent $ 8 Inventory 8 Prepaid expenses 69 Recoverable value added tax 21 Intangible assets 68 Accounts payable and accrued liabilities (33 ) Advances and accounts payable, related party (8 ) Loan payable, related party (158 ) Net assets (25 ) Consideration: Cash purchase 28 Additions to intangible assets $ 53 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	6 Months Ended
	Dec. 31, 2022
INTANGIBLE ASSETS
INTANGIBLE ASSETS	NOTE 4 – 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. During the three months ended December 31, 2022, the Company acquired additional intangible assets upon purchase of the operations of Your Super Inc. (Note 4) including certain brand value, trades and trademarks, a customer base and the value allocated to certain non-compete agreements with key executives. The following table sets forth the details of intangible assets at December 31, 2022: ( Dollars in thousands Intangible assets, June 30, 2021 Additions: Intangible assets acquired from NOEO, March 10, 2022 $ 142 Tradenames and other intangibles 11 Impact of foreign exchange (4 ) Impairment of intangible assets, NOEO (138 ) Total, June 30, 2022 $ 11 Abandoned Trademark application fee refund (2 ) Tradename – trademarks (indefinite life) 990 Customer base/distributors (expected 5 years) 1,184 Non-competes (expected 4 years) 64 Less accumulated amortization (63 ) Total, December 31, 2022 $ 2,184

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	6 Months Ended
	Dec. 31, 2022
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT	NOTE 5 – PROPERTY AND EQUIPMENT Property and equipment consist of the following: ( Dollars in thousands December 31, 2022 June 30, 2022) Computer equipment $ 227 $ - Furniture and fixtures 25 -- 252 - Less: accumulated depreciation (186 ) - Property and equipment, net $ 66 $ - Depreciation expense for the periods ended December 31, 2022 was $16, and is included within general and administrative expense within the consolidated statements of operations and comprehensive loss. There are no assets held under capital leases.

REVENUE

REVENUE	6 Months Ended
	Dec. 31, 2022
REVENUE
REVENUE	NOTE 6 – REVENUE Disaggregation of Revenue The following table presents the Company’s revenue, from the acquisition date to the period ended December 31, 2022, from contracts with customers, disaggregated by Company location and sales channel: Revenue by Geographical location ( Dollars in thousands Acquisition Date To December 31, 2022 US $ 1,694 Europe 680 Total $ 2,374 Revenue by product sales channel ( Dollars in thousands Acquisition Date To December 31, 2022 Direct to Consumer $ 1,923 Amazon 237 Wholesale 214 Total $ 2,374 From the acquisition date to December 31, 2022, the Company had no customers who accounted for greater than 10% of total revenue. The Company primarily views its disaggregated revenue on a geographic basis. Contract Liabilities The deferred revenue balances were as follows: ( Dollars in thousands Deferred revenue, as of the acquisition date, including reward liabilities of $965 $ 970 Increase in reward liabilities over the period, net 19 Increase in deferred revenue over the period, net 54 Deferred revenue, end of the period, including rewards liabilities of $984 1,043 The Company records a liability for outstanding loyalty points earned by customers. As of December 31, 2022, and September 30, 2022 (acquisition date), the liability for outstanding loyalty points amounted approximately $984 and $965, respectively, and is included in deferred revenue in the accompanying consolidated balance sheets. Sales Returns Reserve The Company offers a 30-day satisfaction guarantee and sales return refunds to its customers on their first order or first subscription order. The Company records a liability for estimated sales return refunds, which is based on historical returns and is included within accrued expenses on the consolidated balance sheet. The reserve amounted to approximately $5,000 as of December 31, 2022 and is included in accrued expenses and other current liabilities in the accompanying consolidated balance sheets. The Company’s sales returns reserve was comprised of the following: ( Dollars in thousands Balance, the acquisition date $ 103 Charges to Costs and Expenses 5 Deductions - Balance as of December 31, 2022 108

ACCOUNTS RECEIVABLE, NET

ACCOUNTS RECEIVABLE, NET	6 Months Ended
	Dec. 31, 2022
ACCOUNTS RECEIVABLE, NET
ACCOUNTS RECEIVABLE, NET	NOTE 7 – ACCOUNTS RECEIVABLE, NET Account receivable consisted of the following: ( Dollars in thousands December 31, 2022 June 30, 2022 Accounts receivable $ 899 $ - Less: allowance for doubtful accounts (485 ) - Total $ 414 $ - Allowance for Doubtful Accounts The Company records an allowance for doubtful accounts, based on historical bad debts, which amounted to an allowance of approximately $9 and $43 as of December 31, 2021 and 2020, respectively. The Company’s allowance for doubtful accounts was comprised of the following: ( Dollars in thousands Balance the acquisition date $ 314 Charges to Costs and Expenses 171 Deductions - Balance as of December 31, 2022 $ 485

INVENTORY

INVENTORY	6 Months Ended
	Dec. 31, 2022
INVENTORY
INVENTORY	NOTE 8 – INVENTORY The following table presents the detail of inventory: ( Dollars in thousands December 31, 2022 June 30, 2022 Raw material $ 4,914 $ - Work-in-process 598 - Finished goods 1,825 - Inventory reserve (3,226 ) - Total $ 4,111 $ - During the three months ended December 31, 2022 the inventory reserve increased by $131.

ACCOUNTS PAYABLE AND ACCRUED LI

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES	6 Months Ended
	Dec. 31, 2022
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES	NOTE 9 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities consist of the following: ( Dollars in thousands December 31, 2022 June 30, 2022 Accounts payable $ 4,770 $ 175 Accrued payroll and related liabilities 138 27 Accrued costs for inventory 129 - Accrual of estimated tax related expense 428 - Accrued expenses including accruals for professional fees, marketing costs, advertising, shipping and logistics 456 44 Accrued interest expenses 360 - Other accrued liabilities including sales tax and returns 170 - Total accounts payable and accrued liabilities $ 6,451 $ 256

LOAN PAYABLE

LOAN PAYABLE	6 Months Ended
	Dec. 31, 2022
LOAN PAYABLE
LOAN PAYABLE	NOTE 10 – LOAN PAYABLE On August 4, 2022, the Company and controlled subsidiary HLCO Borrower LLC entered into an Agreement with 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 Loans, the proceeds of which may be used to acquire assets that are deemed eligible by meeting certain criteria established by the Administrative Agent. 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 the subsidiaries of HLCO Borrower LLC have agreed to secure all of their future anticipated obligations under the Agreement by granting the Lenders a first priority lien on substantially all of their assets and the Company has agreed to secure all future obligations to be incurred under the Agreement by granting to a collateral agent, for the benefit of the lenders, a first priority lien on all of the capital stock of the Subsidiaries held by the Company. 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 1,560,148 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 14 - Warrants). On October 27, 2022, the Company was funded $3,000,000 under the Term Loan. During the three and six months ended December 31, 2022, the Company paid $12,500 and $25,000 in administrative fees, paid $108,440 and $127,884 as interest in respect to the outstanding loan balance and daily interest on undrawn funds and accrued a further $62,614 in unpaid interest.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Dec. 31, 2022
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 11 – RELATED PARTY TRANSACTIONS WAOW Group of Companies In November 2021, as amended May 22, 2022, WAOW Entrepreneurship GmBH (“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 December 31, 2022. On March 10, 2022, the Company acquired NOEO (See Note 4). At the date of the acquisition, WAOW Advisory Group GmBH (“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 December 31, 2022 the loan had a balance outstanding of $169,249 (EUR157,793) which is unsecured and accrues interest at 5% per annum, maturing on December 31, 2022. On December 31, 2022 the loan was in default and the Company and WAOW are currently negotiating terms of settlement. Accrued and unpaid interest at December 31, 2022 totaled $9,962, (June 30, 2022 - $5,771), which is reflected in accounts payable – related parties. Lee Larson Elmore, Former Officer and Director On November 1, 2021, Mr. Elmore, a former officer and director of the Company, 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. 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 six months ended December 31, 2022, Mr. Elmore received payments of $1,800, leaving $1,000 due and payable at December 31, 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 and six months ended December 31, 2022, under the terms of the amended contract, FSL was paid $65,675 and $60,000, respectively, with an additional $30,000 unpaid at December 31, 2022, and the Company recorded an additional $283,562 in each period as stock-based compensation. In addition, R Agency, a marketing company also controlled by Mr. Bartlett was paid $65,128 and $39,744 in the three and six months ended December 31, 2022, with a total of $15,750 unpaid as of December 31, 2022. 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. During the three months ended December 31, 2022, Mr. Bartlett accrued $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 and six months ended December 31, 2022, the company accrued a further $9,375 and $9,375, respectively 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 for each three-month periods in respect to 15,625 options which vested in each of the three and six months ended December 31, 2022. A total of $34,375 remained due and payable to Mr. Machaiah at December 31, 2022. 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 (USD$29.8). Ms. Oelmann is a director of the Company and was the sole shareholder of NOEO. See Note 4. At December 31, 2022 and June 30, 2022, Ms. Oelmann, through her controlled corporate entity, Trinity Holdings GmbH was owed advances totaling $3.2 thousand (EUR3 thousand) by the Company’s wholly owned subsidiary, NOEO. In addition, at December 31, 2022 and June 30, 2022 a total of $1 thousand (EUR980 dollars) 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 and six months ended December 31, 2022, the Company accrued $12,500 and $25,000, respectively for Director’s services and recorded a further 117,187 and $234,374as stock-based compensation in respect to a further 31,250 and 62,500 vested stock awards. At December 31, 2022 Ms. Koplovitz was owed a total of $37,500. 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 Michael Kuech On October 14, 2022, subsidiary Your Super HLCO LLC entered into an employment agreement, with Mr. Kuech in respect to his role as President of Your Super HLCO LLC. Pursuant to the Employment Agreement, Mr. Kuech is entitled to an annual gross salary of $225,000 and €30,000.00. The Salary will increase to $250,000.00 and €50,000.00 on the six (6) month anniversary of the effective date (of the agreement) in the event Your Super HLCO LLC achieves certain mutually agreed upon performance thresholds. Mr. Kuech will also be eligible to receive an annual bonus in up to $150,000.00 based on certain mutually agreed upon performance goals. Upon mutual agreement of terms, Mr. Kuech will receive options to purchase 300,000 shares of restricted common stock of the Company subject to certain vesting conditions. Mr. Kuech is also eligible to participate in all employee benefit plans of Your Super HLCO LLC, including health insurance, commensurate with his position and for all standard employee benefits and certain holiday and leave allowances. Mr. Kuech’s employment with Your Super HLCO LLC will be for an initial term of three (3) years and will automatically renew for additional one-year periods unless otherwise terminated according to the terms of the agreement. Kristel De Groot On October 14, 2022, Your Super HLCO LLC entered into a consulting agreement with Kristel De Groot, spouse of Mr. Kuech pursuant to which Ms. Groot was appointed as Chief Brand Officer of the Business on an independent contractor basis. Under this agreement, Ms. Groot’s annual salary paid to her controlled corporation, Ganesh Ventures Ltd., will be $225,000, and upon mutually agreeable terms Ms. De Groot will be granted options to purchase 300,000 shares of restricted common stock of the Company subject to certain vesting conditions. Ms. Groot’s engagement may be terminated by either party with or without cause by delivering 30 days advance written notice. Lizette De Groot The Company’s European based operating subsidiary was invoiced a total of EUR22,735 by Lizette De Groot, sister of Kristel de Groot in the three months ended December 31, 2022.

STOCKHOLDERS EQUITY (DEFICIT)

STOCKHOLDERS EQUITY (DEFICIT)	6 Months Ended
	Dec. 31, 2022
STOCKHOLDERS EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT)	NOTE 12. 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. During the three months ended September 30, 2022, the Company issued a total of 3,700,000 stock awards to various individuals. During the three months ended December 31, 2022 the Company issued a total of 3,200,000 shares of common stock to Your Super Inc. in respect to the acquisition of certain assets (re: Note 3). As at December 31, 2022 and June 30, 2022, the Company has a total of 50,904,920 and 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. During the three months ended December 31, 2022 the Company entered into a further stock purchase agreement with an individual subscriber for 50,000 Seed Preferred shares at $2 per share for total proceeds of $100,000. At December 31, 2022 and June 30, 2022, the Company had a total of 4,710,000 and 4,660,000 shares of Seed Preferred Stock issued and outstanding, respectively.

STOCK BASED COMPENSATION

STOCK BASED COMPENSATION	6 Months Ended
	Dec. 31, 2022
STOCK BASED COMPENSATION
STOCK BASED COMPENSATION	NOTE 13. 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 six months ended December 31, 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 * Vesting Schedule: 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 $0.5 million D2C revenue, an additional 50,000 shares vesting upon achieving $2 million D2C revenue and an additional 100,000 shares vesting upon achieving $10 million 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 (498,958 ) $ 3.75 - Forfeited - - - Nonvested at December 31, 2022 2,982,292 $ 3.75 1.50 The Company recorded $1.88 million as stock-based compensation expenses during the fiscal year ended June 30, 2022 and a further $0.87 million and $1.9 million, respectively in the three and six months ended December 31, 2022. Deferred compensation expense associated with unvested stock awards is $10 million as of December 31, 2022. The weighted average period over which these costs are expected to be recognized is approximately 1.5 years. 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 - - - - Outstanding at December 31, 2022 3,391,250 $ 0.001 7.26 $ - Options exercisable at December 31, 2022 1,056,875 $ 0.001 9.38 $ - 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 $3.44 million as stock-based compensation expenses during the fiscal year ended June 30, 2022 in respect to vested options and a further and a further $0.88 million and $1.68 million, respectively in the three and six months ended December 31, 2022. Unamortized compensation expense associated with unvested stock options is $7.6 million as of December 31, 2022. The weighted average period over which these costs are expected to be recognized is approximately 6.31 years.

WARRANTS

WARRANTS	6 Months Ended
	Dec. 31, 2022
WARRANTS
WARRANTS	NOTE 14. WARRANTS Warrant to Purchase Seed Preferred Stock On August 4, 2022, in accordance with a credit facility (ref: Note 10) the Company initially 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. As an inducement for the $3 million 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. 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 $4 million as financing costs, included in professional and consulting fees, during the six months ended December 31, 2022. Warrant to purchase Seed Preferred Stock transactions are summarized as follows: Number of shares Weighted Average Exercise Price ($) Weighted Average Remaining Recognition Period (Years) Balance, June 30, 2022 - $ - - Warrants issued 1,560,148 $ 2.00 7 Warrants expired - $ - - Balance, December 31, 2022 1,560,148 $ 2.00 6.83 Number of Warrants Exercise Price ($) Expiry Date 1,560,148 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 3) the Company issued CircleUp 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 4.25%, expected term of 3 years, expected volatility of 60% and dividend yield of 0%. The Company has valued the warrants as of the transaction date with a total value of $687,000, as part of purchase consideration. 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 December 31, 2022. On November 10, 2022, the Company issued one vendor a warrant to purchase 150,000 restricted shares of the Company’s common stock at an exercise price of $2.00 per share under certain Tri-Party Assignment and Settlement Agreement where under the outstanding balance payable of $1,077,929 was agreed to be settled by the issuance of common stock purchase warrants (the “Warrant”). This Warrant shall vest over a period of three years, pro rata on monthly basis, beginning on November 10, 2022. 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 3.89%, expected term of 7 years, expected volatility of 63.52% and dividend yield of 0%. The Company has valued the warrants as of the transaction date with a total value of $427,000 which amount was recorded as a non cash payment, and the gain on debt settlement of $650,429 recorded as other income.t. The Company recorded $24,000 against other current liabilities during the periods ended December 31, 2022 in respect to the amortization of the vesting period of the warrant. The unamortized amount associated with unvested warrants is $403,000 as of December 31, 2022. The weighted average period over which the outstanding balance is expected to be recognized is approximately 6.71 years. Transactions involving Warrants to purchase Common Stock are summarized as follows: Number of shares Weighted Average Exercise Price ($) Weighted Average Remaining Recognition Period (Years) Nonvested at June 30, 2022 - $ - - Granted 1,650,000 $ 2.00 7 Vested (12,500 ) - 6.87 Forfeited - - - Nonvested at December 31, 2022 1,637,500 $ 2.00 6.71

COMMITMENTS

COMMITMENTS	6 Months Ended
	Dec. 31, 2022
COMMITMENTS
COMMITMENTS	NOTE 15. 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 each of the three and six months ended December 31, 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 each of the three months and six months ended December 31, 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 at each of the three and six months ended December 31, 2022 the Company recorded stock based compensation of $464,897 and $236,301, respectively. (d) 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. as of December 31, 2022 none of the conditions had been met for the additional options to vest. (e) 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. (f) 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 and months ended December 31, 2022 the Company recorded a total of $93,750 and $46,875 as stock based compensation in respect to the aforementioned agreement. (g) 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 and six months ended December 31, 2022 the Company recorded a total of $57,656 and $19,219, respectively, as stock based compensation in respect to the aforementioned agreement. (h) On December 21, 2022, with an effective date of January 23, 2023, the Company entered into an employment agreement with Neel Naik. Under the terms of the agreement, Mr. Naik will fill the position of Vice President and Head of Financial Operations, reporting jointly to the Company’s CEO and CFO. The agreement provides for an annual salary of $185,000. Further, under the terms of the employment agreement, upon mutual agreement of the exercise price, Mr. Naik will be granted a total of 700,000 incentive stock options, vesting over a four (4) year period, with 25% of the Option Shares vesting on the 12-month anniversary of the Vesting Start date, and thereafter at a rate of 1/48 each month. Mr Naik is eligible to participate in the Company’s employee benefit plans, when adopted, and is eligible to receive an annual bonus at the discretion of the Board.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Dec. 31, 2022
COMMITMENTS AND CONTINGENCIES	NOTE 16. COMMITMENTS AND CONTINGENCIES On June 21, 2022 and June 22, 2022, counsel for Your Superfoods, Inc. received trademark infringement notices from Shopify Inc. (“Shopify”) on behalf of Ogilvie Brands, Inc. (“Ogilvie”), alleging that Your Super’s “GUT FEELING” product infringes Ogilvie’s “GUT FEELINGS PROBIOTIC” trademark. On June 28, 2022, counsel for Your Superfoods sent a response letter to Shopify explaining the lack of a likelihood of confusion between the Your Super’s use of “GUT FEELING” and Ogilvie’s trademark, especially in light of the differences between the marks and the crowded field of dietary supplement marks containing the terms “GUT” and “FEELING.” Your Superfoods and Ogilvie are currently in settlement negotiations regarding this matter and the Company does not believe the aforementioned negotiations will have a material adverse effect on our business. A complaint filed in July 2022 in the Superior Court for the State of California, County of Santa Clara, by Spinaca Farms, Inc (“Plaintiff”), a supplier of Your Superfoods alleging (i) non-payment of certain invoices and (ii) a claim for reimbursement of certain custom products held by the plaintiff, was settled effective November 7, 2022 for certain cash consideration following which the complaint was dismissed. An arbitration proceeding commenced in September 2022 against Your Superfoods by Power Digital Marketing, a service provider of Your Superfoods was settled for certain cash consideration in November 2022, and the arbitration proceeding was dismissed. 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, other than as set out below:

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Dec. 31, 2022
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 17 - SUBSEQUENT EVENTS On January 24, 2023, with an effective date of February 6, 2023, the Company entered into an employment agreement with Daniel Carmody. Under the terms of the agreement, Mr. Carmody will fill the position of Senior Manager of Growth and Retention, reporting directly to the Company’s Chief Marketing Officer. The agreement provides for an annual salary of $145,000. Further, under the terms of the employment agreement, upon mutual agreement of the exercise price, Mr. Carmody will be granted a total of 200,000 incentive stock options, vesting over a four (4) year period, with 25% of the Option Shares vesting on the 12-month anniversary of the Vesting Start date, and at a rate of 1/48 each month thereafter. Mr Carmody is eligible to participate in the Company’s employee benefit plans, when adopted, On January 26, 2023, we entered into a definitive agreement with one U.S. accredited investor to issue 75,000 shares of our common stock, $0.001 par value per share in a private placement. Under the terms of the agreement, we sold an aggregate of 75,000 Common Shares at $2.00 per share for aggregate proceeds of $150,000. On February 13, 2023, the Company received $150,000 in cash proceeds from an existing shareholder for the purchase of an additional 75,000 shares of Seed Preferred Stock at $2 per share. On February 21, 2023, the Company entered into a Separation Agreement and Release of Claims with Amit Kapur (the “Separation Agreement”), pursuant to which Mr. Kapur’s employment with the Company as Chief Financial Officer pursuant to the executive offer letter agreement between the Company and Mr. Kapur dated June 2, 2022 (the “Employment Agreement”), and roles as Treasurer and Secretary of the Company, will terminate effective March 3, 2023 (the “Separation Date”). The termination of Mr. Kapur is not the result of any disagreement with Mr. Kapur on any matter relating to the Company’s operation, policies (including accounting or financial policies) or practices. The Employment Agreement provides that Mr. Kapur may receive severance, at the rate of his current base salary, for three months following his termination if he is terminated other than for cause or for breaching the Employment Agreement, subject to, among other conditions, his execution of a release of claims in a form provided by the Company. The Company and Mr. Kapur also entered into a Restricted Stock Award Agreement on September 1, 2022 (the “RSA Agreement”), pursuant to which he was awarded 1,250,000 shares of common stock of the Company (the “Restricted Stock”), which will be automatically forfeited because none of the shares of Restricted Stock will have vested as of the Separation Date. In accordance with the Separation Agreement, (a) Mr. Kapur has agreed (i) to a general release of claims and covenant not to sue in favor of the Company and (ii) to be available following the Separation Date, upon the Company’s request, to consult with the Company upon certain matters concerning it or its clients; and (b) the Company will (i) provide Mr. Kapur with severance for three months at his current base salary rate and (ii) agree to an amendment of the RSA Agreement such that seventy-five thousand (75,000) shares of the Restricted Stock will vest on the day immediately before the Separation Date, on the condition that, among other things, Mr. Kapur accepts the Separation Agreement and does not revoke his acceptance to it as provided therein (the “Amendment to Restricted Stock Award Agreement”). Effective on the Separation Date, the Board of Directors of the Company appointed Justin E. Figgins, the Company’s Head of Strategy and M&A, as the Company’s Chief Financial Officer, Treasurer, and Corporate Secretary on an interim basis, until such time as the Company’s Board of Directors appoints his successor. In his capacity as interim Chief Financial Officer, Mr. Figgins shall also succeed Mr. Kapur as the principal financial officer of the Company. Mr. Figgins, age 52, has served as the Company's Head of Strategy and M&A since May 2021. He is a digital pioneer having led Rightmove Plc’s LSE listing on the London stock exchange and U.S. unicorn Thrasio’s international expansion strategy. Previously, he was Executive Vice President and Chief Commercial Officer of cxLoyalty International, an international digital loyalty company, where he expanded the business into Africa, South America and EMEA. Prior to joining cxLoyalty, Mr. Figgins was the Managing Director of the Overseas business at Rightmove Plc from 2005 to 2008 and Director of Corporate Development at Cendant Europe Ltd from 2003 to 2005. In addition, Mr. Figgins held the positions of Vice President of TMT Investment Banking at Commerzbank from 2000 to 2003 in London and Vice President of Corporate Development at Prudential Financial from 1992 to 2000 based in New York. Mr. Figgins, who is a British citizen, graduated from the University of Rochester in 1992 (B.A. Economics & Political Science), and Cornell University in 2000 (M.B.A.). The Company’s management has reviewed all material subsequent events through the date these financial statements were issued in accordance with ASC 855-10.

SIGNIFICANT ACCOUNTING POLICI_2

SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Dec. 31, 2022
SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation	These unaudited condensed consolidated financial statements include the accounts of The Healing Company, Inc. and its 100% controlled subsidiaries, NOEO GmBH, NOEO, Inc., HLCO Borrower LLC, Your Super HLCO, LLC and the Your Super HLCO, LLC subsidiaries. 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.
Use of Estimates	The preparation of consolidated financial statements in conformity with U.S. GAAP 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 consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying values of its assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates, and the Company includes any revisions to its estimates in its results for the period in which the actual amounts become known. Significant estimates in the period include the preliminary purchase price allocation with respect to the acquisition of the assets and liabilities of Your Super Inc, .the allowance for doubtful accounts on accounts and other receivables, inventory allowance and impairment, valuation and useful lives of fixed assets, valuation of common stock and stock warrants, stock option valuations, imputed interest on due to related parties, and deferred tax valuation allowance.
Foreign Currency Translation and Transactions	The reporting currency of the Company is the U.S. dollar. The functional currencies of the Company’s Germany and Netherlands subsidiaries are the local currencies. The assets and liabilities of foreign subsidiaries are translated using exchange rates in effect at the consolidated balance sheet date. Revenues and expenses are translated using the average exchange rates prevailing during the period. Exchange-rate differences resulting from translation adjustments are accounted for as a component of accumulated other comprehensive loss. Borrowings in foreign currencies are recorded at the rate of exchange at the time of the transaction and are adjusted for any exchange rate gains or losses as of the balance sheet date. Translation of amounts from Euro into US$ has been made at the following exchange rates for the periods December 31, 2022 and June 30, 2022: December 31, 2022 June 30, 2022 Period-end Euro: US$ exchange rate $ 1.0704 $ 1.0476 Period average Euro: US$ exchange rate $ 1.0535 $ 1.0725 Translation gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are translated, as the case may be, at the rate on the date of the transaction and included in the results of operations as incurred. · Comprehensive Income ASC Topic 220, “ Comprehensive Income
Cash and Cash Equivalents	The Company defines cash and cash equivalents as highly liquid investments with original maturities of 90 days or less at the time of purchase. The Company also considers amounts in transit from payment processors for customer credit card and debit card transactions to be cash and cash equivalents. At December 31, 2022 and June 30, 2022, the Company’s cash and cash equivalents consisted primarily of cash held in checking accounts, and payment in transit from payment processors for customer credit card and debit card transactions. As of December 31, 2022 and June 30, 2022, the cash and cash equivalent was $4.3 million and $6.5 million, respectively.
Concentration of Risk	Financial instruments that subject the Company to significant concentrations of credit risk primarily consist of cash and cash equivalents. The Company maintains substantially all of its cash and cash equivalents with three financial institutions, which, at times, may exceed federally insured limits. The Company has not incurred any losses associated with this concentration of deposits. The Company currently has bank deposits with financial institutions in the U.S. which exceed FDIC insurance limits. FDIC insurance provides protection for bank deposits up to $250,000, so there were cumulative uninsured balances of $3,303 and $6,242 in the parent and its US based subsidiaries as of December 31, 2022 and June 30, 2022, respectively. There were no uninsured bank deposits with a financial institution outside the U.S. All uninsured bank deposits are held at high quality credit institutions.
Accounts Receivable and Allowance for Doubtful Accounts	Accounts receivable are stated net of an allowance for doubtful accounts. When management becomes aware of circumstances that may decrease the likelihood of collection to a point where a receivable is no longer probable of being collected, it records an allowance against amounts due, which reduces the receivable to the amount that management reasonably believes will be collected. For all other customers, management determines the adequacy of the allowance based on historical loss patterns, the number of days that billings are past due, and an evaluation of the potential risk of loss associated with specific accounts. The Company does not have any off-balance-sheet credit exposure related to its customers. As of December 31, 2022 and June 30, 2022, the allowance for doubtful accounts amounted to $485 and $0, respectively.
Inventories	Inventories consist primarily of raw materials, work-in-process (blended superfood powder) and finished goods. Finished goods and work-in-process include direct material, third-party blender, and other overhead costs involved in manufacturing for e-commerce sales. The Company values inventory using the standard costing method whereunder product costs are allocated based on standard rates for materials, labor, and overhead. The Company analyses actual costs at regular intervals and accounts for any variance in its costs of goods sold. Inventories are stated at the lower of cost or net realizable value, with cost determined using the first-in first-out method. Inventories have been reduced by an allowance for excess, obsolete and unsaleable inventories. The allowance is an estimate based on our management’s review of inventories on hand compared to estimated future usage and sales. The Company performs cycle counts of inventories at its warehouse and distribution center throughout the year. An allowance for inventory shrinkage is established for estimated inventory shrinkage since the last physical inventory date through the reporting date.
Property and Equipment	Property and equipment are stated at cost, net of accumulated depreciation and amortization, and depreciated over their estimated lives using the straight-line method. The useful lives of leasehold improvements are determined by the economic useful lives of the assets or the term of the leases, whichever is shorter. Depreciation and amortization is provided for by the straight-line method over the estimated useful lives as follows: Property and Equipment Estimated Useful Life Computer and other equipment 3-7 years Office furniture and fixtures 5-7 years Leasehold improvements Shorter of lease or useful life Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.
Business Combinations	The Company accounts for business combinations using the purchase method of accounting. The purchase method requires the Company to determine the fair value of all acquired assets, including identifiable intangible assets and all assumed liabilities. The total cost of acquisitions is allocated to the underlying identifiable net assets, based on their respective estimated fair values. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and the utilization of independent valuation experts, and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates and asset lives, among other items.
Goodwill and Intangibles	Goodwill represents the excess of the purchase price over the fair market value of the net assets (including intangibles) acquired on October 13, 2022. The Company has implemented the Business Combinations Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350, Intangibles Goodwill and Other. The Company reviews intangible assets (with a definite life), excluding goodwill and tradenames, for impairment when events or changes in circumstances indicate the carrying amount may not be recoverable. We measure the recoverability of these assets by comparing the carrying amounts to the future undiscounted cash flows that the assets are expected to generate. If the carrying value of the assets are not recoverable, the impairment recognized is measured as the amount by which the carrying value of the asset exceeds its fair value. There were no impairments for the periods presented. The Company tests goodwill, accreditation and trade names for impairment at least annually, or more frequently if events or changes in circumstances indicate that the asset may be impaired. There were no goodwill, accreditation or trade names impairments for the periods presented. Amortization of customer relationships and non-compete agreements on a straight-line basis totaled $63 in the three month period ended December 31, 2022
Long-Lived Assets	The Company evaluates the recoverability of its long-lived assets for impairment, other than goodwill, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted future net cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Fair value estimates are based on assumptions concerning the amount and timing of estimated future cash flows. The Company had no long-lived asset impairments as of December 31, 2022 and June 30, 2022, respectively.
Contract assets	In accordance with ASC 606-10-45-3, contract asset is when the Company’s right to payment for goods and services already transferred to a customer if that right to payment is conditional on something other than the passage of time. The Company will recognize a contract asset when it has fulfilled a contract obligation but must perform other obligations before being entitled to payment. There were no contract assets at December 31, 2022 and June 30, 2022.
Contract liabilities	Deferred revenue, a contract liability, primarily consists of arrangement consideration collected in advance of order fulfillment and unsatisfied obligations related to outstanding loyalty points. The Company expects that the majority the revenue deferrals recorded at the balance sheet date will be recognized as revenue in the next 12 months as performance obligations are satisfied. Sales taxes collected from customers and remitted to government authorities are excluded from revenue and deferred revenue. Ownership passes to customers upon shipment. Deferred revenue represents amounts collected from, or invoiced to, customers in excess of revenues recognized, primarily from the billing of annual subscription agreements. Also included in contract liabilities is the value of loyalty points with respect to the Company’s loyalty program described below. The value of these contract liabilities will increase or decrease based on the timing of invoices and recognition of revenue as customers use their rewards points. The Company offers a loyalty program to its customers which incorporates a points system for activities on the Company’s website, such as reviews, referrals, and purchases. Customers accumulate points based on their level of spending and type of participation. The points can be redeemed for purchases of goods offered at the Company’s websites. The Company defers the stand-alone selling price of earned reward points, net of rewards not expected to be redeemed (known as “breakage”), as liability for outstanding loyalty points. To estimate the stand-alone selling price for the points, the Company considers the stated redemption value per point dictated by the terms of the loyalty programs and then estimates the future breakage of reward points based on historical member activity. Upon redemption of points by customer, the Company recognizes revenue and reduces corresponding deferred revenue. The Company records breakage revenue of unredeemed points based on expected customer redemptions. The Company’s total contract liability balance was $1 million and $0 at December 31, 2022 and June 30, 2022, respectively, of which $984,000 and $0 relates to the liability for outstanding loyalty points.
Fair Value Measurements	The Company's financial instruments primarily consist of cash and cash equivalents, accounts receivable, contracts receivable, accounts payable and accrued liabilities, contracts receivable recourse, deferred, unearned tuition, debt and a capital lease obligation. The carrying values of the Company's financial instruments approximate fair value. FASB ASC 820, Fair Value Measurements and Disclosure ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories: Level 1 — Level 2 — Level 3 — The Company believes that the carrying amounts of cash and cash equivalents, accounts payable, and short-term borrowings approximate fair value based on either their short-term nature or on terms currently available to the Company in financial markets.
Revenue Recognition	Revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. The Company accounts for revenue contracts with customers by applying the requirements of ASC 606, Revenue from Contracts with Customers i. Identification of the contract with a customer. ii. Identification of the performance obligations in the contract. iii. Determination of the transaction price. iv. Allocation of the transaction price to the performance obligations in the contract. v. Recognition of revenue as the entity satisfies a performance obligation. When a customer purchases product from the Company, ownership of the product transfers to them at the point of shipment and the Company has an enforceable right to payment for product sold at that time. Accordingly, the customer has control of the product purchased from the Company starting at the point of shipment. The risk of loss or damage during shipment resides exclusively with the shipping carrier and the Company assumes no obligation for loss or damage of product while in transit to the customer. As a result of this change in terms of sale, the Company recognizes revenue, including shipping revenue, when performance obligations are satisfied through the transfer of control of promised goods to the Company’s customers, which is at the point of shipment. Sales are recorded net of returns, discounts, and any taxes collected from customers and remitted to government authorities. The Company generates its revenues from a diversified a mix of e-commerce activities with the majority of the revenue earned thru e-commerce with sales direct to consumer. The Company’s e-Commerce activities include the sale of organic nutritional superfood powder mixes online, through the Company’s website YourSuper.com. During the three-month period ended December 31, 2022, the Company’s direct to consumer sales of products accounted for 81% of total revenue. The Company records revenues from the sales on a “gross” basis pursuant to ASC 606-10 Revenue Recognition – Revenue from Contracts with Customers, when the Company controls the specified good before it is transferred to the end customer and have the risks and rewards as principal in the transaction, such as responsibility for fulfillment, retaining the risk for collection, and establishing the price of the products. If these indicators have not been met, or if indicators of net revenue reporting specified in ASC 606-10 are present in the arrangement, revenue is recognized net of related direct costs.
Cost of Revenue	Cost of revenue primarily consists of costs associated with the purchase of superfood products from third-party manufacturers. These costs include ingredients, packaging, third party manufacturing costs and freight-in shipping.
Product Warranties	The Company’s provision for estimated future warranty costs is based upon historical relationship of warranty claims to sales. Based upon historical sales trends and warranties provided by the Company’s, the Company has concluded that no warranty liability is required as of December 31, 2022 and June 30, 2022. To date, product allowance and returns have been minimal and, based on its experience, the Company believes that returns of its products will continue to be minimal.
Operating Expenses	Advertising and Marketing - The Company expenses advertising cost as incurred. Advertising costs amounted to $340,000 and $0 for the six months periods ended December 31, 2022, and 2021, respectively. Shipping and Logistics - Shipping and logistics expenses consist primarily of costs incurred to ship products to the customer. ASC 606-10-25-18B If shipping and handling activities are performed after a customer obtains control of the good, then the entity may elect to account for shipping and handling as activities to fulfill the promise to transfer the good. The entity shall apply this accounting policy election consistently to similar types of transactions. An entity that makes this election would not evaluate whether shipping and handling activities are promised services to its customers. If revenue is recognized for the related good before the shipping and handling activities occur, the related costs of those shipping and handling activities shall be accrued. An entity that applies this accounting policy election shall comply with the accounting policy disclosure requirements in paragraphs 235-10-50-1 through 50-6. The Company treated shipping and handling activities as fulfillment cost and presented under operating expenses in the accompanying consolidated statements of operations and comprehensive loss. General and administrative - General and administrative consists of salaries for employees, commissions and bonuses, consulting fees, employee benefit costs, stock-based compensation, bank processing fees, donations, travel and rent.
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.
Business Segments	The Company uses the “management approach” to identify its reportable segments. The management approach designates the internal organization used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. Using the management approach, the Company determined that it has one operating segment due to business similarities and similar economic characteristics.
Commitments and Contingencies	The Company follows the ASC 450-20, Commitments If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.
Income and Other Taxes	Income taxes are accounted for using the asset and liability method in accordance with ASC 740, Income Taxes The Company records net deferred tax assets to the extent they believe these assets will more-likely-than-not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. In the event the Company was to determine that it would be able to realize its deferred income tax assets in the future in excess of its net recorded amount, the Company would make an adjustment to the valuation allowance which would reduce the provision for income taxes.
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: December 31, 2022 June 30, 2022 Seed Preferred stock (Convertible to Common stock 1:1) 4,710,000 4,660,000 Seed Preferred warrants (Convertible to Common stock 1:1) 1,560,148 - Common stock warrants 1,650,000 - Stock options 3,391,250 3,166,250 Total 11,311,398 7,826,250
Recent Accounting Pronouncements	Recent Accounting Pronouncements

SIGNIFICANT ACCOUNTING POLICI_3

SIGNIFICANT ACCOUNTING POLICIES (Tables)	6 Months Ended
	Dec. 31, 2022
SIGNIFICANT ACCOUNTING POLICIES
Schdule of Foreign Currency Translation and Transactions	December 31, 2022 June 30, 2022 Period-end Euro: US$ exchange rate $ 1.0704 $ 1.0476 Period average Euro: US$ exchange rate $ 1.0535 $ 1.0725
Schdule of estimated useful lives	Property and Equipment Estimated Useful Life Computer and other equipment 3-7 years Office furniture and fixtures 5-7 years Leasehold improvements Shorter of lease or useful life
Schdule of potentially dilutive securities	December 31, 2022 June 30, 2022 Seed Preferred stock (Convertible to Common stock 1:1) 4,710,000 4,660,000 Seed Preferred warrants (Convertible to Common stock 1:1) 1,560,148 - Common stock warrants 1,650,000 - Stock options 3,391,250 3,166,250 Total 11,311,398 7,826,250

ACQUISITION (Tables)

ACQUISITION (Tables)	6 Months Ended
	Dec. 31, 2022
ACQUISITION
summary of the estimated fair values of acquisition costs	Consideration Paid – Fair Value Debt acquisition costs – Cash $ 2,000 Debt acquisition cost -1,500,000 common stock purchase warrants 687 Stock issued: Number of Shares: 3,200,000 Value per share $ 0.15 Total stock fair value 496 Total consideration $ 3,183
summary of the estimated fair values of the assets acquired and liabilities	Tangible assets acquired: Cash $ 322 Inventory 4,707 Accounts receivable 886 Prepaid expenses and other assets 968 Property and equipment 81 Security deposits 63 Deferred income taxes 45 Total assets acquired 7,072 Assumed liabilities Accounts payable and accrued liabilities (8,883 ) Contract liabilities (970 ) Income tax payable (41 ) Total liabilities assumed (9,894 ) Net tangible assets/liabilities (2,822 ) Intangible assets acquired: Tradename – trademarks, brand (indefinite life) 990 Customer base/distributors (expected 5 years) 1,184 Non-competes (expected 4 years) 64 Total intangible assets acquired 2,238 Goodwill 3,767 Total Net asset acquired $ 3,183
Schedule Of supplemental consolidated financial results of the Company	Three months ended December 31, Six months ended December 31, 2022 2021 2022 2021 Revenue $ 2,374 $ 8,788 $ 5,642 $ 19,746 Net loss from operations $ (3,024 ) $ (6,835 ) $ (8,139 ) $ (12,955 ) Weighted average number of common shares used in per share calculations 50,452,747 44,000,000 47,307,106 44,000,000 Basic and Diluted Loss Per Common Share $ (0.06 ) $ (0.15 ) $ (0.17 ) $ (0.29 )
Schedule Of net assets on acquisition	March 10, 2022 Cash and cash equivalent $ 8 Inventory 8 Prepaid expenses 69 Recoverable value added tax 21 Intangible assets 68 Accounts payable and accrued liabilities (33 ) Advances and accounts payable, related party (8 ) Loan payable, related party (158 ) Net assets (25 ) Consideration: Cash purchase 28 Additions to intangible assets $ 53

INTANGIBLE ASSETS (Tables)

INTANGIBLE ASSETS (Tables)	6 Months Ended
	Dec. 31, 2022
INTANGIBLE ASSETS
Schedule of intangible assets	Intangible assets, June 30, 2021 Additions: Intangible assets acquired from NOEO, March 10, 2022 $ 142 Tradenames and other intangibles 11 Impact of foreign exchange (4 ) Impairment of intangible assets, NOEO (138 ) Total, June 30, 2022 $ 11 Abandoned Trademark application fee refund (2 ) Tradename – trademarks (indefinite life) 990 Customer base/distributors (expected 5 years) 1,184 Non-competes (expected 4 years) 64 Less accumulated amortization (63 ) Total, December 31, 2022 $ 2,184

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	6 Months Ended
	Dec. 31, 2022
PROPERTY AND EQUIPMENT
Schedule of PROPERTY AND EQUIPMENT	( Dollars in thousands December 31, 2022 June 30, 2022) Computer equipment $ 227 $ - Furniture and fixtures 25 -- 252 - Less: accumulated depreciation (186 ) - Property and equipment, net $ 66 $ -

REVENUE (Tables)

REVENUE (Tables)	6 Months Ended
	Dec. 31, 2022
REVENUE
Schedule of Revenue by Geographical location	( Dollars in thousands Acquisition Date To December 31, 2022 US $ 1,694 Europe 680 Total $ 2,374
Schedule of Revenue by product sales channel	( Dollars in thousands Acquisition Date To December 31, 2022 Direct to Consumer $ 1,923 Amazon 237 Wholesale 214 Total $ 2,374
Schedule of deferred revenue balances	( Dollars in thousands Deferred revenue, as of the acquisition date, including reward liabilities of $965 $ 970 Increase in reward liabilities over the period, net 19 Increase in deferred revenue over the period, net 54 Deferred revenue, end of the period, including rewards liabilities of $984 1,043
Schedule of Company's sales returns reserve	( Dollars in thousands Balance, the acquisition date $ 103 Charges to Costs and Expenses 5 Deductions - Balance as of December 31, 2022 108

ACCOUNTS RECEIVABLE, NET (Table

ACCOUNTS RECEIVABLE, NET (Tables)	6 Months Ended
	Dec. 31, 2022
ACCOUNTS RECEIVABLE, NET
Schedule of Account receivable	( Dollars in thousands December 31, 2022 June 30, 2022 Accounts receivable $ 899 $ - Less: allowance for doubtful accounts (485 ) - Total $ 414 $ -
Schedule of Company's allowance for doubtful accounts	( Dollars in thousands Balance the acquisition date $ 314 Charges to Costs and Expenses 171 Deductions - Balance as of December 31, 2022 $ 485

INVENTORY (Tables)

INVENTORY (Tables)	6 Months Ended
	Dec. 31, 2022
INVENTORY
Schedule of inventory	( Dollars in thousands December 31, 2022 June 30, 2022 Raw material $ 4,914 $ - Work-in-process 598 - Finished goods 1,825 - Inventory reserve (3,226 ) - Total $ 4,111 $ -

ACCOUNTS PAYABLE AND ACCRUED _2

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables)	6 Months Ended
	Dec. 31, 2022
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Schedule of Accounts payable and accrued liabilities	( Dollars in thousands December 31, 2022 June 30, 2022 Accounts payable $ 4,770 $ 175 Accrued payroll and related liabilities 138 27 Accrued costs for inventory 129 - Accrual of estimated tax related expense 428 - Accrued expenses including accruals for professional fees, marketing costs, advertising, shipping and logistics 456 44 Accrued interest expenses 360 - Other accrued liabilities including sales tax and returns 170 - Total accounts payable and accrued liabilities $ 6,451 $ 256

STOCK BASED COMPENSATION (Table

STOCK BASED COMPENSATION (Tables)	6 Months Ended
	Dec. 31, 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 (498,958 ) $ 3.75 - Forfeited - - - Nonvested at December 31, 2022 2,982,292 $ 3.75 1.50 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 - - - - Outstanding at December 31, 2022 3,391,250 $ 0.001 7.26 $ - Options exercisable at December 31, 2022 1,056,875 $ 0.001 9.38 $ -

WARRANTS (Tables)

WARRANTS (Tables)	6 Months Ended
	Dec. 31, 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 1,560,148 $ 2.00 7 Warrants expired - $ - - Balance, December 31, 2022 1,560,148 $ 2.00 6.83 Number of Warrants Exercise Price ($) Expiry Date 1,560,148 2.00 August 04, 2029
Schdule of Warrants to purchase Common Stock	Number of shares Weighted Average Exercise Price ($) Weighted Average Remaining Recognition Period (Years) Nonvested at June 30, 2022 - $ - - Granted 1,650,000 $ 2.00 7 Vested (12,500 ) - 6.87 Forfeited - - - Nonvested at December 31, 2022 1,637,500 $ 2.00 6.71

ORGANIZATION AND BASIS OF PRE_2

ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative) - USD ($)			1 Months Ended	6 Months Ended
	Sep. 09, 2022	Mar. 10, 2022	Jan. 31, 2021	Dec. 31, 2022	Sep. 27, 2022	Aug. 04, 2022	Jul. 08, 2022	Jun. 30, 2022	Dec. 31, 2021
Sale of seed preferred stocks per share				$ 2
Working capital				$ 1,700,000
Subscription agreements amount				10,000,000
Subscription agreement received				$ 9,320,000
Additional Sale of seed preferred stock				50,000
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				$ 750,000,000
Preferred stock, shares authorized				10,000,000			5,000,000	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				50,904,920				44,004,920
Common stock par value				$ 0.001				$ 0.001
Common stock, shares outstanding				50,904,920				44,004,920
Preferred Stock designated Shares				7,800,000				7,800,000
Preferred stock, par value				$ 0.001				$ 0.001
Astutia Venture Capital AG [Member]
Cash Consideration				$ 300,000
Sale of stock represent in percetage			73%
Sale of stock			32,000,000
The Healing Company Inc [Member]
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
Exercise						$ 2
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		$ 30
Ownership percentage acquisred		100%

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	6 Months Ended	12 Months Ended
	Dec. 31, 2022	Jun. 30, 2022
Period-end Euro [Member]
Translation of amounts from Euro into US	1.0704	1.0476
Period average Euro [Member]
Translation of amounts from Euro into US	1.0535	1.0725

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1)	6 Months Ended
	Dec. 31, 2022
Leasehold Improvements [Member]
Property and Equipment useful life	Shorter of lease or useful life
Computer and other equipment [Member] | Minimum [Member]
Property and Equipment useful lives	3 years
Computer and other equipment [Member] | Maximum [Member]
Property and Equipment useful lives	7 years
Office furniture and fixtures [Member] | Minimum [Member]
Property and Equipment useful lives	5 years
Office furniture and fixtures [Member] | Maximum [Member]
Property and Equipment useful lives	7 years

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - shares	Dec. 31, 2022	Jun. 30, 2022
ORGANIZATION AND BASIS OF PRESENTATION
Seed Preferred stock (Convertible to Common stock 1:1)	4,710,000	4,660,000
Seed Preferred warrants (Convertible to Common stock 1:1)	1,560,148
Stock options	3,391,250	3,166,250
Total	11,311,398	7,826,250
Common stock warrants	1,650,000

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended	6 Months Ended
	Dec. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Jul. 01, 2022	Jun. 30, 2022	Dec. 31, 2020
ORGANIZATION AND BASIS OF PRESENTATION
Federal Deposit Insurance Corporation ("FDIC")	$ 250,000	$ 250,000
Cash and cash equivalent	4,300,000	4,300,000			$ 6,500,000
Uninsured amount	3,303	3,303			6,242
Allowance for doubtful accounts	(485,000)	(485,000)	$ (9)	$ (314,000)	0	$ (43)
Amortization of intangible assets	63
Contract liability	1	1			0
Outstanding loyalty liability	$ 984,000	984,000			$ 0
Advertising costs		$ 340,000	$ 0

ACQUISITION (Details)

ACQUISITION (Details) - Your Super, Inc. [Member]	Sep. 30, 2022 USD ($) $ / shares shares
Debt acquisition costs - Cash | $	$ 2,000
Debt acquisition cost -1,500,000 common stock purchase warrants	687
Number of Shares issued	3,200,000
Stock issued value per share | $ / shares	$ 0.15
Total stock fair value	496
Total consideration | $	$ 3,183

ACQUISITION (Details 1)

ACQUISITION (Details 1) - USD ($)	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022
Accounts payable and accrued liabilities	$ (6,451,000)		$ (256,000)
Goodwill	$ 3,767,000		$ 0
Your Super, Inc. [Member]
Cash		$ 322,000
Inventory		4,707,000
Accounts receivable		886
Prepaid expenses and other assets		968,000
Property and equipment		81
Security deposits		63
Deferred income taxes		45
Total assets acquired		7,072
Accounts payable and accrued liabilities		(8,883,000)
Contract liabilities		(970)
Income tax payable		(41)
Total liabilities assumed		(9,894)
Net tangible assets/liabilities		(2,822)
Recoverable value added tax		21,000
Total intangible assets acquired		2,238,000
Goodwill		3,767
Total Net asset acquired		3,183,000
Your Super, Inc. [Member] | Non-competes [Member]
Total intangible assets acquired		64,000
Your Super, Inc. [Member] | Customer base/distributors [Member]
Total intangible assets acquired		1,184,000
Your Super, Inc. [Member] | Tradename - trademarks, brand [Member]
Total intangible assets acquired		$ 990,000

ACQUISITION (Details 2)

ACQUISITION (Details 2) - Your Super, Inc. [Member] - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Revenue	$ 2,374	$ 8,788	$ 5,642	$ 19,746
Net loss from operations	$ (3,024)	$ (6,835)	$ (8,139)	$ (12,955)
Weighted average number of common shares used in per share calculations	50,452,747	44,000,000	47,307,106	44,000,000
Basic and Diluted Loss Per Common Share	$ (0.06)	$ (0.15)	$ (0.17)	$ (0.29)

ACQUISITION (Details 3)

ACQUISITION (Details 3) - USD ($) $ in Thousands	Dec. 31, 2022	Jun. 30, 2022	Mar. 10, 2022
Accounts payable and accrued liabilities	$ 6,451	$ 256
NOEO GmbH [Member]
Cash and cash equivalent			$ 8
Inventory			8
Prepaid expenses			69
Recoverable value added tax			21
Intangible assets			68
Accounts payable and accrued liabilities			33
Advances and accounts payable, related party			(8)
Loan payable, related party			(158)
Net assets			(25)
Consideration: Cash purchase			28
Additions to intangible assets			$ 53

ACQUISITION (Details Narrative)

ACQUISITION (Details Narrative) - NOEO GmbH [Member] - USD ($)		12 Months Ended
	Mar. 10, 2022	Jun. 30, 2022
Ownership percentage acquisred	100%
Impairment of intangible assets		$ 138,000
Cash consideration	$ 28,290

INTANGIBLE ASSETS (Details)

INTANGIBLE ASSETS (Details) $ in Thousands	Dec. 31, 2022 USD ($)
INTANGIBLE ASSETS
Intangible assets acquired from NOEO, March 10, 2022	$ 142
Tradenames and other intangibles	11
Impact of foreign exchange	(4)
Impairment of intangible assets, NOEO	138
Total, June 30, 2022	11
Abandoned Trademark application	2
Tradename - trademarks	990
Customer base/distributors	1,184
Non-competes	64
Less accumulated amortization	(63)
Total intangible assets	$ 2,184

INTANGIBLE ASSETS (Details Narr

INTANGIBLE ASSETS (Details Narrative)	3 Months Ended
	Sep. 30, 2022 USD ($)
INTANGIBLE ASSETS
Decreased intangible assets	$ 2,396

STOCK BASED COMPENSATION (Detai

STOCK BASED COMPENSATION (Details) - $ / shares	6 Months Ended	12 Months Ended
	Dec. 31, 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 months 7 days	7 months 18 days
Number of shares	3,391,250	3,166,250
Stock Option #2 [Member]
Number of shares	300,000
Role	Advisor
Exercise Price	$ 0.001
Vesting start date	09/01/2021
Term	10 months
Stock Option #3 [Member]
Number of shares	16,250
Role	Recruitment Agency
Exercise Price	$ 0.001
Vesting start date	06/05/2022
Term	10 months
Stock Option #4 [Member]
Number of shares	275,000
Role	Marketing Agency
Exercise Price	$ 0.001
Vesting start date	04/13/2022
Term	10 months
Stock Option #5 [Member]
Number of shares	125,000
Role	Board Director
Exercise Price	$ 0.001
Vesting start date	12/28/2021
Term	10 months
Stock Option #6 [Member]
Number of shares	125,000
Role	Board Director
Exercise Price	$ 0.001
Vesting start date	01/01/2022
Term	10 months
Stock Option #7 [Member]
Role	Brand Strategy Advisor
Exercise Price	$ 0.001
Vesting start date	09/07/2021
Term	10 months
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 months
Number of shares	1,000,000
Stock Option #9 [Member]
Role	Chief Scientific Advisor
Exercise Price	$ 0.001
Vesting start date	12/28/
Term	10 months
Number of shares	200,000
Stock Option #10 [Member]
Number of shares	100,000
Role	Marketing strategy
Exercise Price	$ 0.001
Vesting start date	08/01/2022
Term	10 months
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 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 months
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 Award #7 [Member]
Role	Executive
Exercise Price	$ 3.75
Vesting start date	07/05/2022
Number of shares	600,000

STOCK BASED COMPENSATION (Det_2

STOCK BASED COMPENSATION (Details 1) - $ / shares	6 Months Ended	12 Months Ended
	Dec. 31, 2022	Jun. 30, 2022
STOCK BASED COMPENSATION
Nonvested, Beginning Balance	2,881,250
Nonvested, Granted	600,000	3,100,000
Nonvested, Vested	(498,958)	(218,750)
Nonvested, Ending Balance	2,982,292	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 months	1 month 28 days
Nonvested, Weighted Average Remaining Recgnition Period (Years)	1 month 15 days	1 month 20 days

STOCK BASED COMPENSATION (Det_3

STOCK BASED COMPENSATION (Details 2) - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2022	Jun. 30, 2022
STOCK BASED COMPENSATION
Outstanding, Beginning Balance	3,166,250
Granted	225,000	3,166,250
Outstanding, Ending Balance	3,391,250	3,166,250
Options exercisable	1,056,875
Weighted Average Exercise Price, Beginning Balance	$ 0.001	$ 0
Weighted Average Exercise Price, Granted	0.001	0.001
Weighted Average Exercise Price, Exercised	0
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 months	10 months
Weighted Average Remaining Term in Years. Outstanding	7 months 7 days	7 months 18 days
Weighted Average Remaining Term in Years. Exercisable	9 months 11 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	6 Months Ended	12 Months Ended
	Jan. 10, 2022	Dec. 31, 2022	Dec. 31, 2022	Jun. 30, 2022
Option shares	300,000
Services Agreement shares	100,000
common stock on sustained market capitalization		200,000	200,000
Assuming average daily trading volume	100,000
Sustained market capitalization			$ 400,000,000
Vesting Percentage			2%
Stock-based compensation expenses		$ 870,000	$ 1,900,000	$ 1,880,000
Deferred compensation expense		$ 10	$ 10
Risk-free interest rate		3.26%	3.26%
Expected term Minimum			5 years
Expected term Maximum			10 years
Expected volatility		62.49%	62.49%
Weighted average period			1 year 6 months
Dividend yield			0%
First Three Months Anniversary [Member]
Vesting Percentage			25%
Second Three Months Anniversary [Member]
Vesting Percentage			25%
Three Months Anniversary [Member]
Vesting Percentage			12.50%
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	50,000
vesting upon achieving		$ 2,000,000	$ 2,000,000
Revenue and an additional Shares		100,000	100,000
vesting upon achieving revenue			$ 10,000,000
Vested Award [Member]
Stock-based compensation expenses		$ 880,000	$ 1,680,000	$ 3,440,000
Weighted average period			6 years 3 months 21 days
Unamortized compensation expenses		$ 7,600,000	$ 7,600,000

WARRANTS (Details)

WARRANTS (Details) - $ / shares	6 Months Ended	12 Months Ended
	Dec. 31, 2022	Jun. 30, 2022
Outstanding, Beginning Balance	3,166,250
Outstanding, Ending Balance	3,391,250	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 months 7 days	7 months 18 days
Warrants Member
Number of share warrants issued	1,560,148
Outstanding, Ending Balance	1,560,148
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	6 Months Ended
	Dec. 31, 2022 $ / shares shares
Number | shares	1,560,148
Exercise price | $ / shares	$ 2
Expiry Date	August 04, 2029

WARRANTS (Details 2)

WARRANTS (Details 2) - $ / shares	6 Months Ended	12 Months Ended
	Dec. 31, 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 months 7 days	7 months 18 days
Warrants to purchase Common Stock
Granted	1,650,000
Vested	12,500
Nonvested, Ending Balance	1,637,500
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. Vested	6 years 10 months 13 days
Weighted Average Remaining Term in Years. Outstanding	6 years 8 months 15 days

WARRANTS (Details Narrative)

WARRANTS (Details Narrative) - USD ($)					6 Months Ended
	Nov. 10, 2022	Sep. 09, 2022	Aug. 04, 2022	Aug. 04, 2022	Dec. 31, 2022	Jun. 30, 2022
Dividend yield					0%
Other current liabilities					$ 404,000	$ 8,000
Financing costs			$ 562,500
Warrants to purchase Common Stock
Warrants description					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
Expected term				7 months
Volatility			62.56%	62.56%
Warrants issued			1,300,123	1,300,123
Exercise price			$ 2	$ 2
Risk-free interest rate			2.73%	2.73%
Dividend yield			0%	0%
Financing costs					$ 4,000,000
Inducement loan					$ 3,000,000
Warrants to purchase Common Stock 1
Total warrants value	$ 427,000	$ 687,000
Warrants description	Tri-Party Assignment and Settlement Agreement where under the outstanding balance payable of $1,077,929 was agreed to be settled by the issuance of common stock purchase warrants (the “Warrant”)				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	150,000	1,500,000
Expected term	7 months	3 months
Dividend yield	0%	0%
Exercise price	$ 2	$ 2
Risk-free interest rate	3.89%	4.25%
Volatility	63.52%	60%
Gain on debt settlement	$ 650,429
Other current liabilities					$ 24,000
Unamortized amount unvested warrants					$ 403,000
Weighted average period					6 months 21 days

STOCKHOLDERS EQUITY (DEFICIT) (

STOCKHOLDERS EQUITY (DEFICIT) (Details Narrative) - USD ($)		3 Months Ended		6 Months Ended
	Mar. 07, 2022	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2022	Jul. 08, 2022	Jun. 30, 2022	Oct. 07, 2021	Apr. 29, 2021
Preferred stock, shares authorized		10,000,000		10,000,000	5,000,000	10,000,000
Preferred stock, shares authorized increase					7,800,000
Common stock, shares issued		50,904,920		50,904,920		44,004,920
Common stock, shares outstanding		50,904,920		50,904,920		44,004,920
Preferred Stock designated Shares		7,800,000		7,800,000		7,800,000
Preferred stock, par value		$ 0.001		$ 0.001		$ 0.001
Preferred stock, shares issued		4,710,000		4,710,000		4,660,000
Preferred stock, shares outstanding		4,710,000		4,710,000		4,660,000
Proceeds from sale of preferred stock				$ 100,000
Common stock, par value		$ 0.001		$ 0.001		$ 0.001
Common stock, shares authorized		290,000,000		290,000,000		290,000,000
Various individuals [Member]
Stock awards issued			3,700,000
Seed Preferred Stock 1 [Member]
Preferred stock, shares authorized							10,000,000
Preferred Stock designated Shares						5,000,000
Preferred shares issued, value		$ 100,000
Preferred shares issued		50,000
Price per share		$ 2		$ 2
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		47,704,920		47,704,920		4,660,000
Preferred stock, shares outstanding		4,710,000		4,710,000		4,660,000
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]
Common stock, shares issued	4,920
Share sold	4,920
Share sold value	$ 9,840
Common stock, par value	$ 2
Your Super, Inc. [Member]
Stock awards issued		3,200,000
Financial Industry Regulatory Authority [Member]
Common stock, shares issued								44,000,000
Common stock, shares outstanding								44,000,000
Preferred Stock designated Shares							5,000,000
Preferred stock, par value							$ 0.001
Common stock, par value								$ 0.001
Common stock, shares authorized							290,000,000	300,000,000

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jun. 30, 2022
Property and equipment	$ 252	$ 0
Less: accumulated depreciation	(186)	0
Property and equipment, net	66	0
Computer and other equipment [Member]
Property and equipment	227	0
Office furniture and fixtures [Member]
Property and equipment	$ 25	$ 0

REVENUE (Details)

REVENUE (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Revenue	$ 2,374	$ 0	$ 2,374	$ 0
US
Revenue			1,694
Europe
Revenue			$ 680

REVENUE (Details 1)

REVENUE (Details 1) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Revenue	$ 2,374	$ 0	$ 2,374	$ 0
Direct to Consumer
Revenue			1,923
Amazon
Revenue			237
Wholesale
Revenue			$ 214

REVENUE (Details 2)

REVENUE (Details 2)	6 Months Ended
	Dec. 31, 2022 USD ($)
REVENUE
Increase in reward liabilities over the period, net	$ 19,000
Deferred revenue, as of the acquisition date, including reward liabilities of $965	970,000
Increase in deferred revenue over the period, net	54,000
Deferred revenue, end of the period, including rewards liabilities of $984	$ 1,043,000

REVENUE (Details 3)

REVENUE (Details 3)	6 Months Ended
	Dec. 31, 2022 USD ($)
REVENUE
Charges to Costs and Expenses	$ 5,000
Balance, the acquisition date	103,000
Deductions	0
Balance as of December 31, 2022	$ 108,000

REVENUE (Details Narrative)

REVENUE (Details Narrative) - USD ($)	Dec. 31, 2022	Sep. 30, 2022
REVENUE
Rewards liabilities	$ 984	$ 965

ACCOUNTS RECEIVABLE, NET (Detai

ACCOUNTS RECEIVABLE, NET (Details) - USD ($)	Dec. 31, 2022	Jul. 01, 2022	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
ACCOUNTS RECEIVABLE, NET
Accounts receivable	$ 899,000		$ 0
Allowance for doubtful accounts	(485,000)	$ (314,000)	0	$ (9)	$ (43)
Total	$ 414,000		$ 0

ACCOUNTS RECEIVABLE, NET (Det_2

ACCOUNTS RECEIVABLE, NET (Details 1) $ in Thousands	6 Months Ended
	Dec. 31, 2022 USD ($)
ACCOUNTS RECEIVABLE, NET
Balance the acquisition date	$ 0
Charges to Costs and Expenses	171
Deductions	0
Balance as of December 31, 2022	$ 485

ACCOUNTS RECEIVABLE, NET (Det_3

ACCOUNTS RECEIVABLE, NET (Details Narrative) - USD ($)	Dec. 31, 2022	Jul. 01, 2022	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
ACCOUNTS RECEIVABLE, NET
Allowance for Doubtful Accounts	$ 485,000	$ 314,000	$ 0	$ 9	$ 43

INVENTORY (Details)

INVENTORY (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jun. 30, 2022
INVENTORY
Raw material	$ 4,914	$ 0
Work-in-process	598	0
Finished goods	1,825	0
Inventory reserve	(3,226)	0
Total	$ 4,111	$ 0

INVENTORY (Details Narrative)

INVENTORY (Details Narrative)	3 Months Ended
	Dec. 31, 2022 USD ($)
INVENTORY
Inventory reserve increased	$ 131

ACCOUNTS PAYABLE AND ACCRUED _3

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Jun. 30, 2022
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable	$ 4,770	$ 175
Accrued payroll and related liabilities	138	27
Accrued costs for inventory	129	0
Accrual of estimated tax related expense	428	0
Accrued expenses including accruals for professional fees, marketing costs, advertising, shipping and logistics	456	44
Accrued interest expenses	360	0
Other accrued liabilities including sales tax and returns	170	0
Total accounts payable and accrued liabilities	$ 6,451	$ 256

LOAN PAYABLE (Details narrative

LOAN PAYABLE (Details narrative) - USD ($)		1 Months Ended	3 Months Ended	6 Months Ended
	Aug. 04, 2022	Oct. 27, 2022	Dec. 31, 2022	Dec. 31, 2022	Jun. 30, 2022
Principal amount	$ 400,000
Interest rate	12%
Maturity term	12 months
Finance costs	$ 562,500
Quarterly fee	12,500
Total funds drawanable	$ 50,000,000
Warrants issued	1,560,148
Exercise price	$ 2
Term loan fund		$ 3,000,000
Administrative fees			$ 12,500	$ 25,000
Interest paid			108,440	127,884
Unpaid interest			62,614	62,614
Loan payable			$ 169,000	$ 169,000	$ 165,000
Minimum
Loan payable	$ 75,000,000
Maximum
Loan payable	$ 150,000,000

COMMITMENTS (Details Narrative)

COMMITMENTS (Details Narrative) - USD ($)

1 Months Ended

3 Months Ended

6 Months Ended

8 Months Ended

12 Months Ended

Sep. 01, 2022

Aug. 03, 2022

Jan. 23, 2023

Jul. 28, 2022

Mar. 23, 2022

Nov. 27, 2021

Dec. 31, 2022

Dec. 31, 2022

Jun. 30, 2022

Dec. 31, 2022

Jun. 30, 2022

Mar. 23, 2023

Aug. 01, 2022

Jan. 01, 2022

Dec. 28, 2021

Stock based compensation expense

$ 57,656

$ 530,137

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

$ 93,750

46,875

Lee Forester [Member]

Excercise price

$ 0.001

Non statutory stock options issued

125,000

Stock based compensation expense

57,656

19,219

Advisory rate per month

$ 3,125

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

KET Consulting LLC [Member]

Annual compensation

$ 240,000

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

Non statutory stock options issued

100,000

Stock based compensation expense

$ 236,301

236,301

464,897

Exercisable price, per share

$ 0.001

Vesting term

18 months

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

Exercise price

$ 0.001

Neel Naik

Salary

$ 185,000

Incentive stock options

$ 700,000

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)		1 Months Ended
	Feb. 06, 2023	Feb. 21, 2023	Feb. 13, 2023	Jan. 26, 2023	Dec. 31, 2022	Sep. 01, 2022	Jun. 30, 2022
Common stock, par value					$ 0.001		$ 0.001
SubsequentEvent [Member]
Proceeds from common stock				$ 150,000
SubsequentEvent [Member] | Purchase Agreements [Member]
Descripion separation agreement		(i) to a general release of claims and covenant not to sue in favor of the Company and (ii) to be available following the Separation Date, upon the Company’s request, to consult with the Company upon certain matters concerning it or its clients; and (b) the Company will (i) provide Mr. Kapur with severance for three months at his current base salary rate and (ii) agree to an amendment of the RSA Agreement such that seventy-five thousand (75,000) shares of the Restricted Stock will vest on the day immediately before the Separation Date, on the condition that, among other things, Mr. Kapur accepts the Separation Agreement and does not revoke his acceptance to it as provided therein (the “Amendment to Restricted Stock Award Agreement”)
SubsequentEvent [Member] | Mr. Carmody [Member]
Annual salary	$ 145,000
Description of further employment agreement	under the terms of the employment agreement, upon mutual agreement of the exercise price, Mr. Carmody will be granted a total of 200,000 incentive stock options, vesting over a four (4) year period, with 25% of the Option Shares vesting on the 12-month anniversary of the Vesting Start date, and at a rate of 1/48 each month thereafter
SubsequentEvent [Member] | Common Stocks [Member] | AccreditedInvestor [Member]
Share sold				75,000
Price per share				$ 2
Common stock, par value				$ 0.001
Issurance shares of common stock				75,000
SubsequentEvent [Member] | Seed Preferred Shares [Member]
Price per share			$ 2
Received cash proceeds from an existing shareholder			$ 150,000
Purchase additional shares of Preferred Stock			75,000
Restricted Stock [Member]
Warrant to purchase						1,250,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)					1 Months Ended					3 Months Ended	6 Months Ended		12 Months Ended
	Oct. 14, 2022	Jun. 02, 2022	Mar. 10, 2022	Jan. 10, 2022	May 22, 2022	Mar. 23, 2022	Feb. 16, 2022	Nov. 27, 2021	Jul. 16, 2021	Dec. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Jun. 30, 2022	Sep. 01, 2022	Nov. 01, 2021
Stock-based compensation expense											$ 57,656		$ 530,137
Additional unpaid amount											15,750
Accounts payable, related parties, accrued											77,000	$ 65,000
Due to related party										$ 3,000	3,000		3,000
Advances payable										73,000	73,000		0
Lee Larson Elmore [Member]
Due to related party										1,000	1,000
Payment made to related party											1,800
Invoiced rate															$ 5,000
W A O W Advisory Group Gmbh [Member]
Accrued and unpaid interest										9,962	$ 9,962		5,771
Proceeds from subscription receivable					$ 4,280,000								680,000
Cash proceeds from aforementioned subscription													$ 3,600,000
Shares issued of seed preferred stock													180,000
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
Michael Kuech [Member]
Vested stock options	30,000
Annual gross salary	$ 225,000
Increase in salary	250,000
Annual bonus	$ 150,000
Kristel De Groot [Member]
Vested stock options	300,000
Annual gross salary	$ 225,000
Kay Koplovitz, Chairperson of the Board [Member]
Stock-based compensation expense										117,187	$ 234,374		$ 117,187
Accrued amount										12,500	$ 250,000
Annual fee						$ 50,000				$ 117,187			$ 12,500
Vested stock options										31,250	62,500		31,250
Option to purchase share common shares						25					37,500
Exercise price per share						$ 0.001
Restricted stock award agreement											250,000
Shares vested as second anniversary of the Vesting Start Date						100%
Amit Kapur, CFO [Member]
Stock-based compensation expense										$ 295,376	$ 295,376		$ 80,265
Award vests on the one-year anniversary		25%
Annual fee		$ 300,000
Shares issued of restricted common stock		1,250,000
Mr. Elmore
Advances payable													2,800
Simon Belsham, CEO, President And Director [Member]
Stock-based compensation expense		$ 117,187								236,301	236,301		778,253
Annual compensation one and two year								$ 400,000
Annual compensation year three								500,000
Signing bonus								75,000
Bonus year one								100,000
Bonus year two								$ 200,000
Shares acquired														2,500,000
Excercise price per share														$ 0.001
Valuation report														$ 2,500
Restricted share issued								1,000,000
Award vests on the one-year anniversary								25%
Poonacha Machaiah, Director [Member]
Stock-based compensation expense										57,656	57,656		$ 115,312
Accrued amount										$ 9,375	$ 9,375
Annual fee									$ 37,500
Vested stock options										15,625	15,625		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											$ 34,375		$ 15,625
Steven Bartlett, Director [Member]
Stock-based compensation expense										$ 283,562	283,562		115,312
Additional unpaid amount											30,000
Accrued amount										$ 9,375
Annual fee							$ 37,500						$ 18,750
Vested stock options				300,000						15,625			31,250
Option to purchase share common shares							125,000
Exercise price per share							$ 0.001
Option Shares vesting							12.50%
Non statutory stock options				1,000,000
Further Vested stock options				700,000
FSL paid for service rendered				$ 30,000						$ 65,675	60,000		$ 109,178
Marketing service rendered										65,128	39,744		$ 88,459
NOEO GmbH [Member]
Ownership interest acquired			100%
NOEO GmbH [Member] | Anabel Olemann, Director [Member]
Ownership interest acquired			100%
Cash consideration			$ 29,800,000
NOEO [Member] | Maturity One [Member]
Interest rate			5%
Balance outstanding										$ 169,249	$ 169,249
Maturity date			Dec. 31, 2022