The Healing Company Inc. (HLCO) 10-Q 19 May 23 2023 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Mar. 31, 2023	May 18, 2023
Cover [Abstract]
Entity Registrant Name	THE HEALING COMPANY INC.
Entity Central Index Key	0001441082
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--06-30
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Mar. 31, 2023
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Entity Common Stock Shares Outstanding		51,734,920
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-56551
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

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2023	Jun. 30, 2022
Current Assets
Cash and cash equivalents	$ 3,087	$ 6,492
Accounts receivable, net	501	0
Prepaid expenses	1,338	85
Inventory, net	4,024	0
Advances to vendors	129	0
Other current assets	231	0
Total Current Assets	9,310	6,577
Property and equipment	51	0
Intangible assets, net	2,120	11
Goodwill	8,793	0
Security deposits	2	0
Deferred income tax	8	0
Total Assets	20,284	6,588
Current Liabilities
Accounts payable and accrued expenses	6,517	256
Accounts payable - related party	318	38
Contract liabilities	3,166	0
Loan	4,873	0
Loan payable - related party	171	165
Advances payable - related parties	3	3
Other current liability	1,369	8
Sales tax payable	118	0
Total Current Liabilities	16,535	470
Total Liabilities	16,535	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 4,885,000 and 4,660,000 are issued and outstanding as of March 31, 2023, and June 30, 2022, respectively	5	5
Common Shares - 290,000,000 authorized, $0.001 par value, 52,529,920 and 44,004,920 shares issued and outstanding as at March 31, 2023 and June 30, 2022, respectively	53	44
Additional Paid-in Capital	28,592	14,653
Deferred compensation	3,663	0
Accumulated Deficit	(21,061)	(8,591)
Other Comprehensive Income (loss)	(177)	7
Total Stockholders' Equity	3,749	6,118
Total Liabilities and Stockholders' Equity	$ 20,284	$ 6,588

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2023	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	4,885,000	4,660,000
Preferred stock, shares outstanding	4,885,000	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	52,529,920	44,004,920
Common stock, shares outstanding	52,529,920	44,004,920

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)
Revenue	$ 3,185	$ 0	$ 5,559	$ 0
Cost of revenue	1,363	0	3,138	0
Gross profit	1,822	0	2,421	0
Operating expenses
Advertising and marketing	935	0	1,275	0
General and Administrative	1,412	154	6,561	188
Professional and Consulting fees	1,362	411	6,451	1,302
Management fees	382	174	1,153	328
Total operating expenses	4,091	739	15,440	1,818
Other income (expenses)
Interest expenses, net	(196)	0	(1,136)	0
Foreign currency gain (loss), net	(5)	0	367	0
Other income	304	0	1,318	0
Total other income	103	0	549	0
Loss from Operations before provision for income tax	(2,166)	(739)	(12,470)	(1,818)
Provisions for income taxes	0	0	0	0
Net loss	(2,166)	(739)	(12,470)	(1,818)
Other comprehensive income (expense)
Foreign currency translation adjustment	202	0	(184)	0
Total comprehensive income (loss)	$ (1,964)	$ 0	$ (12,654)	$ 0
Basic and Diluted Loss Per Common Share	$ (0.04)	$ (0.02)	$ (0.26)	$ (0.04)
Weighted average number of common shares used in per share calculations	51,407,420	44,001,312	48,658,858	44,000,431

Condensed Consolidated Statem_2

Condensed Consolidated Statement of Stockholders Equity (Deficit) (Unaudited) - USD ($) $ 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	(1,818)
Balance, shares at Mar. 31, 2022		825,000	44,004,920
Balance, amount at Mar. 31, 2022	(442)	$ 0	$ 44	1,659	0	0	(2,145)
Balance, shares at Jun. 30, 2021			44,000,000
Balance, amount at Jun. 30, 2021	(283)	$ 0	$ 44	0	0	0	(327)
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)
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)
Loss-- for the period	(739)	$ 0	0	0	0	0	(739)
Issuance of Seed Preferred Stock for cash, shares		500,000
Issuance of Seed Preferred Stock for cash, amount	1,000	$ 0	$ 0	1,000	0	0	0
Issuance of common stock for cash, shares			4,920
Issuance of common stock for cash, amount	9	$ 0	$ 0	9	0	0	0
Balance, shares at Mar. 31, 2022		825,000	44,004,920
Balance, amount at Mar. 31, 2022	(442)	$ 0	$ 44	1,659	0	0	(2,145)
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)
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
Net loss	(7,280)	0	0	0	0	0	(7,280)
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	(12,470)
Balance, shares at Mar. 31, 2023		4,885,000	52,529,920
Balance, amount at Mar. 31, 2023	3,749	$ 5	$ 53	28,592	(3,663)	(177)	(21,061)
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)
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
Net loss	(3,024)	0	0	0	0	0	(3,024)
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)
Loss-- for the period	(2,166)
Issuance of Seed Preferred Stock for cash, shares		175,000
Issuance of Seed Preferred Stock for cash, amount	350	$ 0	$ 0	350	0	0	0
Issuance of common stock for cash, shares			125,000
Issuance of common stock for cash, amount	250	0	$ 0	250	0	0	0
Stock based compensation - stock options	623	0	0	623	0	0	0
Net loss	(2,166)	0	0	0	0	0	(2,166)
Foreign Currency Translation	202	0	0	0	0	202	0
Vested warrants under debt settlement	35	0	$ 0	35	0	0	0
Stock issued under acquisition agreement, shares			1,400,000
Stock issued under acquisition agreement, amount	$ 210	0	$ 2	208	0	0	0
Exercise of options, shares	100,000		100,000
Exercise of options, amount	$ 0	0	$ 0	0	0	0	0
Stock based compensation - stock awards, net of forfeitures in the period	124	$ 0	$ 0	6,544	6,420	0	0
Balance, shares at Mar. 31, 2023		4,885,000	52,529,920
Balance, amount at Mar. 31, 2023	$ 3,749	$ 5	$ 53	$ 28,592	$ (3,663)	$ (177)	$ (21,061)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (12,470)	$ (1,818)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization	157	0
Stock based compensation	4,081	0
Warrants issued as financing cost	(4,052)	0
Gain on settlement of debt	1,060	0
Foreign currency gain	(319)	0
Change in deferred income taxes	(227)	0
Change in operating assets and liabilities:
Vendor cash advances	(129)	0
Prepaid expenses	22	139
Accounts receivable	(472)	0
Sales tax payable	(6)	4
Inventories	(1,056)	0
Accounts payable	(1,115)	149
Accounts payable and accrued expenses - related party	280	9
Contract liabilities	(163)	0
Net cash (used in) provided by operating activities	(5,143)	(1,803)
Cash flows from investing activities:
Cash acquired under acquisition	595	0
Payment under acquisition	(4,500)	(20)
Intangible assets		(8)
Refund on trademark registration	2	0
Security deposits	(64)	0
Net cash used in investing activities	(3,839)	(28)
Cash flows from financing activities:
Proceeds from sale of Seed Preferred Stock and common stock	700	1,659
Advances payable - related parties	0	397
Proceeds from loan payable	4,873	0
Net cash provided by financing activities	5,573	2,056
Effect of exchange rate changes on cash and cash equivalents	4	0
Net (decrease) increase in cash and cash equivalents	(3,405)	225
Cash and cash equivalents at beginning of period	6,492	0
Cash and cash equivalents at end of period	3,087	225
Supplemental cash flow information:
Cash paid for interest	323	0
Cash paid for income taxes	0	0
Supplemental Non-Cash Investing and Financing Information:
Net assets acquired from acquisition (excluding cash)	(4,752)	0
Intangible assets acquired from acquisition	2,238	0
Goodwill	8,793	0
Debt settled with common stock warrant	$ 472	$ 0

ORGANIZATION AND BASIS OF PRESE

ORGANIZATION AND BASIS OF PRESENTATION	9 Months Ended
	Mar. 31, 2023
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 (“NOEO”) on March 10, 2022, and the onboarding of a new management team, the Company commenced operations in the health and wellness sector. Current Information On March 3, 2023, the Company and Chopra HLCO LLC, a Delaware limited liability company and indirect wholly owned subsidiary of the Company (“Chopra HLCO”) (collectively the “Buyer”) simultaneously (i) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Chopra Global, LLC, a Delaware limited liability company (“Seller”), and solely with respect to certain specified indemnification provisions of the Purchase Agreement, Deepak Chopra, the majority member of Seller, to acquire (the “Acquisition”) certain assets of Seller (the “Purchased Assets”) and certain liabilities related to Seller’s business activities involving the Chopra Global Digital, Chopra Global Licensing and Chopra Global Products assets (these business activities are referred to herein as the “Chopra Business”) and (ii) closed the Acquisition (the “Closing”). Following the Closing, the Purchased Assets are being held by, and the Chopra Business is being operated through, Chopra HLCO. The consideration paid and payable by Buyer for the Purchased Assets is an aggregate purchase price (the “Purchase Price”) of up to Five Million Dollars ($5,000,000) in cash plus newly issued shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). One Million Dollars ($1,000,000) of the cash portion of the Purchase Price was paid to Seller on March 3, 2023, along with the issuance to Seller of One Million Four Hundred Thousand 1,400,000) shares (the “Closing Shares”) of the Common Stock. A deferred cash payment of Two Million Five Hundred Thousand Dollars ($2,500,000) was paid to Seller prior to March 31, 2023. In addition, Seller may receive certain Earnout payments of up to $3 million by way of cash and shares upon certain terms and conditions. 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 nine months ended March 31, 2023, 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 nine months ended March 31, 2023, 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 (the “SEC”). Going Concern The Company had a working capital deficit of $7.225 million on March 31, 2023. 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 $9.66 million, with the remaining $0.34 million expected to be collected in before June 30, 2023. During the current nine months ended March 31, 2023, the Company sold an additional 50,000 shares of seed preferred stock at $2 per share for proceeds of $0.1 million and 125,000 shares of common stock at $2 per share for proceeds of $250,000, all of which has been collected to date. Subsequent to March 31, 2023, the Company raised an additional $1.5 million through the sale of an additional 750,000 shares of its Common Stock. 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 and Chopra Business assets. During the nine months ended March 31, 2023, the Company entered into a credit 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 (the “Term Loans”)), the proceeds of which may be used to acquire assets that are deemed eligible by meeting certain criteria. To date, the Company has been funded $4.87 million under the terms of this agreement in order to facilitate the purchase of operating assets. The continuation of the Company as a going concern is dependent upon the ability to attain profitable operations from the Company’s existing and planned future 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 existing and 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 the World Health Organization has recently declared that the COVID-19 pandemic is no longer a public health emergency of international concern 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, but are not limited to, inflation, potential supply chain issues as a result of the aforementioned recovery from the COVID-19 pandemic, the recent war in the Ukraine and climate change. 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	9 Months Ended
	Mar. 31, 2023
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, Chopra 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. and Chopra HLCO, 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 ended March 31, 2023 and June 30, 2022: March 31, 2023 June 30, 2022 Period-end Euro: US$ exchange rate $ 1.0842 $ 1.0476 Period average Euro: US$ exchange rate $ 1.0428 $ 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 March 31, 2023 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 March 31, 2023 and June 30, 2022, the cash and cash equivalent was $3.1 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 $1,754 and $6,242 in the parent and its US based subsidiaries as of March 31, 2023 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 March 31, 2023 and June 30, 2022, the allowance for doubtful accounts amounted to $496 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 materials, finished product kits, finished products, 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 and March 3, 2023, respectively. 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 $126 in the nine-month period ended March 31, 2023. 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 March 31, 2023 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 March 31, 2023 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 $3.17 million and $0 at March 31, 2023 and June 30, 2022, respectively, of which $1.1 million primarily relates to the liability for outstanding loyalty points for Your Super and $2.06 million relates to customer subscription deposits with respect to membership fees from the Chopra wellness app which are collected in advance and amortized over the one (1) year term of the membership, advances on retreat packages and prepaid licensing fees. 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 and sales of the Chopra wellbeing line available at Chopra.com. During the nine-month period ended March 31, 2023, the Company’s direct to consumer sales of products accounted for 59% of total revenue. In addition, the Company records revenue from the sale of memberships to the Chopra Wellbeing and Meditation App. Revenues from the membership are collected in advance and recognized over the term of the membership. Finally, the Company records net revenue in the form of commissions with respect to sales of attendance at its wellness retreats at various US based locations. 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 and materials and packaging for its Chopra wellness kits 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 March 31, 2023 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 $1.3 million and $0 for the nine-month periods ended March 31, 2023, and 2022, 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 three operating segments: Ecommerce sales of wellness products, sales of memberships to its wellness app and operation of its wellness focused retreats. 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 the end of each reporting period: March 31, 2023 June 30, 2022 Seed Preferred stock (Convertible to Common stock 1:1) 4,885,000 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 11,486,398 7,826,250 Recent Accounting Pronouncements

ACQUISITION

ACQUISITION	9 Months Ended
	Mar. 31, 2023
ACQUISITION
ACQUISITION	NOTE 3 – ACQUISITIONS Acquisition – Assets of Chopra Global, LLC On March 3, 2023, the Company and Chopra HLCO LLC, simultaneously (i) entered into the Purchase Agreement with the Seller, and solely with respect to certain specified indemnification provisions of the Purchase Agreement, Deepak Chopra, to acquire the Purchased Assets and certain liabilities related to Seller’s business activities involving the Chopra Business and (ii) closed the Acquisition. Following the Closing, the Purchased Assets are being held by, and the Chopra Business is being operated through, Chopra HLCO. The consideration paid and payable by Buyer for the Purchased Assets is the Purchase Price of up to Five Million Dollars ($5,000,000) in cash plus newly issued shares of the Company’s Common Stock. In total, the initial cash purchase amount consists of $3.5 million in cash, of which the Company has paid $2.5 million as of March 31, 2023, with the final $1 million paid in April 2023, and 1,400,000 shares of the Company’s unregistered, restricted common stock issued on Closing. Additionally, up to three (3) earnout payments of One Million Dollars ($1,000,000) in value each (the “Earnout Payments”) may be paid to Seller, subject to and payable in accordance with earnout thresholds specified in the Purchase Agreement. Each of these Earnout Payments will be comprised of fifty percent (50%) in cash and fifty percent (50%) in shares of the Common Stock (the “Earnout Shares”). The Earnout Payments will be earned (i) for the period starting March 1, 2023 and ending December 31, 2023 if net revenue of the Chopra Business (then operated by Buyer) exceeds Five Million Nine Hundred Thousand Dollars $5,900,000; (ii) for the calendar year ending December 31, 2024 if such net revenue exceeds $11,000,000; and (iii) for the calendar year ending December 31, 2025 if such net revenue exceeds $15,000,000. The Earnout Shares will be valued at the market price at the time of issuance based on the five-day volume weighted average price of the Common Stock prior to the last day of the applicable measurement year. If the Company is taken private or undergoes a Change of Control (as defined in the Asset Purchase Agreement), any subsequent Earnout Payment will be paid 100% in cash. The Closing Shares are restricted securities and do not carry any registration rights that require or permit the filing of any registration statement in connection with their issuance. In accordance with the terms of a lock up/leak out agreement between the Company and Chopra Global effective as of the Closing (the “Lock Up/Leak Out Agreement”), the Closing Shares are subject to a three-year lock-up (unless released earlier as described below) from the date of the Closing (the “Lock Up”) and thereafter may be released in four equal quarterly installments beginning on the first day of the fiscal quarter beginning after the third anniversary of the Closing and on the first day of each of the next three fiscal quarters (the “Leak Out”) subject to a restricted volume of no more than three percent (3%) of the volume-weighted average trading of the Common Stock over the previous five trading days. The Closing Shares will be released from the Lock Up, but not from the Leak Out, upon (a) the closing of an underwritten, firm commitment public offering of at least $30,000,000 of the Common Stock, (b) a Change of Control or (c) the Company’s termination of reporting under the Securities Exchange Act of 1934, as amended. The Company’s acquisition of the operating assets of Chopra Global is being accounted for as a business combination. In order to perform the purchase price allocation, the tangible and intangible assets were valued as of March 1, 2023. The following is a summary of the estimated fair values of acquisition costs at the date of March 1, 2023: ( Dollars in thousands Consideration Paid – Fair Value Acquisition costs – Cash $ 3,500 Stock issued: Number of Shares issued: 1,400,000 Value per share $ 0.15 Total stock fair value 210 Total consideration $ 3,710 On March 31, 2023, a total of $2.5 million in cash consideration was paid with the remaining $1 million reflected as accounts payable, which amount was settled during April 2023. 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: ( Dollars in thousands Tangible assets acquired: Cash $ 292 Inventory 245 Accounts receivable 78 Prepaid expenses and other assets 326 Total assets acquired 941 Assumed liabilities Contract liabilities (2,257 ) Total liabilities assumed (2,257 ) Net tangible assets/(liabilities) (1,316 ) Total liabilities acquired (1,316 ) Goodwill 5,026 Total Net asset acquired $ 3,710 As of March 31, 2023, no impairment of the Company’s goodwill 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. 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 (the “YS Asset Purchase Agreement”) with Your Super, Inc. ( “YS”), to acquire all of the YS’ right, title and interest in and to substantially all of the assets owned by YS 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 YS Asset Purchase Agreement is as follows: * In consideration for the sale, assignment and delivery of the YS purchased assets, the Buyer (i) waived, canceled, and forgave payment by YS of the Loan Obligation and (ii) paid the aggregate purchase price for the YS purchased assets of $8 million (the “YS Purchase Price”), payable in accordance with Section 1.4(b) of the YS Asset Purchase Agreement. * The YS Purchase Price for the YS purchased assets was comprised of and be payable as follows: o Equity Payment. At the Closing, the Buyer issued to YS 3,200,000 shares of Company 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 were issued according to applicable regulatory and compliance requirements, as restricted securities (as defined in Rule 144) and do 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 March 31, 2023, 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 and the assets of Chopra Global 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 March 31, Nine months ended March 31, 2023 2022 2023 2022 Revenue $ 3,905 $ 8,378 $ 12,420 $ 30,370 Net loss from operations $ (2,106 ) $ (4,449 ) $ (10,150 ) $ (17,368 ) Weighted average number of common shares used in per share calculations 51,407,420 44,001,312 48,658,858 44,000,431 Basic and Diluted Loss Per Common Share $ (0.04 ) $ (0.10 ) $ (0.21 ) $ (0.39 ) 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	9 Months Ended
	Mar. 31, 2023
INTANGIBLE ASSETS
INTANGIBLE ASSETS	NOTE 4 – INTANGIBLE ASSETS The following table sets forth the details of intangible assets at March 31, 2023: ( 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 (3 ) Tradename – trademarks (indefinite life) 990 Customer base/distributors (expected 5 years) 1,184 Non-competes (expected 4 years) 64 Less accumulated amortization (126 ) Total, March 31, 2023 $ 2,120

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	9 Months Ended
	Mar. 31, 2023
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT	NOTE 5 – PROPERTY AND EQUIPMENT Property and equipment consist of the following: ( Dollars in thousands March 31, 2023 June 30, 2022 Computer equipment $ 228 $ - Furniture and fixtures 25 -- 253 - Less: accumulated depreciation (202 ) - Property and equipment, net $ 51 $ - Depreciation expense for the periods ended March 31, 2023 was $31 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	9 Months Ended
	Mar. 31, 2023
REVENUE
REVENUE	NOTE 6 – REVENUE Disaggregation of Revenue The following table presents the Company’s revenue, from acquisition dates to the period ended March 31, 2023, from contracts with customers, disaggregated by Company location and sales channel: Revenue by Geographical location ( Dollars in thousands Acquisition Dates To March 31, 2023 US $ 3,838 Europe 1,721 Total $ 5,559 Revenue by product sales channel ( Dollars in thousands Acquisition Dates To March 31, 2023 Direct to Consumer $ 3,280 Amazon 1,287 Wholesale 889 Retreat/licensing 88 Digital 15 Total $ 5,559 From the acquisition dates to March 31, 2023, 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 dates, including reward liabilities of $965 (a) (b) $ 3,227 Increase in reward liabilities over the period, net 22 Decrease in deferred revenue over the period, net (b)(c) (83 ) Deferred revenue, end of the period, including rewards liabilities of $984 3,166 (a) The Company records a liability for outstanding loyalty points earned by customers. As of March 31, 2023, and September 30, 2022 (acquisition date of Your Super, Inc. assets), the liability for outstanding loyalty points amounted approximately $987 and $965, respectively, and is included in contract liabilities in the accompanying consolidated balance sheets. (b) The Company records a liability for fees collected from customers with respect to its subscription-based wellness app, retreat package sales and licensing fees which amounts are recognized when earned. As of March 31, 2023, and September 30, 2022 (acquisition date of Chopra Global assets), the liabilities for unearned revenue totaled $2,064 and $2,257, respectively, and is included in contract liabilities in the accompanying consolidated balance sheets. (c) As of March 31, 2023, and September 30, 2022 (acquisition date of Your Super, Inc. assets), liabilities for unearned product sales totaled $115 and $5, respectively. 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 $108 as of March 31, 2023 and is included in 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 - March 31, 2023 108

ACCOUNTS RECEIVABLE NET

ACCOUNTS RECEIVABLE NET	9 Months Ended
	Mar. 31, 2023
ACCOUNTS RECEIVABLE NET
ACCOUNTS RECEIVABLE, NET	NOTE 7 – ACCOUNTS RECEIVABLE, NET Account receivable consisted of the following: ( Dollars in thousands March 31, 2023 June 30, 2022 Accounts receivable $ 997 $ - Less: allowance for doubtful accounts (496 ) - Total $ 501 $ - Allowance for Doubtful Accounts The Company records an allowance for doubtful accounts, based on historical bad debts, which amounted to an allowance of approximately $496 and $0 as of March 31, 2023 and June 30, 2022, respectively. The Company’s allowance for doubtful accounts was comprised of the following: ( Dollars in thousands Balance, acquisition date $ 314 Charges to Costs and Expenses 182 Deductions - Balance as of March 31, 2023 $ 496

INVENTORY

INVENTORY	9 Months Ended
	Mar. 31, 2023
INVENTORY
INVENTORY	NOTE 8 – INVENTORY The following table presents the detail of inventory: ( Dollars in thousands March 31, 2023 June 30, 2022 Raw material $ 2,926 $ - Work-in-process 418 - Finished goods 1,694 - Inventory reserve (1,014 ) - Total $ 4,024 $ -

ACCOUNTS PAYABLE AND ACCRUED LI

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES	9 Months Ended
	Mar. 31, 2023
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 March 31, 2023 June 30, 2022 Accounts payable $ 4,919 $ 175 Accrued payroll and related liabilities 198 27 Accrued costs for inventory 241 - Accrual of estimated tax related expense 434 - Accrued expenses including accruals for professional fees, marketing costs, advertising, shipping and logistics 293 44 Accrued interest expenses 362 - Other accrued liabilities including sales tax and returns 70 - Total accounts payable and accrued liabilities $ 6,517 $ 246

LOAN PAYABLE

LOAN PAYABLE	9 Months Ended
	Mar. 31, 2023
LOAN PAYABLE
LOAN PAYABLE	NOTE 10 – LOAN PAYABLE On August 4, 2022, the Company and its controlled subsidiary HLCO Borrower LLC entered into a credit facility agreement (the “Credit 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 Credit 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 an administrative agent (the “Administrative Agent”) under the Credit Agreement. Term Loans anticipated to be funded under the Credit 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 Credit 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 Lenders in respect of undrawn funds to meet a minimum funding threshold until such time as funds drawn total $50 Million. The Company and each of the subsidiaries of HLCO Borrower LLC have agreed to secure all of their future anticipated obligations under the Credit 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 Credit 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 Credit 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 months ended March 31, 2023, the Company drew down an additional $1,873,000 under the Term Loan facility. During the three and nine months ended March 31, 2023 the Company paid $12,500 and $37,500 in administrative fees, paid $195,417 and $323,301 as interest in respect to the outstanding loan balance and daily interest on undrawn funds.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Mar. 31, 2023
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 $4.28 million. During the year ended June 30, 2022 and through March 31, 2023, the Company received cumulative cash proceeds of $3.95 million in respect to the aforementioned subscription and issued 1,975,000 shares of seed preferred stock. A total of $0.33 million remains receivable with respect to the remaining 165,000 shares subscribed as at March 31, 2023. On March 10, 2022, the Company acquired NOEO (See Note 3). 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 March 31, 2023 the loan had a balance outstanding of $171,080 (EUR157,793) which is unsecured and accrues interest at 5% per annum, and matured on December 31, 2022. On March 31, 2023 the loan remained in default and the Company and WAOW are currently negotiating terms of settlement. Accrued and unpaid interest at March 31, 2023 totaled $12,119 (EUR11,178), (June 30, 2022 - $5,771), which is reflected in accounts payable – related parties. Lee Larson Elmore, Former Officer and Director During the nine months ended March 31, 2023, Mr. Elmore, former officer and director of the Company received payments of $1,800, leaving $1,000 due and payable at March 31, 2023. 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 vested on September 1, 2022, 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, which consideration was based on a 409A valuation report dated October 1, 2021. 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 Steven Bartlett, whereby FSL is providing various services to the Company. Under the terms of the agreement, as amended, FSL is paid $30,000 per month. Further, FSL has been granted non-statutory stock options to purchase a total of 1,000,000 shares of the Company’s Common Stock of which options to purchase 300,000 shares vested on January 10, 2023, and options to purchase a further 700,000 shares 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 nine months ended March 31, 2023, under the terms of the amended contract, FSL was paid $0 and $125,675, respectively, with $153,951 accrued and unpaid at March 31, 2023, and the Company recorded an additional $27,739 and $594,955 in the three and nine-month periods as stock-based compensation. During the three months ended March 31, 2023, FSL exercised fully vested stock options for the acquisition of a total of 100,000 shares of the Company’s Common Stock for cash consideration of $100, or $0.001 per share. In addition, R Agency, a marketing company also controlled by Mr. Bartlett, was paid $0 and $104,872 in the three and nine months ended March 31, 2023, with a total of $63,000 accrued and unpaid as of March 31, 2023. 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 non-incentive stock options to purchase 125,000 shares of the Company’s Common Stock 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 these 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 and nine months ended March 31, 2023, Mr. Bartlett accrued and was paid $9,375 and $28,125, respectively under the terms of his contract. In addition, the Company recorded stock-based compensation expense of $57,656 and $172,969 in the three and nine months ended March 31, 2023 in respect to a cumulative 46,875 options which vested during the nine months ended March 31, 2023. 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 $18,750 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 nine months ended March 31, 2023, the company accrued a further $9,375 and $28,135, respectively under the terms of his agreement, which amount is included in accounts payable, related parties. A total of $46,875 remained due and payable to Mr. Machaiah at March 31, 2023. In addition, the Company recorded stock-based compensation expense of $57,656 and $172,969 in the three and nine months ended March 31, 2023 in respect to a cumulative 46,875 options which vested during the nine months ended March 31, 2023. Mr. Machaiah resigned as a member of the Company’s board of directors on May 2, 2023. 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, 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 3. At March 31, 2023 and June 30, 2022, Ms. Oelmann, through her controlled corporate entity, Trinity Holdings GmbH, was owed advances totaling $3,250 (EUR3 thousand) by the Company’s wholly owned subsidiary, NOEO. In addition, at March 31, 2023 and June 30, 2022 a total of $1,062 (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 of the Company appointed Kay Koplovitz to the board of directors and as Chairman effective April 1, 2022 and approved a board service agreement with her. Under this agreement, Ms. Koplovitz will be paid an annual fee of $50,000 for her services as a director (the “Director’s Fee”), which shall be payable quarterly, in arrears, as long as she continues to fulfill her duties and provide her services under the agreement. 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 provision of her director 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 will vest ratably over the two (2) year period commencing on April 1, 2022 (“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 Ms. Koplovitz is still a director of 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 nine months ended March 31, 2023, the Company accrued $12,500 and $37,500, respectively for Ms. Koplovitz’s director services and recorded a further $117,187 and $351,561 as stock-based compensation in respect to 31,250 and 93,750 cumulative vested stock awards. At March 31, 2023, Ms. Koplovitz was owed a total of $12,500. Amit Kapur, Former 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 was eligible for discretionary annual bonuses as determined by the board of directors payable 75 days following the end of each calendar year. Further Mr. Kapur was 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 Justin Figgins, CFO Effective March 3, 2023, 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. During the three and nine months ended March 31, 2023, Mr. Figgins invoiced the Company a total of $76,749 and $247,935, respectively, including out of pocket reimbursements, through his controlled corporate entity, Digital Global Ventures Limited whereunder he is paid a consulting fee of $25,000 per month and reimbursement of applicable out of pocket costs. A total of $25,000 was due and payable to Mr. Figgins as at March 31, 2023, and is included in accounts payable – related parties on the Company’s balance sheet. In addition, Mr. Figgins was issued a total of 250,000 shares of restricted Common Stock, subject to a restricted stock award agreement, whereby 25% of such award vested quarterly over the first 12 months, with a vesting commencement date of September 1, 2021. During the nine months ended March 31, 2023, a total of $234,375 was expensed as stock-based compensation in respect to this award. Michael Kuech On October 14, 2022, the Company’s subsidiary, Your Super HLCO LLC, entered into an employment agreement with Mr. Michael 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 plus €30,000.00. This 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 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 Company’s Your Super 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 EUR7,167 and EUR29,902 by Lizette De Groot, sister of Kristel de Groot, in the three and nine months ended March 31, 2023.

STOCKHOLDERS EQUITY (DEFICIT)

STOCKHOLDERS EQUITY (DEFICIT)	9 Months Ended
	Mar. 31, 2023
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, 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. On October 7, 2021, the Company amended its authorized capital to 290,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, $0.001 par value per share, 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, the Company’s board of directors and shareholders holding a majority of the Company’s Common Stock approved an amendment to the Company’s Amended and Restated Articles of Incorporation to increase the Seed Preferred Shares from 5,000,000 authorized shares to 7,800,000 shares. 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 Preferred Shares 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 of 1933, as amended,, 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. The holders of the Seed Preferred Stock also have the right to convert shares of Seed Preferred Stock to Common Stock on a 1:1 basis at any time, upon written notice of conversion to 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 During the three months ended March 31, 2023 the Company issued a total of 1,400,000 shares of Common Stock to Chopra Global, LLC, in respect to the acquisition of certain assets (re: Note 3). During the three months ended March 31, 2023 the Company received $250,000 in cash proceeds from investors for the purchase accumulated of 125,000 shares of Common Stock at $2 per share. During the three months ended March 31, 2023, 100,000 stock options are exercised at $0.001 per share. As at March 31, 2023 and June 30, 2022, the Company has a total of 52,529,920 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 March 31, 2023, the Company had received total proceeds of $9,670,000 and is awaiting shortfall payments from one subscriber totaling $330,000. During the three months ended March 31, 2023, the Company entered into a further stock purchase agreement with an individual subscriber for 175,000 Seed Preferred shares at $2 per share for total proceeds of $350,000. At March 31, 2023 and June 30, 2022, the Company had a total of 4,885,000 and 4,660,000 shares of Seed Preferred Stock issued and outstanding, respectively.

STOCK BASED COMPENSATION

STOCK BASED COMPENSATION	9 Months Ended
	Mar. 31, 2023
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 nine months ended March 31, 2023, 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: 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 (707,083 ) $ 3.75 - Forfeited (1,745,000 )* $ 3.75 - Nonvested at March 31, 2023 1,029,167 $ 3.75 1.17 (*) During the three months ended March 31, 2023 certain employees entered into separation agreements with the Company whereunder concurrent with the effective date of the termination of their employment with the Company a cumulative 1,745,000 restricted Common Stock awards were forfeit, returned to the Company and canceled. The cancelation of the restricted Common Stock awards occurred subsequent to the quarter ended March 31, 2023. As a result of the forfeiture, the Company recorded $0.8 against previously expensed stock-based compensation in respect to earned and forfeit stock awards and eliminated $5.7 million of previously deferred compensation expense. The Company recorded $1.88 million as stock-based compensation expenses during the fiscal year ended June 30, 2022 and a further ($0.12) million and $1.78 million, respectively in the three and nine months ended March 31, 2023. Deferred compensation expense associated with unvested stock awards is $3.7 million as of March 31, 2023. The weighted average period over which these costs are expected to be recognized is approximately 1.17 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 March 31, 2023 3,391,250 $ 0.001 7.25 $ - Options exercisable at March 31, 2023 1,491,250 $ 0.001 8.07 $ - 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 $0.62 million and $2.30 million, respectively as stock based compensation expenses in the three and nine months ended March 31, 2023. Unamortized compensation expense associated with unvested stock options is $7 million as of March 31, 2023. The weighted average period over which these costs are expected to be recognized is approximately 1.13 years.

WARRANTS

WARRANTS	9 Months Ended
	Mar. 31, 2023
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 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 $4 million as financing costs, included in professional and consulting fees, during the nine months ended March 31, 2023. Warrant to purchase Seed Preferred Stock transactions are summarized as follows: Number of shares Weighted Average Exercise Price ($) Weighted Average Remaining Recognition Period (Years) Balance, June 30, 2022 - $ - - Warrants issued 1,560,148 $ 2.00 7 Warrants expired - $ - - Balance, March 31, 2023 1,560,148 $ 2.00 6.58 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 March 31, 2023. 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 noncash payment, and the gain on debt settlement of $650,429 recorded as other income. The Company recorded $35,000 and $59,000 against other current liabilities during the three and nine month periods ended March 31, 2023 in respect to the amortization of the vesting period of the warrant. The unamortized amount associated with unvested warrants is $368,000 as of March 31, 2023. The weighted average period over which the outstanding balance is expected to be recognized is approximately 6.46 years. F-29 Table of Contents The Healing Company Inc. Notes to the Unaudited Condensed Consolidated Financial Statements March 31, 2023 Transactions involving Warrants to purchase Common Stock are summarized as follows: Number of shares Weighted Average Exercise Price ($) Weighted Average Remaining Recognition Period (Years) Nonvested at June 30, 2022 - $ - - Granted 1,650,000 $ 2.00 7 Vested (20,834 ) - 6.62 Forfeited - - - Nonvested at March 31, 2023 1,629,166 $ 2.00 6.46

COMMITMENTS

COMMITMENTS	9 Months Ended
	Mar. 31, 2023
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 quarters ended September 30, 2022, December 31, 2022 and March 31, 2023. (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 quarters ended September 30, 2022, December 31, 2022 and March 31, 2023, the Company recorded $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 the Company recorded stock based compensation of $464,897. During each of quarters ended September 30, 2022, December 31, 2022 and March 31, 2023, the Company recorded additional stock-based compensation of $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 March 31, 2023, 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 nine months ended March 31, 2023, the Company recorded stock-based compensation of $281,250. (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 nine months ended March 31, 2023 the Company recorded $134,531 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. At March 31, 2023, the Company and Mr. Naik have not yet determined an agreeable exercise price for the aforementioned options. 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. (i) 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. At March 31, 2023, the Company and Mr. Carmody have not yet determined an agreeable exercise price for the aforementioned options. Mr Carmody 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. (j) On February 14, 2023, the Company entered into a services agreement with Peter Kash. Under the terms of the agreement, Mr. Kash will be employed as an independent contractor in order identify growth opportunities, among other services. The agreement has a term of two (2) years, unless earlier terminated, and provides for compensation in the form of stock options, which options shall be granted upon mutual agreement of the exercise price. Under the terms of the option agreement Mr. Kash will be granted a total of 75,000 incentive stock options, vesting as to 1/8 each quarter from grant date. In addition, Mr. Kash shall be entitled to certain additional compensation up to an additional 225,000 stock options for each qualifying entity acquired by the Company. At March 31, 2023, the Company and Mr. Kash have not yet determined an agreeable exercise price for the aforementioned options. (k) On February 14, 2023, the Company entered into a services agreement with Dr. Linda Friedland. Under the terms of the agreement, Dr. Friedland will be employed as an independent contractor in order identify growth opportunities, among other services. The agreement has a term of two (2) years, unless earlier terminated, and provides for compensation in the form of stock options, which options shall be granted upon mutual agreement of the exercise price. Under the terms of the option agreement Dr. Friedland will be granted a total of 75,000 incentive stock options, vesting as to 1/8 each quarter from grant date. In addition, Mr. Kash shall be entitled to certain additional compensation up to an additional 225,000 stock options for each qualifying entity acquired by the Company. At March 31, 2023, the Company and Dr. Friedland have not yet determined an agreeable exercise price for the aforementioned options.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Mar. 31, 2023
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 its 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, Inc. by Power Digital Marketing, a service provider of Your Superfoods, Inc., 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	9 Months Ended
	Mar. 31, 2023
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 17 - SUBSEQUENT EVENTS On April 6, 2023, FSL, a company controlled by Mr. Steven Bartlett, director, exercised an option to purchase 200,000 shares of unregistered, restricted Common Stock for cash consideration of $0.001 per share. On April 20, 2023, the board of directors resolved to amend (the “Amendment”) the Company’s Amended and Restated Articles of Incorporation, as amended, to restate in its entirety Article Fourth, Section B – Preferred Stock (i) to allow for the optional conversion of the Company’s outstanding Seed Preferred Shares and (ii) to conform and correct certain provisions in Article Fourth, Section B relating primarily to the calculation of, and adjustments to, the conversion price of the Seed Preferred Shares. Concurrently, the holders of shares of the Company’s Common Stock, constituting approximately 54.42% of the total issued and outstanding voting capital stock of the Company as of the that date approved the Amendment by written consent. On April 27, 2023, the Company issued a total of 750,000 shares of its Common Stock in a private placement to two subscribers. Under the terms of their subscription agreements, the subscribers purchased 750,000 shares of Common Stock at $2.00 per share for aggregate proceeds of $1,500,000. On May 2, 2023, Poonacha Machaiah resigned from his position as a member of the Board of Directors, effective as of that date. 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)	9 Months Ended
	Mar. 31, 2023
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, Chopra 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. and Chopra HLCO, 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 ended March 31, 2023 and June 30, 2022: March 31, 2023 June 30, 2022 Period-end Euro: US$ exchange rate $ 1.0842 $ 1.0476 Period average Euro: US$ exchange rate $ 1.0428 $ 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 March 31, 2023 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 March 31, 2023 and June 30, 2022, the cash and cash equivalent was $3.1 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 $1,754 and $6,242 in the parent and its US based subsidiaries as of March 31, 2023 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 March 31, 2023 and June 30, 2022, the allowance for doubtful accounts amounted to $496 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 materials, finished product kits, finished products, 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 and March 3, 2023, respectively. 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 $126 in the nine-month period ended March 31, 2023.
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 March 31, 2023 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 March 31, 2023 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 $3.17 million and $0 at March 31, 2023 and June 30, 2022, respectively, of which $1.1 million primarily relates to the liability for outstanding loyalty points for Your Super and $2.06 million relates to customer subscription deposits with respect to membership fees from the Chopra wellness app which are collected in advance and amortized over the one (1) year term of the membership, advances on retreat packages and prepaid licensing fees.
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 and sales of the Chopra wellbeing line available at Chopra.com. During the nine-month period ended March 31, 2023, the Company’s direct to consumer sales of products accounted for 59% of total revenue. In addition, the Company records revenue from the sale of memberships to the Chopra Wellbeing and Meditation App. Revenues from the membership are collected in advance and recognized over the term of the membership. Finally, the Company records net revenue in the form of commissions with respect to sales of attendance at its wellness retreats at various US based locations. 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 and materials and packaging for its Chopra wellness kits 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 March 31, 2023 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 $1.3 million and $0 for the nine-month periods ended March 31, 2023, and 2022, 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 three operating segments: Ecommerce sales of wellness products, sales of memberships to its wellness app and operation of its wellness focused retreats.
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 the end of each reporting period: March 31, 2023 June 30, 2022 Seed Preferred stock (Convertible to Common stock 1:1) 4,885,000 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 11,486,398 7,826,250
Recent Accounting Pronouncements	Recent Accounting Pronouncements

SIGNIFICANT ACCOUNTING POLICI_3

SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Mar. 31, 2023
SIGNIFICANT ACCOUNTING POLICIES
Schdule of Foreign Currency Translation and Transactions	March 31, 2023 June 30, 2022 Period-end Euro: US$ exchange rate $ 1.0842 $ 1.0476 Period average Euro: US$ exchange rate $ 1.0428 $ 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	March 31, 2023 June 30, 2022 Seed Preferred stock (Convertible to Common stock 1:1) 4,885,000 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 11,486,398 7,826,250

ACQUISITION (Tables)

ACQUISITION (Tables)	9 Months Ended
	Mar. 31, 2023
ACQUISITION
summary of the estimated fair values of acquisition costs	Consideration Paid – Fair Value Acquisition costs – Cash $ 3,500 Stock issued: Number of Shares issued: 1,400,000 Value per share $ 0.15 Total stock fair value 210 Total consideration $ 3,710 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 $ 292 Inventory 245 Accounts receivable 78 Prepaid expenses and other assets 326 Total assets acquired 941 Assumed liabilities Contract liabilities (2,257 ) Total liabilities assumed (2,257 ) Net tangible assets/(liabilities) (1,316 ) 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 March 31, Nine months ended March 31, 2023 2022 2023 2022 Revenue $ 3,905 $ 8,378 $ 12,420 $ 30,370 Net loss from operations $ (2,106 ) $ (4,449 ) $ (10,150 ) $ (17,368 ) Weighted average number of common shares used in per share calculations 51,407,420 44,001,312 48,658,858 44,000,431 Basic and Diluted Loss Per Common Share $ (0.04 ) $ (0.10 ) $ (0.21 ) $ (0.39 )
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)	9 Months Ended
	Mar. 31, 2023
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 (3 ) Tradename – trademarks (indefinite life) 990 Customer base/distributors (expected 5 years) 1,184 Non-competes (expected 4 years) 64 Less accumulated amortization (126 ) Total, March 31, 2023 $ 2,120

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	9 Months Ended
	Mar. 31, 2023
PROPERTY AND EQUIPMENT
Schedule of PROPERTY AND EQUIPMENT	( Dollars in thousands March 31, 2023 June 30, 2022 Computer equipment $ 228 $ - Furniture and fixtures 25 -- 253 - Less: accumulated depreciation (202 ) - Property and equipment, net $ 51 $ -

REVENUE (Tables)

REVENUE (Tables)	9 Months Ended
	Mar. 31, 2023
REVENUE
Schedule of Revenue by Geographical location	( Dollars in thousands Acquisition Dates To March 31, 2023 US $ 3,838 Europe 1,721 Total $ 5,559
Schedule of Revenue by product sales channel	( Dollars in thousands Acquisition Dates To March 31, 2023 Direct to Consumer $ 3,280 Amazon 1,287 Wholesale 889 Retreat/licensing 88 Digital 15 Total $ 5,559
Schedule of deferred revenue balances	( Dollars in thousands Deferred revenue, as of the acquisition dates, including reward liabilities of $965 (a) (b) $ 3,227 Increase in reward liabilities over the period, net 22 Decrease in deferred revenue over the period, net (b)(c) (83 ) Deferred revenue, end of the period, including rewards liabilities of $984 3,166
Schedule of Company's sales returns reserve	( Dollars in thousands Balance, the acquisition date $ 103 Charges to Costs and Expenses 5 Deductions - March 31, 2023 108

ACCOUNTS RECEIVABLE NET (Tables

ACCOUNTS RECEIVABLE NET (Tables)	9 Months Ended
	Mar. 31, 2023
ACCOUNTS RECEIVABLE NET
Schedule of Account receivable	( Dollars in thousands March 31, 2023 June 30, 2022 Accounts receivable $ 997 $ - Less: allowance for doubtful accounts (496 ) - Total $ 501 $ -
Schedule of Company's allowance for doubtful accounts	( Dollars in thousands Balance, acquisition date $ 314 Charges to Costs and Expenses 182 Deductions - Balance as of March 31, 2023 $ 496

INVENTORY (Tables)

INVENTORY (Tables)	9 Months Ended
	Mar. 31, 2023
INVENTORY
Schedule of inventory	( Dollars in thousands March 31, 2023 June 30, 2022 Raw material $ 2,926 $ - Work-in-process 418 - Finished goods 1,694 - Inventory reserve (1,014 ) - Total $ 4,024 $ -

ACCOUNTS PAYABLE AND ACCRUED _2

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables)	9 Months Ended
	Mar. 31, 2023
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Schedule of Accounts payable and accrued liabilities	( Dollars in thousands March 31, 2023 June 30, 2022 Accounts payable $ 4,919 $ 175 Accrued payroll and related liabilities 198 27 Accrued costs for inventory 241 - Accrual of estimated tax related expense 434 - Accrued expenses including accruals for professional fees, marketing costs, advertising, shipping and logistics 293 44 Accrued interest expenses 362 - Other accrued liabilities including sales tax and returns 70 - Total accounts payable and accrued liabilities $ 6,517 $ 246

STOCK BASED COMPENSATION (Table

STOCK BASED COMPENSATION (Tables)	9 Months Ended
	Mar. 31, 2023
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 (707,083 ) $ 3.75 - Forfeited (1,745,000 )* $ 3.75 - Nonvested at March 31, 2023 1,029,167 $ 3.75 1.17 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 March 31, 2023 3,391,250 $ 0.001 7.25 $ - Options exercisable at March 31, 2023 1,491,250 $ 0.001 8.07 $ -

WARRANTS (Tables)

WARRANTS (Tables)	9 Months Ended
	Mar. 31, 2023
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, March 31, 2023 1,560,148 $ 2.00 6.58 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 (20,834 ) - 6.62 Forfeited - - - Nonvested at March 31, 2023 1,629,166 $ 2.00 6.46

ORGANIZATION AND BASIS OF PRE_2

ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative) - USD ($)		9 Months Ended
	Mar. 03, 2023	Mar. 31, 2023	Jun. 30, 2022
Sale of seed preferred stocks per share		$ 2
Working capital deficit		$ 7,225,000
Subscription agreements amount		10,000,000
Subscription agreement received		$ 9,660,000
Additional Sale of seed preferred stock		50,000
Additional Sale of seed common stock		125,000
Additional sale of common stock		750,000
Proceeds from preferred stock		$ 100,000
Proceeds from common stock		250,000,000,000
Proceeds from additional sale of common stock		1,500,000
Payments to acquire operating assets		4,870,000
Subscription agreement remaining amount		$ 3,400
Sale of seed preferred stock per share		$ 2
Sale of seed common stock per share		$ 2
Aggregate principal amount of term loan commitments		$ 75,000,000
Common stock, shares authorized		290,000,000	290,000,000
Common 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
Chopra HLCO [Member]
Common stock par value	$ 0.001
Cash Consideration	$ 5,000,000
Cash paid	$ 1,000,000
Common stock, issued	1,400,000
Deferred cash payment		$ 2,500,000
Earnout payments received		$ 3,000,000
On October 7, 2021 [Member]
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

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	9 Months Ended	12 Months Ended
	Mar. 31, 2023	Jun. 30, 2022
Period-end Euro [Member]
Translation of amounts from Euro into US	1.0842	1.0476
Period average Euro [Member]
Translation of amounts from Euro into US	1.0428	1.0725

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1)	9 Months Ended
	Mar. 31, 2023
Leasehold Improvements [Member]
Property and Equipment useful life	Shorter of lease or useful life
Minimum [Member] | Computer and other equipment [Member]
Property and Equipment useful lives	3 years
Minimum [Member] | Office furniture and fixtures [Member]
Property and Equipment useful lives	5 years
Maximum [Member] | Computer and other equipment [Member]
Property and Equipment useful lives	7 years
Maximum [Member] | Office furniture and fixtures [Member]
Property and Equipment useful lives	7 years

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - shares	Mar. 31, 2023	Jun. 30, 2022
ORGANIZATION AND BASIS OF PRESENTATION
Seed Preferred stock (Convertible to Common stock 1:1)	4,885,000	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	11,486,398	7,826,250

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	9 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Jun. 30, 2022
ORGANIZATION AND BASIS OF PRESENTATION
Federal Deposit Insurance Corporation ("FDIC")	$ 250,000
Cash and cash equivalent	3,100,000		$ 650,000
Uninsured amount	1,754		6,242
Allowance for doubtful accounts	(496,000)		0
Amortization of intangible assets	126
Contract liability	3,170,000		$ 0
Outstanding loyalty liability	1,100,000
Advertising costs	$ 1,300,000	$ 0

ACQUISITION (Details)

ACQUISITION (Details) - Your Super, Inc. [Member] - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	Mar. 31, 2023	Sep. 30, 2022
Debt acquisition costs - Cash	$ 3,500	$ 2,000
Number of Shares issued	1,400,000	3,200,000
Stock issued value per share	$ 0.15	$ 0.15
Total stock fair value	210	496
Total consideration	$ 3,710	$ 3,183

ACQUISITION (Details 1)

ACQUISITION (Details 1) - USD ($) $ in Thousands	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022
Goodwill	$ 8,793		$ 0
Your Super, Inc. [Member]
Cash	292	$ 322
Inventory	245	4,707
Accounts receivable	78	886
Prepaid expenses and other assets	326	968
Total assets acquired	941	7,072
Contract liabilities	(2,257)	(970)
Total liabilities assumed	(2,257)	(9,894)
Net tangible assets/liabilities	(1,316)	(2,822)
Total liabilities acquired	(1,316)	(2,238)
Goodwill	5,026	3,767
Total Net asset acquired	$ 3,710	$ 3,183

ACQUISITION (Details 2)

ACQUISITION (Details 2) - Your Super, Inc. [Member] - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	Mar. 31, 2023	Sep. 30, 2022
Debt acquisition costs - Cash	$ 3,500	$ 2,000
Debt acquisition cost -1,500,000 common stock purchase warrants		687
Number of Shares issued	1,400,000	3,200,000
Stock issued value per share	$ 0.15	$ 0.15
Total stock fair value	210	496
Total consideration	$ 3,710	$ 3,183

ACQUISITION (Details 3)

ACQUISITION (Details 3) - USD ($) $ in Thousands	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022
Accounts payable and accrued liabilities	$ (6,517)		$ (256)
Goodwill	8,793		$ 0
Your Super, Inc. [Member]
Cash	292	$ 322
Inventory	245	4,707
Accounts receivable	78	886
Prepaid expenses and other assets	326	968
Property and equipment		81
Security deposits		63
Deferred income taxes		45
Total assets acquired	941	7,072
Accounts payable and accrued liabilities		(8,883)
Contract liabilities	(2,257)	(970)
Income tax payable		(41)
Total liabilities assumed	(2,257)	(9,894)
Net tangible assets/liabilities	(1,316)	(2,822)
Total intangible assets acquired	1,316	2,238
Goodwill	5,026	3,767
Total Net asset acquired	$ 3,710	3,183
Your Super, Inc. [Member] | Non-competes [Member]
Total intangible assets acquired		64
Your Super, Inc. [Member] | Customer base/distributors [Member]
Total intangible assets acquired		1,184
Your Super, Inc. [Member] | Tradename - trademarks, brand [Member]
Total intangible assets acquired		$ 990

ACQUISITION (Details 4)

ACQUISITION (Details 4) - Your Super, Inc. [Member] - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Revenue	$ 3,905	$ 8,378	$ 12,420	$ 30,370
Net loss from operations	$ 2,106	$ 4,449	$ 10,150	$ 17,368
Weighted average number of common shares used in per share calculations	51,407,420	44,001,312	48,658,858	44,000,431
Basic and Diluted Loss Per Common Share	$ (0.04)	$ (0.10)	$ (0.21)	$ (0.39)

ACQUISITION (Details 5)

ACQUISITION (Details 5) - USD ($) $ in Thousands	Mar. 31, 2023	Jun. 30, 2022	Mar. 10, 2022
Accounts payable and accrued liabilities	$ (6,517)	$ (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) - USD ($) shares in Millions		9 Months Ended	12 Months Ended
	Sep. 09, 2022	Mar. 31, 2023	Jun. 30, 2022	Mar. 10, 2022
NOEO GmbH [Member]
Ownership percentage acquisred				100%
Impairment of intangible assets			$ 138,000
Cash Consideration				$ 28,290,000,000
NOEO GmbH [Member] | Anabel Olemann, Director [Member]
Ownership percentage acquisred				100%
Chopra Global, LLC [Member]
Description of purchase agreement		The consideration paid and payable by Buyer for the Purchased Assets is the Purchase Price of up to Five Million Dollars ($5,000,000) in cash plus newly issued shares of the Company’s Common Stock. In total, the initial cash purchase amount consists of $3.5 million in cash, of which the Company has paid $2.5 million as of March 31, 2023, with the final $1 million paid in April 2023, and 1,400,000 shares of the Company’s unregistered, restricted common stock issued on Closing. Additionally, up to three (3) earnout payments of One Million Dollars ($1,000,000) in value each (the “Earnout Payments”) may be paid to Seller, subject to and payable in accordance with earnout thresholds specified in the Purchase Agreement. Each of these Earnout Payments will be comprised of fifty percent (50%) in cash and fifty percent (50%) in shares of the Common Stock (the “Earnout Shares”). The Earnout Payments will be earned (i) for the period starting March 1, 2023 and ending December 31, 2023 if net revenue of the Chopra Business (then operated by Buyer) exceeds Five Million Nine Hundred Thousand Dollars $5,900,000; (ii) for the calendar year ending December 31, 2024 if such net revenue exceeds $11,000,000; and (iii) for the calendar year ending December 31, 2025 if such net revenue exceeds $15,000,000. The Earnout Shares will be valued at the market price at the time of issuance based on the five-day volume weighted average price of the Common Stock prior to the last day of the applicable measurement year. If the Company is taken private or undergoes a Change of Control (as defined in the Asset Purchase Agreement), any subsequent Earnout Payment will be paid 100% in cash
Public offering first commitment		$ 30,000,000
Cash Consideration		2,500,000
Accounts payable		$ 1,000,000
Measurement period		12 months
Super, Inc. [Member]
Cash Consideration	$ 2,000,000
Warrants exercise price	2
Common stock purchase warrants	1,500,000
Debt acquisition cost	$ 1,500,000

INTANGIBLE ASSETS (Details)

INTANGIBLE ASSETS (Details) $ in Thousands	Mar. 31, 2023 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	3
Tradename - trademarks	990
Customer base/distributors	1,184
Non-competes	64
Less accumulated amortization	(126)
Total intangible assets	$ 2,120

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Jun. 30, 2022
Property and equipment	$ 253	$ 0
Less: accumulated depreciation	(202)	0
Property and equipment, net	51	0
Computer and other equipment [Member]
Property and equipment	228	0
Office furniture and fixtures [Member]
Property and equipment	$ 25	$ 0

PROPERTY AND EQUIPMENT (Detai_2

PROPERTY AND EQUIPMENT (Details Narrative) $ in Thousands	9 Months Ended
	Mar. 31, 2023 USD ($)
PROPERTY AND EQUIPMENT
Depreciation expenses	$ 31

REVENUE (Details)

REVENUE (Details) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Revenue	$ 3,185,000	$ 0	$ 5,559,000	$ 0
US
Revenue			3,838
Europe
Revenue			$ 1,721

REVENUE (Details 1)

REVENUE (Details 1) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Revenue	$ 3,185	$ 0	$ 5,559	$ 0
Direct to Consumer
Revenue			3,280
Amazon
Revenue			1,287
Wholesale
Revenue			889
Retreat/licensing
Revenue			88
Digital
Revenue			$ 15

REVENUE (Details 2)

REVENUE (Details 2)	9 Months Ended
	Mar. 31, 2023 USD ($)
REVENUE
Increase in reward liabilities over the period, net	$ 22,000
Deferred revenue, as of the acquisition date, including reward liabilities of $965	3,227,000
Decrease in deferred revenue over the period, net	(83,000)
Deferred revenue, end of the period, including rewards liabilities of $984	$ 3,166

REVENUE (Details 3)

REVENUE (Details 3) $ in Thousands	9 Months Ended
	Mar. 31, 2023 USD ($)
REVENUE
Charges to Costs and Expenses	$ 5
Balance, the acquisition date	103
Deductions	0
Balance as of March 31, 2023	$ 108

REVENUE (Details Narrative)

REVENUE (Details Narrative) - USD ($)	Mar. 31, 2023	Sep. 30, 2022
REVENUE
Rewards liabilities	$ 987	$ 965
Unearned revenue	2,064	2,257
Liabilities for unearned product sales	$ 115	$ 5

ACCOUNTS RECEIVABLE NET (Detail

ACCOUNTS RECEIVABLE NET (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Jun. 30, 2022
ACCOUNTS RECEIVABLE NET
Accounts receivable	$ 997	$ 0
Allowance for doubtful accounts	(496)	0
Total	$ 501	$ 0

ACCOUNTS RECEIVABLE NET (Deta_2

ACCOUNTS RECEIVABLE NET (Details 1) $ in Thousands	9 Months Ended
	Mar. 31, 2023 USD ($)
ACCOUNTS RECEIVABLE NET
Balance the acquisition date	$ 314
Charges to Costs and Expenses	182
Deductions	0
Balance as of March 31, 2023	$ 496

ACCOUNTS RECEIVABLE NET (Deta_3

ACCOUNTS RECEIVABLE NET (Details Narrative) - USD ($) $ in Thousands	Mar. 31, 2023	Jun. 30, 2022
ACCOUNTS RECEIVABLE NET
Allowance for Doubtful Accounts	$ 496	$ 0

INVENTORY (Details)

INVENTORY (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Jun. 30, 2022
INVENTORY
Raw material	$ 2,926	$ 0
Work-in-process	418	0
Finished goods	1,694	0
Inventory reserve	(1,014)	0
Total	$ 4,024	$ 0

ACCOUNTS PAYABLE AND ACCRUED _3

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Jun. 30, 2022
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable	$ 4,919	$ 175
Accrued payroll and related liabilities	198	27
Accrued costs for inventory	241	0
Accrual of estimated tax related expense	434	0
Accrued expenses including accruals for professional fees, marketing costs, advertising, shipping and logistics	293	44
Accrued interest expenses	362	0
Other accrued liabilities including sales tax and returns	70	0
Total accounts payable and accrued liabilities	$ 6,517	$ 246

LOAN PAYABLE (Details narrative

LOAN PAYABLE (Details narrative) - USD ($)		1 Months Ended	3 Months Ended	9 Months Ended
	Aug. 04, 2022	Oct. 27, 2022	Mar. 31, 2023	Mar. 31, 2023
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
Additional term loan fund		$ 1,873,000
Administrative fees			$ 12,500	$ 37,500
Interest paid			$ 195,417	$ 323,301
Minimum [Member]
Loan payable	$ 75,000,000
Maximum [Member]
Loan payable	$ 150,000,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)					1 Months Ended					3 Months Ended	6 Months Ended	9 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	Mar. 31, 2023	Dec. 31, 2021	Mar. 31, 2023	Jun. 30, 2022	Sep. 01, 2022	Nov. 01, 2021
Stock-based compensation expense										$ 57,656		$ 172,969	$ 115,312
Due to related party										3,000		3,000	3,000
Accounts payable, related parties, accrued											$ 65,000	77,000
Advances payable										73,000		73,000	0
Michael Kuech [Member]
consulting fee	$ 225,000
Vested stock options	30,000
Increase in salary	$ 250,000
Annual bonus	150,000
Kristel De Groot [Member]
consulting fee	$ 225,000
Vested stock options	300,000
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										12,119		$ 12,119	5,771
Proceeds from subscription receivable					$ 4,280,000								330,000
Cash proceeds from aforementioned subscription													$ 395,000
Shares issued of seed preferred stock													19,750,000,000
Remaining subscribed seed preferred stock shares												165,000
Purchase aggreement of unregistered shares of Seed Preferred stock					2,140,000
Unregistered shares of Seed Preferred stock par value					$ 2
Kay Koplovitz, Chairperson of the Board [Member]
Stock-based compensation expense										117,187		$ 351,561	$ 117,187
Shares vested as second anniversary of the Vesting Start Date						100%
Accrued amount										12,500		$ 37,500
Annual fee						$ 50,000				$ 117,187			$ 12,500
Vested stock options										31,250		93,750	31,250
Option to purchase share common shares						250,000						12,500
Exercise price per share						$ 0.001
Restricted stock award agreement												250,000
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
Stock Award Agreement												75,000
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		172,959	$ 115,312
Accrued amount										9,375		$ 28,135
Annual fee									$ 37,500
Vested stock options												46,875	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												$ 46,875	$ 18,750
Steven Bartlett, Director [Member]
Stock-based compensation expense										27,739		594,955	115,312
Additional unpaid amount												153,951
Accrued amount										$ 9,375		28,125
Annual fee							$ 37,500						$ 18,750
Vested stock options				300,000						46,875			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						$ 0		125,675	$ 109,178
Marketing service rendered										0		104,872	88,459
Justin Figgins, CFO [Member]
Stock-based compensation expense										$ 234,375			$ 778,253
Restricted share issued								1,000,000		250,000
Due to related party										$ 25,000		$ 25,000
Shares vested as second anniversary of the Vesting Start Date												25%
consulting fee												$ 25,000
pocket reimbursements										76,749		247,935
NOEO GmbH [Member]
Ownership interest acquired			100%
NOEO GmbH [Member] | Anabel Olemann, Director [Member]
Ownership interest acquired			100%
Cash consideration			$ 2,980,000
NOEO [Member] | Maturity One [Member]
Interest rate			5%
Balance outstanding										$ 171,080		$ 171,080
Maturity date			Dec. 31, 2022

STOCKHOLDERS EQUITY (DEFICIT) (

STOCKHOLDERS EQUITY (DEFICIT) (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended	12 Months Ended
	Mar. 31, 2023	Mar. 31, 2023	Jun. 30, 2022	Jul. 08, 2022	Oct. 07, 2021	Apr. 29, 2021
Preferred stock, shares authorized	10,000,000	10,000,000	10,000,000	5,000,000
Preferred stock, shares authorized increase				7,800,000
Common stock, shares issued	52,529,920	52,529,920	44,004,920
Common stock, shares outstanding	52,529,920	52,529,920	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	4,885,000	4,885,000	4,660,000
Preferred stock, shares outstanding	4,885,000	4,885,000	4,660,000
Proceeds from sale of preferred stock		$ 100,000
Common stock, par value	$ 0.001	$ 0.001	$ 0.001
Issued shares stock options exercised	100,000
Exercised per share	$ 0.001
Common stock, shares authorized	290,000,000	290,000,000	290,000,000
Investors [Member]
Common stock, par value	$ 2	$ 2
Received in cash proceeds from investors	$ 250,000
Purchase accumulated shares of Common Stock	125,000
Seed Preferred Stock 1 [Member]
Preferred stock, shares authorized					10,000,000
Preferred Stock designated Shares			5,000,000
Preferred shares issued, value	$ 350,000
Preferred shares issued	175,000
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	4,885,000	4,885,000	4,660,000
Preferred stock, shares outstanding	4,885,000	4,885,000	4,660,000
Sale of stock			5,000,000
Proceeds from sale of preferred stock			$ 10,000,000
Preferred stock subscription received			$ 9,670,000
Seed preferred stock issued			330,000
Chopra Global, LLC [Member]
Issued shares of common Stock to acquisition of certain assets	1,400,000
Financial Industry Regulatory Authority [Member]
Preferred stock, shares authorized					10,000,000
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

STOCK BASED COMPENSATION (Detai

STOCK BASED COMPENSATION (Details) - $ / shares	9 Months Ended	12 Months Ended
	Mar. 31, 2023	Jun. 30, 2022	Dec. 31, 2022	Jun. 30, 2021
Exercise Price	$ 0.001	$ 0.001	$ 0.001	$ 0
Term	7 years 7 months 6 days	7 years 7 months 6 days
Number of shares	3,391,250,000	3,166,250,000		0
Number of shares	3,391,250,000	3,166,250,000
Stock Option #2 [Member]
Number of shares	300,000,000
Role	Advisor
Exercise Price	$ 0.001
Vesting start date	09/01/2021
Term	10 months
Stock Option #3 [Member]
Number of shares	16,250,000
Role	Recruitment Agency
Exercise Price	$ 0.001
Vesting start date	06/05/2022
Term	10 months
Stock Option #4 [Member]
Number of shares	275,000,000
Role	Marketing Agency
Exercise Price	$ 0.001
Vesting start date	04/13/2022
Term	10 months
Stock Option #5 [Member]
Number of shares	125,000,000
Role	Board Director
Exercise Price	$ 0.001
Vesting start date	12/28/2021
Term	10 months
Stock Option #6 [Member]
Number of shares	125,000,000
Role	Board Director
Exercise Price	$ 0.001
Vesting start date	01/01/2022
Term	10 months
Stock Option #10 [Member]
Number of shares	100,000,000
Role	Marketing strategy
Exercise Price	$ 0.001
Vesting start date	08/01/2022
Term	10 months
Stock Option #11 [Member]
Number of shares	125,000,000
Role	Financial Advisor
Exercise Price	$ 0.001
Vesting start date	09./01/2022
Term	10 months
Stock Option #8 [Member]
Role	IR/PR Agency
Exercise Price	$ 0.001
Vesting start date	01/10/2022
Term	5 months
Number of shares	1,000,000,000
Number of shares	1,000,000,000
Stock Option #9 [Member]
Role	Chief Scientific Advisor
Exercise Price	$ 0.001
Vesting start date	12/28/2021
Term	10 months
Number of shares	200,000,000
Number of shares	200,000,000
Stock Option #7 [Member]
Role	Brand Strategy Advisor
Exercise Price	$ 0.001
Vesting start date	09/07/2021
Term	10 months
Number of shares	125,000,000
Number of shares	125,000,000
Total [Member]
Number of Stock Award	3,700,000,000
Exercise Price		$ 0.001
Term		7 months 18 days
Number of shares		3,391,250,000
Number of shares		3,391,250,000
Stock Option #1 [Member]
Number of shares	1,000,000,000
Role	Management
Exercise Price	$ 0.001
Vesting start date	01/01/2022
Term	10 months
Stock Award #1 [Member]
Role	Executive
Exercise Price	$ 3.75
Vesting start date	06/06/2022
Number of shares	1,250,000,000
Number of shares	1,250,000,000
Stock Award #2 [Member]
Role	Management
Exercise Price	$ 3.75
Vesting start date	04/04/2022
Number of shares	200,000,000
Number of shares	200,000,000
Stock Award #3 [Member]
Role	Executive Support
Exercise Price	$ 3.75
Vesting start date	11/27/2021
Number of shares	150,000,000
Number of shares	150,000,000
Stock Award #4 [Member]
Role	Executive
Exercise Price	$ 3.75
Vesting start date	09/01/2021
Number of shares	1,000,000,000
Number of shares	1,000,000,000
Stock Award #5 [Member]
Role	Management
Exercise Price	$ 3.75
Vesting start date	09/01/2021
Number of shares	250,000,000
Number of shares	250,000,000
Stock Award #6 [Member]
Role	Advisor
Exercise Price	$ 3.75
Vesting start date	04/01/2022
Number of shares	250,000,000
Number of shares	250,000,000
Stock Award #7 [Member]
Role	Executive
Exercise Price	$ 3.75
Vesting start date	07/05/2022
Number of shares	600,000,000
Number of shares	600,000,000

STOCK BASED COMPENSATION (Det_2

STOCK BASED COMPENSATION (Details 1) - $ / shares shares in Thousands	9 Months Ended	12 Months Ended
	Mar. 31, 2023	Jun. 30, 2022
STOCK BASED COMPENSATION
Nonvested, Beginning Balance	2,881,250
Nonvested, Granted	600,000	3,100,000
Nonvested, Vested	(707,083)	(218,750)
Nonvested, Forfeited	(1,745,000)
Nonvested, Ending Balance	1,029,167	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	3.75	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 5 days	1 month 20 days

STOCK BASED COMPENSATION (Det_3

STOCK BASED COMPENSATION (Details 2) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Mar. 31, 2023	Jun. 30, 2022
STOCK BASED COMPENSATION
Outstanding, Beginning Balance	3,166,250,000	0
Granted	225,000,000	3,166,250,000
Number of shares	3,391,250,000	3,166,250,000
Options exercisable	1,491,250,000
Weighted Average Exercise Price, Beginning Balance	$ 0.001	$ 0
Weighted Average Exercise Price, Granted	0.001	0.001
Weighted Average Exercise Price, Exercised	0	0
Weighted Average Exercise Price, Cancelled	0	0
Weighted Average Exercise Price, Ending Balance	0.001	$ 0.001
Weighted Average Exercise Price, Exercisable	$ 0.001
Weighted Average Remaining Term in Years. Granted	10 months	10 months
Weighted Average Remaining Term in Years. Outstanding Beginning	7 years 7 months 6 days	7 years 7 months 6 days
Weighted Average Remaining Term in Years. Exercisable	8 months 2 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	9 Months Ended	12 Months Ended
	Jan. 10, 2022	Mar. 31, 2023	Mar. 31, 2023	Jun. 30, 2022
Option shares	300,000
Services Agreement shares	100,000
common stock on sustained market capitalization		200,000	200,000
Vesting Percentage			2%
Assuming average daily trading volume	100,000
Sustained market capitalization			$ 400,000,000
Stock-based compensation expenses		$ 1,200	178,000	$ 18,800
Deferred compensation expense		$ 3,700,000	$ 3,700,000
Risk-free interest rate		3.26%	3.26%
Expected term Minimum			5 months
Expected term Maximum			10 months
Expected volatility		62.49%	62.49%
Weighted average period			1 month 5 days
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 months
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			$ 50,000
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		$ 6,200	$ 23,000
Weighted average period			1 month 3 days
Unamortized compensation expenses		700,000	$ 700,000
Certaion Employees [Member]
Stock-based compensation expenses		8,000
Deferred compensation expense		$ 5,700,000	$ 5,700,000
Restricted share issued		1,745,000

WARRANTS (Details)

WARRANTS (Details) - $ / shares shares in Thousands	9 Months Ended	12 Months Ended
	Mar. 31, 2023	Jun. 30, 2022
Weighted Average Exercise Price, Beginning Balance	$ 0.001	$ 0
Weighted Average Exercise Price, Ending Balance	$ 0.001	$ 0.001
Weighted Average Remaining Term in Years. Outstanding	7 years 7 months 6 days	7 years 7 months 6 days
Warrants [Member]
Number of share warrants issued	1,560,148
Weighted Average Exercise Price, Beginning Balance	$ 0
Weighted Average Exercise Price, Warrants issued	$ 2
Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Ending	1,560,148
Weighted Average Exercise Price, Warrants expired	$ 0
Weighted Average Exercise Price, Ending Balance	$ 2	$ 0
Weighted Average Remaining Term in Years, Warrants issued	7 months
Weighted Average Remaining Term in Years. Outstanding	6 months 17 days

WARRANTS (Details 1)

WARRANTS (Details 1) - Warrants [Member] shares in Thousands	9 Months Ended
	Mar. 31, 2023 $ / shares shares
Number | shares	1,560,148
Exercise price | $ / shares	$ 2
Expiry Date	August 04, 2029

WARRANTS (Details 2)

WARRANTS (Details 2) - $ / shares shares in Thousands	9 Months Ended	12 Months Ended
	Mar. 31, 2023	Jun. 30, 2022
Weighted Average Exercise Price, Beginning Balance	$ 0.001	$ 0
Weighted Average Exercise Price, Granted	0.001	0.001
Weighted Average Exercise Price, Ending Balance	$ 0.001	$ 0.001
Weighted Average Remaining Term in Years. Outstanding	7 years 7 months 6 days	7 years 7 months 6 days
Warrants to purchase Common Stock
Granted	1,650,000
Vested	(20,834)
Weighted Average Number Of Shares Beginning Balance	1,629,166
Weighted Average Exercise Price, Beginning Balance	$ 0
Weighted Average Exercise Price, Forfeited	0
Weighted Average Exercise Price, vested	0
Weighted Average Exercise Price, Granted	2
Weighted Average Exercise Price, Ending Balance	$ 2	$ 0
Weighted Average Remaining Term in Years. Outstanding	6 months 14 days
Weighted Average Remaining Term in Years. Granted	7 months
Weighted Average Remaining Term in Years. Vested	6 months 18 days

WARRANTS (Details Narrative)

WARRANTS (Details Narrative) - USD ($) $ / shares in Units, shares in Thousands					3 Months Ended	9 Months Ended
	Nov. 10, 2022	Sep. 09, 2022	Aug. 04, 2022	Aug. 04, 2022	Mar. 31, 2023	Mar. 31, 2023	Jun. 30, 2022
Dividend yield						0%
Other current liabilities					$ 1,369,000	$ 1,369,000	$ 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
Inducement loan						$ 3,000
Warrants to purchase Common Stock 1
Total warrants value	$ 427,000,000	$ 687,000,000
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	$ 650,429,000
Other current liabilities					24,000,000	$ 59,000,000
Unamortized amount unvested warrants					$ 368,000,000	$ 368,000,000
Weighted average period						6 months 14 days

COMMITMENTS (Details Narrative)

COMMITMENTS (Details Narrative) - USD ($)

1 Months Ended

3 Months Ended

8 Months Ended

9 Months Ended

12 Months Ended

Feb. 06, 2023

Sep. 01, 2022

Aug. 03, 2022

Feb. 14, 2023

Jan. 23, 2023

Jul. 28, 2022

Mar. 23, 2022

Nov. 27, 2021

Mar. 31, 2023

Dec. 31, 2022

Jun. 30, 2022

Mar. 31, 2023

Dec. 31, 2022

Jun. 30, 2022

Mar. 23, 2023

Aug. 01, 2022

Jan. 01, 2022

Dec. 28, 2021

Stock based compensation expense

$ 57,656

$ 172,969

$ 115,312

Stock based compensation expense

$ 124,000

Ray Ros Holding LLC [Member]

Marketing strategy and assessment rate per month

$ 5,000,000

Excercise price per share

$ 0.001

Options vested quarter

25%

Non statutory stock options issued

100,000,000

Stock based compensation expense

$ 93,750,000

281,250,000

Lee Forester [Member]

Excercise price per share

$ 0.001

Non statutory stock options issued

125,000,000

Stock based compensation expense

57,656,000

134,531,000

Advisory rate per month

$ 3,125,000

Mint Performance Marketing [Member]

Non statutory stock options issued

275,000,000

Stock based compensation expense

375,000,000

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

$ 35,000,000

Options vested

100,000,000

Market Hire LLC [Member]

Fee of individual talent

$ 1,500,000

Fee

$ 20,000,000

KET Consulting LLC [Member]

Annual compensation

$ 240,000,000

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

Non statutory stock options issued

100,000,000

Stock based compensation expense

$ 236,301,000

464,897,000

464,897,000

Exercisable price, per share

$ 0.001

Vesting term

18 months

Vesting percentage

25%

Kelly Zuar [Member]

Stock based compensation expense

$ 83,219,000

35,445,000

Restricted common stock issued

150,000,000

Restricted common stock at fair market value

$ 3.75

Salary

$ 105,000,000

Deepak Chopra LLC [Member]

Stock based compensation expense

93,750,000

$ 187,500,000

Donation paid

$ 50,000,000

Stock options granted

200,000,000

Cash Consideration

$ 12,500,000

Options term, in years

10 months

Options fully vested

25%

options issued

50,000,000

Exercise price

$ 0.001

Neel Naik

Salary

$ 185,000,000

Incentive stock options

$ 700,000,000

Daniel Carmody

Salary

$ 145,000,000

Incentive stock options

$ 200,000,000

Peter Kash

Incentive stock options

$ 75,000,000

additional stock options

225,000,000

Dr. Linda Friedland

Incentive stock options

$ 75,000,000

additional stock options

225,000,000

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	1 Months Ended		9 Months Ended
	Apr. 27, 2023	Apr. 20, 2023	Mar. 31, 2023	Apr. 06, 2023	Jun. 30, 2022
Common stock, par value			$ 0.001		$ 0.001
Proceeds from common stock			$ 250,000,000
SubsequentEvent [Member]
Warrant to purchase				200,000
Common stock, par value				$ 0.001
SubsequentEvent [Member] | Board Of Directors [Member]
Amended and Restated Articles		the holders of shares of the Company’s Common Stock, constituting approximately 54.42% of the total issued and outstanding voting capital stock of the Company as of the that date approved the Amendment by written consent
AccreditedInvestor [Member] | Common Stocks [Member] | SubsequentEvent [Member]
Price per share	$ 2
Common stock, par value	$ 0.001
Proceeds from common stock	$ 1,500,000
Share sold	750,000
subscribers purchased	750,000