UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~Form~~FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the ~~quarterly~~Quarterly ~~period~~Period ~~ended March~~Ended 31September 30, 2023

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

For the transition period ~~from~~from__________ ~~__________~~ to ~~__________~~ ____________

(Commission ~~File~~file ~~Number)~~number 000-56551

THE HEALING COMPANY INC.

(Exact name of registrant as specified in its charter)

Nevada		26-2862618
(State or other jurisdictionof incorporation or organization)		(I.R.S. EmployerIdentification No.)
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
11th Floor, Ten Grand Street, Brooklyn, New York		11249
(Address of principal executive offices)		(Zip Code)

135 W 50th Street, 2nd Floor, New York, New York		10020
(Address of principal executive offices)		(Zip Code)

(866) 241-0670

(Registrant’s telephone number~~, including area code)~~

_____________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class ~~TradingSymbol~~Trading Symbol(s) Name of each ~~exchangeon~~exchange on which registered N/A N/A N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

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

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 713(a)~~(2)(B)~~ of the ~~Securities~~Exchange Act. Yes ☐ No ☒

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

As of ~~May~~November 1817, 2023, ~~there~~the ~~were~~Issuer had 5158,~~734~~194,920 ~~shares of the registrant’s~~ common ~~stock~~shares issued and outstanding.

The Healing Company Inc.

TABLE OF CONTENTS

		Page
	PART I – FINANCIAL INFORMATION	3
Item 1.	Financial Statements (Unaudited)	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	428
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1133
Item 4.	Controls and Procedures	1233
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	1335
Item 1A.	Risk Factors	1335
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1335
Item 3.	Defaults Upon Senior Securities	1335
Item 4.	Mine Safety Disclosures	1335
Item 5.	Other Information	1335
Item 6.	Exhibits	1436
	SIGNATURES	1537

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Index to Unaudited Condensed Consolidated Financial Statements

		Page
Unaudited Condensed Consolidated Balance Sheets at March 31, 2023 and June 30, 2022 (Audited)		F-1
Condensed Consolidated Balance Sheets at September 30, 2023 (Unaudited) and June 30, 2023 (Audited)		F-4
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended March 31, 2023 and 2022		F-2
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended September 30, 2023 and 2022		F-5
Unaudited Condensed Consolidated Statement of Stockholders’ Equity (Deficit) for the three and nine months ended March 31, 2023 and 2022		F-3
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended September 30, 2023 and 2022		F-6
Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended March 31, 2023 and 2022		F-4
Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2023 and 2022		F-7
Notes to Unaudited Condensed Consolidated Financial Statements for the nine months ended March 31, 2023		F-5
Notes to Unaudited Condensed Consolidated Financial Statements for the Three Months Ended September 30, 2023		F-8 to F-27

Table of Contents

The Healing Company Inc.

Condensed Consolidated Balance Sheets

(Stated in U.S. Dollars)

(in thousands, except share and per share amounts)

(Unaudited)

	March 31,2023			June 30,2022
	September 30,			June 30,
	2023			2023
				(Audited)
ASSETS
Current Assets
Cash and cash equivalents	$	31,~~087~~420		$	61,~~492~~503
Accounts receivable, net		~~501~~222			-161
Prepaid expenses		1,~~338~~292			851,309
Inventory, net		42,~~024~~009			-2,681
Advances to vendors		~~129~~9			-12
Other current assets		~~231~~1,894			-1,951
Total Current Assets		96,~~310~~846			67,~~577~~617
Property and equipment		5193			-37
Intangible assets, net		2,120			11
Goodwill		5,055			5,036
Goodwill		8,793			-
Security deposits		1			2
Security deposits		2			-
Deferred income tax		78			79
Deferred income tax		8			-
Total Assets	$	12,073		$	12,771
Total Assets	$	20,284		$	6,588
LIABILITIES AND STOCKHOLDERS’ DEFICIT
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued expenses	$	65,~~517~~417		$	~~256~~5,845
Accounts payable – related party		318			38
Accounts payable - related party		237			243
Contract liabilities		32,~~166~~088			-2,343
Loan		4,~~873~~965			-5,014
Loan payable – related party		171			165
Loan payable - related party		167			172
Advances payable – related parties		3			3
Advances payable - related party		3			3
Other current liability		~~1,369~~857			8893
Sales tax payable		~~118~~161			-178
Total Current Liabilities		16,535			470
Income tax payable		41			42
Total Liabilities	$	16,535		$	470
Total Current Liabilities		13,936			14,733
Stockholders’ Equity
Total Liabilities		13,936			14,733
Preferred Shares – 10,000,000 authorized, $0.001 par value
Stockholders’ Deficit
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
Seed Preferred Shares - 10,000,000 authorized, $0.001 par value, of which 645,000 and 2,620,000 are issued and outstanding as of September 30, 2023 and June 30, 2023, respectively		1			3
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
Common Shares - 290,000,000 authorized, $0.001 par value, 57,474,920 and 55,199,920 shares issued and outstanding as of September 30, 2023 and June 30, 2023, respectively		57			55
Additional Paid-in Capital		2832,~~592~~350			1427,~~653~~823
Deferred compensation		(3,663	)		-
Accumulated Deficit		(34,381	)		(29,900	)
Accumulated Deficit		(21,061	)		(8,591	)
Other Comprehensive Income		110			57
Other Comprehensive Income (loss)		(177	)		7
Total Stockholders’ Deficit		(1,863	)		(1,962	)
Total Stockholders’ Equity		3,749			6,118
Total Liabilities and Stockholders’ Deficit	$	12,073		$	12,771
Total Liabilities and Stockholders’ Equity	$	20,284		$	6,588

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

~~F-1~~4 Table of Contents

The Healing Company Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Stated in U.S. Dollars)

(in thousands, except share and per share amounts)

(Unaudited)

	Three months endedMarch 31,						Nine months endedMarch 31,
	For The Three Months Ended
	2023			2022			2023			2022
	September 30,
Revenue	$	3,185		$	-		$	5,559		$	-
	2023			2022
Cost of revenue		1,363			-			3,138			-
Revenue	$	3,091		$	-
Gross profit		1,822			-			2,421			-
Cost of revenue		1,470			-
Operating expenses
Gross profit		1,621			-
Advertising and marketing		935			-			1,275			-
Operating expenses
General and Administrative		1,412			154			6,561			188
Advertising and marketing		909			-
Professional and Consulting fees		1,362			411			6,451			1,302
General and administrative		2,656			2,249
Management fees		382			174			1,153			328
Professional and consulting fees		1,309			4,057
Total operating expenses		4,091			739			15,440			1,818
Management fees		332			370
Other income (expenses)
Total operating expenses		5,206			6,676
Interest expenses, net		(196	)		-			(1,136	)		-
Loss from operations		(3,585	)		(6,676	)
Foreign currency gain (loss), net		(5	)		-			367			-
Other expense		(654	)		-
Other income		304			-			1,318			-
Interest expense		(220	)		(604	)
Total other income		103			-			549			-
Foreign currency loss		(22	)		-
Loss from Operations before provision for income tax		(2,166	)		(739	)		(12,470	)		(1,818	)
Total Other expense		(896	)		(604	)
Provisions for income taxes		-			-			-			-
Net loss	$	(24,~~166~~481	)	$	(~~739~~7,280	)	$	~~(12,470~~	)	$	~~(1,818~~	)
Other comprehensive income (expense)
Other comprehensive income		111			12
Foreign currency translation adjustment		~~202~~(1	)		-			~~(184~~	)		-
Total comprehensive income (loss)	$	(1,964	)	$	-		$	(12,654	)	$	-
Comprehensive loss	$	(4,371	)	$	(7,268	)
Basic and Diluted Loss Per Common Share	$	(0.04	)	$	(0.02	)	$	(0.26	)	$	(0.04	)
Basic and Diluted Loss per Common Share	$	(0.08	)	$	(0.16	)
Weighted average number of common shares used in per share calculations		51,407,420			44,001,312			48,658,858			44,000,431
Weighted average number of common shares used in Basic and Diluted per share calculations		57,387,420			44,125,572

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

~~F-2~~5 Table of Contents

The Healing Company Inc.

Condensed Consolidated ~~Statement~~Statements of Changes in Stockholders’ ~~Equity (~~Deficit)

(Stated in U.S. Dollars)

(in thousands, except share and per share amounts)

(Unaudited)

	Seed Preferred Stock						Common Stock				AdditionalPaid-in			Deferred			Other Comprehensive			Accumulated			Total Stockholders’
																				Total
	Shares			Amount			Shares		Amount		Capital			Compensation			Income			Deficit			Equity
											Additional			Other						Stockholders'
Balance June 30, 2022		4,660,000		$	5			44,004,920	$	44	$	14,653		$	-		$	7		$	(8,591	)	$	6,118
	Seed Preferred Stock						Common Stock				Paid-in			Comprehensive			Accumulated			Equity
Issuance of stock awards		-			-			3,700,000		4		11,986			(11,990	)		-			-			-
	Shares			Amount			Shares		Amount		Capital			Income			Deficit			(Deficit)
Stock based compensation – stock awards		-			-			-		-		-			1,033			-			-			1,033
Balance June 30, 2023		2,620,000		$	3			55,199,920	$	55	$	27,823		$	57		$	(29,900	)	$	(1,962	)
Stock based compensation – stock options		-			-			-		-		795			-			-			-			795
Investment at Chopra subsidiary		-			-			-		-		2,500			-			-			2,500
Warrants issued as financing cost		-			-			-		-		3,628			-			-			-			3,628
Shares issued under private placement		-			-			175,000		-		350			-			-			350
Net loss		-			-			-		-		-			-			-			(7,280	)		(7,280	)
Shares issued under stock awards		-			-			125,000		-		-			-			-			-
Foreign Currency Translation		-			-			-		-		-			-			12			-			12
Conversion of Seed Preferred to Common stock		(1,975,000	)		(2	)		1,975,000		2		-			-			-			-
Balance September 30, 2022		4,660,000		$	5			47,704,920	$	48	$	31,062		$	(10,957	)	$	19			(15,871	)	$	4,306
Vesting warrants under debt settlement		-			-			-		-		563			-			-			563
Issuance of Seed Preferred Stock for cash		50,000			-			-		-		100			-			-			-			100
Stock based compensation - stock awards		-			-			-		-		800			-			-			800
Stock based compensation – stock awards		-			-			-		-		-			874			-			-			874
Stock based compensation - stock options		-			-			-		-		314			-			-			314
Stock based compensation – stock options		-			-			-		-		880			-			-			-			880
Loss for the period		-			-			-		-		-			-			(4,481	)		(4,481	)
Stock and warrants issued under acquisition agreement		-			-			3,200,000		3		1,180			-			-			-			1,183
Foreign currency translation		-			-			-		-		-			53			-			53
Vested warrants under debt settlement		-			-			-		-		24			-			-			-			24
Balance September 30, 2023		645,000		$	1			57,474,920	$	57	$	32,350		$	110		$	(34,381	)	$	(1,863	)
Additional warrants issued as financing cost		-			-			-		-		424			-			-			-			424
Net loss		-			-			-		-		-			-			-			(3,024	)		(3,024	)
Foreign Currency Translation		-			-			-		-		-			-			(398	)					(398	)
Balance December 31, 2022		4,710,000		$	5			50,904,920	$	51	$	33,670		$	(10,083	)	$	(379	)		(18,895	)	$	4,369
Stock issued under acquisition agreement		-			-			1,400,000		2		208			-			-			-			210
Issuance of Seed Preferred Stock for cash		175,000			-			-		-		350			-			-			-			350
Issuance of common stock for cash		-			-			125,000		-		250			-			-			-			250
Exercise of options		-			-			100,000		-		-			-			-			-			-
Stock based compensation – stock awards, net of forfeitures in the period		-			-			-		-		(6,544	)		6,420			-			-			(124	)
Stock based compensation – stock options		-			-			-		-		623			-			-			-			623
Vested warrants under debt settlement		-			-			-		-		35			-			-			-			35
Net loss -		-			-			-		-		-			-			-			(2,166	)		(2,166	)
Foreign Currency Translation		-			-			-		-		-			-			202			-			202
Balance March 31, 2023		4,885,000		$	5			52,529,920	$	53	$	28,592		$	(3,663	)	$	(177	)		(21,061	)	$	3,749

	Seed Preferred Stock				Common Stock				AdditionalPaid-in			Deferred		Other Comprehensive			Accumulated			Stockholders
																	Total
	Shares		Amount		Shares		Amount		Capital			Compensation		Income			Deficit			Deficit
									Additional			Other					Stockholders'
Balance June 30, 2021		-	$	-		44,000,000	$	44	$	-			-		-		$	(327	)	$	(283	)
	Seed Preferred Stock				Common Stock				Paid-in			Comprehensive		Accumulated			Equity
Loss-- for the period		-		-		-		-		-			-		-			(595	)		(595	)
	Shares		Amount		Shares		Amount		Capital			Income		Deficit			(Deficit)
Balance September 30, 2021		-	$	-		44,000,000	$	44	$	-			-		-			(922	)	$	(878	)
Balance June 30, 2022		4,660,000	$	5		44,004,920	$	44	$	14,653		$	7	$	(8,591	)	$	6,118
Issuance of Seed Preferred Stock for cash		325,000	$	-						650			-		-			-			650
Shares issued under stock awards		-		-		3,700,000		4		(4	)		-		-			-
Loss for the period		-		-		-		-		-			-		-			(484	)		(484	)
Stock based compensation on stock awards		-		-		-		-		1,033			-		-			1,033
Balance December 31, 2021		325,000	$	-		44,000,000	$	44	$	650			-		-		$	(1,406	)		(712	)
Stock based compensation on stock options		-		-		-		-		795			-		-			795
Issuance of Seed Preferred Stock for cash		500,000		-		-		-		1,000			-		-			-			1,000
Warrants issued as financing cost		-		-		-		-		3,628			-		-			3,628
Issuance of common stock for cash		-		-		4,920		-		9			-		-			-			9
Loss for the periods		-		-		-		-		-			-		(7,280	)		(7,280	)
Loss for the period		-		-		-		-		-			-		-			(739	)		(739	)
Foreign currency translation		-		-		-		-		-			11		-			11
Balance March 31, 2022		825,000	$	-		44,004,920	$	44	$	1,659		$	-	$	-		$	(2,145	)		(442	)
Balance September 30, 2022		4,660,000	$	5		47,704,920	$	48	$	20,105		$	18	$	(15,871	)	$	4,305

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

~~F-3~~6 Table of Contents

The Healing Company Inc.

Condensed Consolidated Statements of Cash Flows

(Stated in ~~thousands,~~U.S. ~~except share and per share amounts~~Dollars)

(~~Stated~~ in ~~U.S.~~thousands, ~~Dollars~~except share and per share amounts)

	For the nine months endedMarch 31,
	2023			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			-
Stock based compensation		4,081			-
Warrants issued as financing cost		4,052			-
Gain on settlement of debt		(1,060	)		-
Foreign currency gain		(319	)		-
Change in deferred income taxes		(227	)		-
Change in operating assets and liabilities:
Vendor cash advances		129			-
Prepaid expenses		(22	)		(139	)
Accounts receivable		472			-
Sales tax payable		6			(4	)
Inventories		1,056			-
Accounts payable		(1,115	)		149
Accounts payable and accrued expenses – related party		280			9
Contract liabilities		(163	)		-
Net cash (used in) provided by operating activities		(5,143	)		(1,803	)
Cash flows from investing activities:
Cash acquired under acquisition		595			-
Payment under acquisition		(4,500	)		(20	)
Intangible assets					(8	)
Refund on trademark registration		2			-
Security deposits		64			-
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		-			397
Proceeds from loan payable		4,873			-
Net cash provided by financing activities		5,573			2,056
Effect of exchange rate changes on cash and cash equivalents		4			-
Net (decrease) increase in cash and cash equivalents		(3,405	)		225
Cash and cash equivalents at beginning of period		6,492			-
Cash and cash equivalents at end of period	$	3,087		$	225
Supplemental cash flow information:
Cash paid for interest	$	323		$	-
Cash paid for income taxes	$	-		$	-
Supplemental Non-Cash Investing and Financing Information:
Net assets acquired from acquisition (excluding cash)	$	(4,752	)	$	-
Intangible assets acquired from acquisition	$	2,238		$	-
Goodwill	$	8,793		$	-
Debt settled with common stock warrant	$	472		$	-

(Unaudited)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

	For the Three Months Ended September 30,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(4,481	)	$	(7,280	)
Adjustments to reconcile net (loss) to net cash used in operating activities:
Depreciation and amortization		10			-
Stock based compensation		1,114			1,828
Vesting warrants under debt settlement		563			3,628
Foreign currency gain		111			-
Change in deferred income taxes		1			-
Changes in operating assets and liabilities:
Vendor cash advances		3			-
Prepaid expenses		17			(101	)
Accounts receivable		(61	)		-
Other current assets		57			-
Sales tax payable		(17	)		-
Inventories		672			-
Accounts payable and accrued expenses		(465	)		108
Accounts payable related party		(6	)		29
Contract liabilities		(274	)		-

Net Cash used in operating activities		(2,756	)		(1,788	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Other assets – loan acquired as part of acquisition		-			(2,000	)
Refund on trademark registration		-			2
Security deposits		1			-
Purchases of property and equipment		(66	)		-
Net Cash used in investing activities		(65	)		(1,998	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of Common stock		350			-
Proceeds from investment at Chopra subsidiary		2,500			-
Payments of loan payable		(49	)		-
Payments of loan payable - related parties		(5	)		-
Net Cash provided by financing activities		2,796			-

Foreign Exchange Effect on Cash		(58	)		-

DECREASE IN CASH		(83	)		(3,786	)
CASH AT BEGINNING OF PERIOD		1,503			6,492
CASH AT END OF PERIOD	$	1,420		$	2,706

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest Paid	$	220		$	-
Taxes Paid	$	-		$	-

SUPPLEMENTAL NON-CASH INVESTING AND FINANCING INFORMATION
Warrants issued as financing costs	$	-		$	3,628
Common stock awards issued as deferred compensation	$	469		$	11,990

~~F-4~~The ~~Table~~accompanying notes are an integral part of ~~Contents~~these unaudited condensed consolidated financial statements.

~~The~~7 ~~Healing~~Table ~~Company~~of ~~Inc.~~Contents

~~Notes~~The toHealing ~~the~~Company ~~Unaudited Condensed Consolidated Financial Statements~~Inc.

~~March~~Notes ~~31,~~to ~~2023~~the Unaudited Condensed Consolidated Financial Statements

~~NOTE~~(in 1thousands, –except ~~ORGANIZATION~~share ~~AND~~and ~~BASIS~~per OFshare ~~PRESENTATION~~amount)

~~Organization~~September 30, 2023

~~Historical~~NOTE ~~Information~~1. DESCRIPTION OF BUSINESS, GOING CONCERN AND HISTORY

~~The~~DESCRIPTION ~~Healing~~OF ~~Company~~BUSINESS ~~Inc.~~AND ~~(formerly~~HISTORY “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,~~Historical 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.Information

~~With~~The ~~the~~Healing ~~acquisition~~Company ofInc. ~~NOEO GmbH~~ (formerly “~~NOEO”~~Lake Forest Minerals) ona ~~March~~Nevada 10corporation, ~~2022,~~(the ~~and~~“Company”) was incorporated in the ~~onboarding~~State of aNevada ~~new~~on ~~management~~June ~~team~~23, ~~the~~2008. The Company ~~commenced~~was ~~operations~~originally formed to engage in the ~~health~~acquisition, exploration and ~~wellness~~development ~~sector~~of natural resource properties of merit.

~~Current~~Currently, ~~Information~~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.

OnWith ~~March 3, 2023,~~ the ~~Company~~acquisition ~~and Chopra HLCO LLC, a Delaware limited liability company and indirect wholly owned subsidiary~~ of ~~the~~NOEO ~~Company~~GmbH (“~~Chopra HLCO~~NOEO”) ~~(collectively~~on ~~the~~March ~~“Buyer”) simultaneously (i) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Chopra Global~~10, ~~LLC~~2022, ~~a Delaware limited liability company (“Seller”),~~ and ~~solely with respect to certain specified indemnification provisions of~~ the ~~Purchase~~onboarding ~~Agreement, Deepak Chopra, the majority member~~ of ~~Seller,~~a tonew ~~acquire~~management ~~(the “Acquisition”) certain assets of Seller (the “Purchased Assets”) and certain liabilities related to Seller’s business activities involving the Chopra Global Digital~~team, ~~Chopra Global Licensing and Chopra Global Products assets (these business activities are referred to herein as~~ the ~~“Chopra~~Company ~~Business”)~~commenced ~~and~~operations (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~~health 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~~wellness ~~upon certain terms and conditions~~sector.

~~Basis~~On September 9, 2022, the Company entered into a loan purchase and sale agreement (the “Agreement”) with CircleUp Credit Advisors LLC (“Circle Up”) pursuant to which the Company agreed to purchase from CircleUp all loans and loan accommodations (the “Loan” and the obligations thereunder the “Loan Obligations”) made by the CircleUp to Your Superfoods, Inc. and Your Super, Inc. (together, “Your Super Company”). Pursuant to the terms of ~~Presentation~~the Agreement, as consideration for purchase of the Loan, the Company made a cash payment of $2,000 to the CircleUp and issued to CircleUp a warrant to purchase 1,500,000 restricted shares of the Company’s common stock. This warrant began to vest on September 9, 2023 being 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 September 9, 2029 being 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.

~~These~~On ~~condensed~~March ~~consolidated~~3, ~~financial~~2023, ~~statements~~the Company and ~~related~~Chopra ~~notes~~HLCO ~~are~~LLC, ~~presented~~a inDelaware ~~accordance~~limited ~~with~~liability ~~accounting~~company ~~principles~~and ~~generally~~indirect ~~accepted~~wholly inowned ~~the~~subsidiary ~~United~~of ~~States~~the Company (“USChopra ~~GAAP~~HLCO”). ~~The~~(collectively ~~Company’s~~the ~~fiscal~~“Buyer”) ~~year~~entered ~~end~~into ~~is June 30. Certain information~~ and ~~note~~consummated ~~disclosures~~an ~~normally~~Asset ~~included~~Purchase inAgreement (the ~~financial~~“Purchase ~~statements~~Agreement”) ~~prepared in accordance~~ with ~~GAAP~~Chopra ~~have~~Global, ~~been~~LLC, ~~condensed~~a orDelaware ~~omitted~~limited ~~pursuant~~liability tocompany ~~such~~(the ~~rules~~“Seller”), and ~~regulations.~~solely ~~The~~with ~~information~~respect ~~furnished~~to ~~reflects~~certain ~~all~~specified ~~adjustments,~~indemnification ~~consisting~~provisions ~~only~~ of ~~normal~~the ~~recurring~~Purchase ~~items which are~~Agreement, inDeepak ~~the opinion of management~~Chopra, ~~necessary in order to make~~ the ~~financial~~majority ~~statements~~member ~~not~~of ~~misleading. The unaudited financial statements for~~ the ~~three and nine months ended March 31~~Seller, ~~2023,~~to ~~are~~acquire ~~not~~(the ~~necessarily~~“Acquisition”) ~~indicative~~certain assets of the ~~results~~Seller ~~for~~ (the ~~remainder~~“Purchased ofAssets”) ~~the~~and ~~fiscal~~certain ~~year.~~liabilities Asrelated ~~such,~~to the ~~information~~Seller’s ~~included~~business inactivities ~~the~~involving ~~condensed~~Chopra ~~consolidated~~Global ~~financial~~Digital, ~~statements~~Chopra ~~for~~Global ~~the~~Licensing ~~three~~ and ~~nine~~Chopra ~~months~~Global ~~ended~~Products ~~March~~assets ~~31,~~(these ~~2023,~~business ~~should~~activities beare ~~read~~referred into ~~conjunction~~herein ~~with~~as the ~~audited~~“Chopra ~~financial~~Business”). ~~statements~~Following ~~and~~the ~~accompanying~~closing ~~notes~~of ~~included in~~ the ~~Company’s~~acquisition, ~~Form 10-K for~~ the ~~Company’s~~Purchased ~~fiscal~~Assets ~~year~~are ~~ended~~held ~~June 30~~by, ~~2022,~~and ~~as filed with~~ the ~~Securities~~Chopra ~~and~~Business ~~Exchange~~is ~~Commission~~operated ~~(the~~through, ~~“SEC”)~~Chopra HLCO.

F-The aggregate consideration paid and payable by the Buyer for the Purchased Assets (the “Purchase Price”) consists of up to $5,000 ~~Table~~in cash plus newly issued shares of ~~Contents~~the Company’s common stock, par value $0.001 per share (the “Common Stock”). $1,000 of the cash portion of the Purchase Price was paid to the Seller on March 3, 2023, along with the issuance to the Seller of One Million Four Hundred Thousand (1,400,000) shares of Common Stock (the “Closing Shares”). A deferred cash payment of $2,500 was paid to the Seller prior to March 31, 2023. In addition, the Seller may receive certain Earnout payments of up to $3,000 by way of cash and shares upon certain terms and conditions.

~~The~~8 ~~Healing~~Table ~~Company~~of ~~Inc.~~Contents

~~Notes~~Basis toof ~~the~~Presentation ~~Unaudited Condensed Consolidated Financial Statements~~

~~March~~The 31(a) unaudited condensed consolidated balance sheets as of September 30, 2023, and as of June 30, 2023 , which has been derived from audited consolidated financial statements, and (b) the unaudited condensed consolidated statements of operations, stockholders’ deficit and cash flows of the Company, have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended September 30, 2023 are not necessarily indicative of results that may be expected for the year ending June 30, 2024. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Form 10-K for the year ended June 30, 2023, filed with the Securities and Exchange Commission (“SEC”) on October 23, 2023.

~~Going~~All ~~Concern~~amounts referred to in the notes to the unaudited condensed consolidated financial statements are in United States Dollars ($) unless stated otherwise.

~~The~~Going 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.Concern

~~COVID-19~~The ~~Pandemic~~Company ~~and~~had ~~other~~a ~~factors~~working capital deficit of $7,090 on September 30, 2023. During the year ended June 30, 2022, the Company entered into private placement subscription agreements to raise a total of $10,000 by the sale of seed preferred stock at $2.00 per share, of which the Company has collected $9,660 with $340 remaining to be collected. During the three months ended September 30, 2023, the Company issued additional shares of common stock at $2.00 per share for total proceeds of $2,850, all of which has been collected to date.

~~While~~The ~~the~~Company ~~World~~commenced ~~Health~~operations ~~Organization~~in ~~has~~the ~~recently~~wellness ~~declared~~sector ~~that~~initially through the ~~COVID-19~~acquisition ~~pandemic~~of isNOEO noand ~~longer~~more arecently ~~public~~with ~~health~~the ~~emergency~~acquisition of ~~international~~the ~~concern~~Your Super and ~~the~~Chopra ~~global~~Business ~~economy~~assets. isDuring ~~focused~~the onyear ~~recovery,~~ended ~~the~~June ~~impact~~30, of2023, ~~COVID-19~~the ~~could~~Company ~~continue~~entered tointo ~~have~~a ancredit ~~adverse~~agreement ~~impact~~with oncertain lenders (the ~~Company~~“Lenders”) ~~going~~who ~~forward.~~agreed ~~COVID-19~~to ~~caused~~extend ~~significant~~a ~~disruptions~~credit facility to the ~~global~~Company ~~financial~~consisting ~~markets,~~of ~~which~~up ~~may~~to ~~continue~~$150,000 toin ~~impact~~accordance with the ~~Company’s~~terms ~~ability~~of tothe ~~raise~~agreement ~~additional~~in ~~capital~~aggregate ~~and~~principal toamount ~~pursue~~of ~~certain~~term ~~acquisitions.~~loan ~~Additional~~commitments ~~factors~~(the ~~which~~“Term ~~may~~Loans”)), ~~impact~~ the ~~Company’s~~proceeds ~~ongoing~~of ~~operations~~which ~~include,~~may ~~but~~be ~~are~~used ~~not~~to ~~limited~~acquire ~~to,~~assets ~~inflation,~~that ~~potential~~are ~~supply~~deemed ~~chain~~eligible ~~issues~~by asmeeting acertain ~~result~~criteria. ofTo date, the ~~aforementioned~~Company ~~recovery~~has ~~from~~been ~~the~~funded ~~COVID-19 pandemic~~$4,870 under the ~~recent~~terms ~~war~~of inthis agreement to facilitate the ~~Ukraine~~purchase ~~and~~of ~~climate~~operating ~~change~~assets. The ~~These~~continuation ~~events~~of ~~may~~the ~~have~~Company ~~serious~~as ~~adverse~~a ~~impact~~going onconcern ~~domestic~~is ~~and~~dependent ~~foreign~~upon ~~economies~~the ~~which~~ability ~~may~~to ~~impact~~attain profitable operations from the Company’s ~~operations~~existing asand aplanned ~~result~~future ofbusiness aoperations ~~variety~~and ofsufficient ~~factors~~financing ~~including~~to ~~the~~carry ~~potential~~out ~~for~~those ~~reduced~~plans. ~~consumer~~If ~~spending. The~~the Company is unable to ~~predict~~obtain ~~the~~adequate ~~ongoing~~capital ~~impact~~as ofneeded, ~~these~~or ~~factors~~conduct onrevenue generating operations, the Company’s ~~consolidated~~may ~~financial~~be ~~operations.~~required ~~There~~to ~~are~~reduce nothe ~~assurances~~scope, ~~that~~delay, ~~the~~or ~~Company~~eliminate ~~will~~some beor ~~able~~all toof ~~meet~~ its ~~obligations~~existing and planned operations. These factors, among others, raise ~~funds~~substantial ordoubt ~~conclude~~about the ~~acquisition~~Company’s ofability ~~identified~~to ~~businesses~~continue as a going concern.

NOTE 2. –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~Principles~~Principals of Consolidation

~~These~~The ~~unaudited condensed~~ consolidated financial statements include the accounts of The Healing Company, ~~Inc.~~ and its 100% controlled subsidiaries, NOEO ~~GmBH~~GmbH, NOEO, Inc., HLCO Borrower LLC, Your Super HLCO, LLC, ~~Chopra HLCO LLC~~ and ~~the~~Chopra ~~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~~the ~~Super Inc. and~~ Chopra ~~HLCO~~Business, 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.

~~F-6~~Income ~~Table~~and ofOther ~~Contents~~Taxes

Income taxes are accounted for using the asset and liability method in accordance with ASC 740, Income Taxes (“ASC 740”), and in accordance with taxation principles currently effective in the United States and Germany, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The ~~Healing~~effect ~~Company~~of ~~Inc~~a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

~~Notes~~9 toTable ~~the~~of ~~Unaudited Condensed Consolidated Financial Statements~~Contents

~~March~~The 31Company records net deferred tax assets to the extent they believe these assets will more-likely-than-not be realized. In making such determination, ~~2023~~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.

~~Foreign~~Net ~~Currency~~Loss ~~Translation~~per ~~and~~Common ~~Transactions~~Share

The ~~reporting~~Company ~~currency~~computes ofnet ~~the~~loss ~~Company~~per isshare ~~the~~in ~~U.S.~~accordance ~~dollar~~with ASC 260, Earnings per Share. ~~The~~ASC ~~functional~~260 ~~currencies~~requires presentation of ~~the~~both ~~Company’s~~basic ~~Germany~~ and ~~Netherlands~~diluted ~~subsidiaries~~earnings ~~are~~per share (“EPS”) on the ~~local~~face ~~currencies.~~of ~~The~~the ~~assets~~income ~~and~~statement. ~~liabilities~~Basic ofEPS ~~foreign~~is ~~subsidiaries~~computed ~~are~~by ~~translated~~dividing ~~using~~net ~~exchange~~loss ~~rates~~available into ~~effect~~common atshareholders (numerator) by the ~~consolidated~~weighted ~~balance~~average ~~sheet~~number ~~date~~of shares outstanding (denominator) during the period. ~~Revenues~~Diluted ~~and~~EPS ~~expenses~~gives ~~are~~effect ~~translated~~to ~~using~~all ~~the~~dilutive ~~average~~potential ~~exchange~~common ~~rates~~shares ~~prevailing~~outstanding during the period. ~~Exchange-rate~~using ~~differences~~the ~~resulting~~treasury ~~from~~stock ~~translation~~method ~~adjustments~~and ~~are~~convertible ~~accounted~~preferred ~~for~~stock asusing athe ~~component~~if-converted ofmethod. ~~accumulated~~In ~~other~~computing ~~comprehensive~~diluted ~~loss.~~EPS, ~~Borrowings~~the inaverage ~~foreign~~stock ~~currencies~~price ~~are~~for ~~recorded~~the atperiod is used in determining the ~~rate~~number of ~~exchange~~shares atassumed ~~the~~to ~~time~~be ofpurchased from the ~~transaction~~exercise ~~and~~of ~~are~~stock ~~adjusted~~options ~~for~~or ~~any~~warrants. ~~exchange~~Diluted ~~rate~~EPS ~~gains~~excludes orall ~~losses~~dilutive aspotential ofshares ~~the~~if ~~balance~~their ~~sheet~~effect ~~date~~is anti-dilutive.

~~Translation~~The oftable ~~amounts~~below ~~from~~reflects ~~Euro~~the ~~into~~potentially ~~US$~~dilutive ~~has~~securities ~~been made~~ at the ~~following~~end ~~exchange~~of ~~rates~~each ~~for~~reporting ~~the periods ended March 31, 2023 and June 30, 2022:~~period.

	March 31,2023		June 30,2022
	September 30,2023		June 30,2023
Period-end Euro: US$ exchange rate	$	1.0842	$	1.0476
Seed Preferred stock (Convertible to Common stock 1:1)		645,000		2,620,000
Period average Euro: US$ exchange rate	$	1.0428	$	1.0725
Seed Preferred warrants (Convertible to Common stock 1:1)		1,560,148		1,560,148
Common stock warrants		1,650,000		1,650,000
Stock options		3,091,250		3,091,250
Total		6,946,398		8,921,398

~~Translation~~Stock-based ~~gains~~compensation 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.

·The ~~Comprehensive~~Company ~~Income~~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.

~~ASC~~Cash ~~Topic 220, “Comprehensive Income”, establishes standards for reporting~~ and ~~display~~cash of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying consolidated statements of changes in shareholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.equivalents

~~Cash~~The Company defines cash and ~~Cash~~cash ~~Equivalents~~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 September 30, 2023 and June 30, 2023, 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 September 30, 2023 and June 30, 2023, cash and cash equivalents was $1,420 and $1,503, respectively.

~~The~~Concentration ~~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.Risk

~~Concentration~~Financial instruments that subject the Company to significant concentrations of ~~Risk~~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.

~~Financial~~The ~~instruments~~Company ~~that~~currently ~~subject~~has bank deposits with financial institutions in the ~~Company~~U.S. towhich ~~significant~~exceed ~~concentrations~~FDIC ofinsurance ~~credit~~limits. ~~risk~~FDIC ~~primarily~~insurance ~~consist~~provides ofprotection ~~cash~~for ~~and~~bank ~~cash~~deposits ~~equivalents.~~up ~~The~~to ~~Company~~$250, ~~maintains~~so ~~substantially~~there ~~all~~were cumulative uninsured balances of ~~its~~$1,170 and ~~cash~~$1,253 in the parent and ~~cash~~its ~~equivalents~~US ~~with~~based ~~three~~subsidiaries ~~financial~~as ~~institutions,~~of ~~which~~September 30, at2023 ~~times~~and June 30, ~~may~~2023, ~~exceed~~respectively. ~~federally~~There ~~insured~~were ~~limits.~~no ~~The~~uninsured ~~Company~~bank ~~has~~deposits ~~not~~with ~~incurred~~a ~~any~~financial ~~losses~~institution ~~associated~~outside ~~with~~the ~~this~~U.S. ~~concentration~~All ofuninsured bank deposits are held at high quality credit institutions.

~~The~~10 ~~Company~~Table 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.Contents

~~F-7~~Foreign ~~Table~~currency oftranslation ~~Contents~~and transactions

The ~~Healing~~Company uses the U.S. Dollar as the reporting currency for its financial statements. Functional currency is the currency of the primary economic environment in which an entity operates. The functional currency of the Company’s ~~Inc~~Germany and Netherlands subsidiaries are the local currencies. The assets and liabilities of the Company’s foreign subsidiaries are translated into US Dollars 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.

~~Notes~~Translation toof amounts from Euro into US$ have been made at the ~~Unaudited~~following ~~Condensed~~exchange ~~Consolidated~~rates ~~Financial~~for ~~Statements~~the periods ended September 30, 2023 and June 30, 2023:

March 31, 2023

	September 30, 2023		June 30, 2023
Period-end Euro: US$ exchange rate	$	1.0573	$	1.0915
Period-average Euro: US$ exchange rate	$	1.0880	$	1.0459

~~Accounts~~Translation ~~Receivable~~gains and ~~Allowance~~losses ~~for~~that ~~Doubtful~~arise ~~Accounts~~from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are translated, at the rate on the date of the transaction and included in the results of operations as incurred.

~~Accounts~~ASC ~~receivable~~Topic ~~are~~220, ~~stated~~“Comprehensive ~~net~~Income”, ofestablishes anstandards ~~allowance~~ for ~~doubtful accounts. When management becomes aware of circumstances that may decrease~~ the ~~likelihood~~reporting ofand ~~collection~~display ~~to a point where a receivable is no longer probable~~ of ~~being~~comprehensive ~~collected~~income, itits ~~records~~components anand ~~allowance~~accumulated ~~against~~balances. ~~amounts~~Comprehensive ~~due,~~income ~~which~~as ~~reduces~~defined ~~the~~includes ~~receivable~~all tochanges ~~the~~in ~~amount~~equity ~~that~~during ~~management~~a ~~reasonably~~period ~~believes~~from ~~will~~non-owner ~~be collected~~sources. ~~For~~Accumulated ~~all~~ other ~~customers~~comprehensive income, ~~management~~as ~~determines~~presented ~~the~~in ~~adequacy of~~ the ~~allowance~~accompanying ~~based~~consolidated onstatements ~~historical loss patterns, the number~~ of ~~days~~changes ~~that~~in ~~billings~~shareholders’ ~~are past due~~equity, ~~and~~consists ~~an evaluation~~ of ~~the~~changes ~~potential~~in ~~risk~~unrealized ofgains ~~loss~~and ~~associated~~losses ~~with~~on ~~specific~~foreign ~~accounts.~~currency ~~The Company does not have any off-balance-sheet credit exposure related to its customers~~translation. AsThis ofcomprehensive ~~March~~income ~~31,~~is ~~2023~~not ~~and~~included ~~June~~in ~~30, 2022,~~ the ~~allowance~~computation ~~for~~of ~~doubtful~~income ~~accounts~~tax ~~amounted~~expense toor ~~$496 and $0, respectively~~benefit.

~~Inventories~~Accounts Receivable and Allowance for Doubtful Accounts

~~Inventories~~Accounts ~~consist~~receivable ~~primarily~~are ofstated ~~raw~~net ~~materials,~~of ~~work-in-process~~an ~~(blended~~allowance ~~superfood~~for ~~powder)~~doubtful ~~and finished goods~~accounts. ~~Finished~~When ~~goods~~management ~~and~~becomes ~~work-in-process~~aware ~~include~~of ~~direct~~circumstances ~~materials,~~that ~~finished~~may ~~product~~decrease ~~kits,~~the ~~finished~~likelihood ~~products,~~of ~~third-party~~collection ~~blender~~to ~~and~~a ~~other~~point ~~overhead~~where ~~costs~~a ~~involved~~receivable inis ~~manufacturing~~no ~~for~~longer ~~e-commerce~~probable ~~sales.~~of ~~The~~being ~~Company~~collected, ~~values~~it ~~inventory~~records ~~using~~an ~~the~~allowance ~~standard~~against ~~costing~~amounts ~~method~~due, ~~whereunder~~which ~~product~~reduces ~~costs~~the ~~are~~receivable ~~allocated~~to ~~based~~the onamount ~~standard~~that ~~rates~~management ~~for~~reasonably ~~materials,~~believes ~~labor,~~will ~~and~~be ~~overhead~~collected. ~~The~~For ~~Company~~all ~~analyses~~other ~~actual~~customers, ~~costs~~management atdetermines ~~regular~~the ~~intervals~~adequacy ~~and accounts for any variance in its costs~~ of ~~goods~~the ~~sold.~~allowance ~~Inventories~~based ~~are~~on ~~stated~~historical atloss patterns, the ~~lower~~number of ~~cost~~days orthat ~~net~~billings ~~realizable~~are ~~value~~past due, ~~with~~and ~~cost~~an ~~determined~~evaluation ~~using~~of the ~~first-in~~potential ~~first-out~~risk ~~method.~~of ~~Inventories~~loss ~~have~~associated ~~been~~with ~~reduced~~specific ~~by an allowance for excess, obsolete and unsaleable inventories~~accounts. The ~~allowance~~Company isdoes annot ~~estimate~~have ~~based~~any onoff-balance-sheet ~~our~~credit ~~management’s~~exposure ~~review~~related ~~of inventories on hand compared~~ to ~~estimated~~its ~~future usage and sales~~customers. ~~The~~As ~~Company performs cycle counts~~ of ~~inventories~~September at30, ~~its~~2023 ~~warehouse~~ and ~~distribution~~June ~~center~~30, ~~throughout~~2023, the ~~year. An~~ allowance for ~~inventory~~doubtful ~~shrinkage~~accounts isamounted ~~established~~to ~~for~~$104 ~~estimated~~and ~~inventory~~$110, ~~shrinkage since the last physical inventory date through the reporting date~~respectively.

~~Property and Equipment~~Inventories

~~Property~~Inventories ~~and~~consist ~~equipment~~primarily ~~are~~of ~~stated~~raw ~~at cost~~materials, ~~net~~work-in-process of(blended ~~accumulated~~superfood ~~depreciation~~powder) and ~~amortization~~finished goods. Finished goods and work-in-process include direct materials, finished product kits, finished products, third-party blender and ~~depreciated~~other ~~over~~overhead ~~their~~costs ~~estimated~~involved ~~lives~~in manufacturing for e-commerce sales. The Company values inventory using the ~~straight-line~~standard costing method whereunder product costs are allocated based on standard rates for materials, labor, and overhead. The ~~useful~~Company ~~lives~~analyses actual costs at regular intervals and accounts for any variance in costs of ~~leasehold~~goods ~~improvements~~sold. Inventories are stated at the lower of cost or net realizable value, with cost determined byusing the ~~economic~~first-in ~~useful~~first-out ~~lives~~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 ~~the~~inventories ~~assets~~on orhand ~~the~~compared ~~term~~to estimated future usage and sales. The Company performs cycle counts of inventories at its warehouse and distribution center throughout the ~~leases,~~year. ~~whichever~~An allowance for inventory shrinkage is ~~shorter~~established for estimated inventory shrinkage since the last physical inventory date through the reporting date.

~~Depreciation~~Property and ~~amortization is provided for by the straight-line method over the estimated useful lives as follows:~~Equipment

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

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.

~~Expenditures~~11 ~~for~~Table 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.~~Contents

~~Business~~Depreciation ~~Combinations~~and amortization is provided for by the straight-line method over the estimated useful lives as follows:

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.

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

~~F-8~~Expenditures ~~Table~~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 ~~Contents~~operations.

~~The Healing Company Inc.~~Goodwill

~~Notes~~Goodwill torepresents the ~~Unaudited~~excess ~~Condensed~~of ~~Consolidated~~the purchase price over the fair market value of the net assets acquired on October 13, 2022 and March 3, 2023, respectively. The Company has implemented the Business Combinations Topic of the Financial ~~Statements~~Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350, Intangibles - Goodwill and Other. Goodwill is deemed to have an indefinite life, and is not amortized but is subject to, at a minimum, an annual impairment test.

~~March~~The 31Company tests goodwill for impairment at least annually, or more frequently if events or changes in circumstances indicate that the asset may be impaired. For the fiscal year ended June 30, 2023, the Company recorded impairment of goodwill of $3,869. There was no impairment during the three months ended September 30, 2023.

~~Goodwill~~Business ~~and Intangibles~~Combinations

~~Goodwill~~The ~~represents~~Company accounts for business combinations using the ~~excess~~purchase method of ~~the~~accounting. The purchase ~~price~~method ~~over~~requires the ~~fair~~Company ~~market~~to ~~value~~determine of the ~~net~~fair ~~assets~~value ~~(including~~of ~~intangibles)~~all acquired onassets, ~~October~~including ~~13,~~identifiable ~~2022~~intangible assets and ~~March~~all 3,assumed ~~2023, respectively~~liabilities. The ~~Company~~total ~~has~~cost ~~implemented~~of ~~the~~acquisitions ~~Business~~is ~~Combinations~~allocated ~~Topic~~to of the ~~Financial~~underlying ~~Accounting~~identifiable ~~Standards~~net ~~Board~~assets, ~~(“FASB”)~~based ~~Accounting~~on ~~Standards~~their ~~Codification~~respective ~~(“ASC”)~~estimated ~~350,~~fair ~~Intangibles - Goodwill and Other~~values. ~~Goodwill~~Determining ~~and~~the ~~tradename~~fair ~~are~~value ~~deemed~~of toassets ~~have~~acquired anand ~~indefinite~~liabilities ~~life,~~assumed ~~customer/distributor~~requires ~~relationships~~management’s ~~have~~judgment aand ~~definite~~the ~~life~~utilization of ~~approximately~~independent 5valuation ~~years~~experts, and ~~non-compete~~often ~~provisions~~involves ~~with~~the ~~key~~use ~~employees have a definite life~~ of ~~approximately~~significant 4estimates ~~years. Goodwill~~ and ~~indefinite~~assumptions, ~~life~~including ~~intangible~~assumptions ~~assets~~with ~~are~~respect ~~not~~to ~~amortized~~future ~~but~~cash ~~are~~inflows ~~subject~~and tooutflows, atdiscount arates ~~minimum,~~and ~~annual~~asset ~~impairment~~lives, ~~tests.~~among ~~The~~other ~~Company expenses costs to maintain or extend intangible assets as incurred~~items.

~~The~~Long-Lived 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.Assets

The Company ~~tests~~evaluates ~~goodwill,~~the ~~accreditation~~recoverability ~~and~~of ~~trade~~its ~~names~~long-lived assets for impairment, atother ~~least~~than ~~annually~~goodwill, orwhenever ~~more frequently if~~ events or changes in circumstances indicate that the carrying amount of an asset may not be ~~impaired~~recoverable. ~~There~~The ~~were~~recoverability noof ~~goodwill,~~assets ~~accreditation~~to orbe ~~trade~~held ~~names~~and ~~impairments~~used ~~for~~is measured by a comparison of the ~~periods~~carrying ~~presented~~amount of an asset to undiscounted future net cash flows expected to be generated by the assets. ~~Amortization~~If such assets are impaired, the impairment to be recognized is measured by the amount by which the carrying amount of ~~customer~~the ~~relationships~~assets ~~and~~exceeds ~~non-compete~~the ~~agreements~~fair onvalue aof ~~straight-line~~the ~~basis~~assets. ~~totaled~~Fair ~~$126~~value inestimates are based on assumptions concerning the ~~nine~~amount and timing of estimated future cash flows. The Company had no long-~~month~~lived ~~period~~asset ~~ended~~impairments ~~March~~as 31of September 30, 2023 and June 30, 2023, respectively.

~~Long-Lived~~Contract Assets

~~The~~In ~~Company~~accordance ~~evaluates~~with ~~the~~ASC ~~recoverability of its long~~606-~~lived assets for impairment~~10-45-3, ~~other~~a ~~than~~contract ~~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~~Company’s ~~amount~~right ~~of an asset~~ to ~~undiscounted~~payment ~~future~~for ~~net~~goods ~~cash~~and ~~flows~~services ~~expected~~already transferred to bea ~~generated~~customer byif ~~the~~that ~~assets.~~right ~~If such assets are considered~~ to bepayment ~~impaired, the impairment to be recognized~~ is ~~measured~~conditional byon ~~the~~something ~~amount~~other bythan ~~which~~ the ~~carrying~~passage ~~amount~~ of ~~the assets exceeds the fair value of the assets~~time. ~~Fair~~The ~~value~~Company ~~estimates~~will ~~are~~recognize ~~based~~a oncontract ~~assumptions~~asset ~~concerning~~when ~~the~~it ~~amount~~has ~~and~~fulfilled ~~timing~~a ofcontract ~~estimated~~obligation ~~future~~but ~~cash~~must ~~flows.~~perform ~~The~~other ~~Company~~obligations ~~had~~before nobeing ~~long-lived~~entitled ~~asset~~to ~~impairments as of March 31, 2023 and June 30, 2022, respectively~~payment.

~~Contract~~There were no contract assets at September 30, 2023 and June 30, 2023.

InContract 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.Liabilities

~~There~~Deferred ~~were~~revenue, noa contract ~~assets~~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 of the revenue deferrals recorded at ~~March~~the 31balance sheet date will be recognized as revenue in the next 12 months as performance obligations are satisfied, ~~2023~~in accordance with ASC 606, Revenue from Contracts with Customers. Sales taxes collected from customers and ~~June~~remitted 30to government authorities are excluded from revenue and deferred revenue. Ownership passes to customers upon shipment. Deferred revenue represents amounts collected from, ~~2022~~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.

~~Contract~~12 ~~liabilities~~Table of Contents

~~Deferred~~The ~~revenue,~~Company offers a ~~contract~~loyalty ~~liability,~~program ~~primarily~~to ~~consists~~its ofcustomers ~~arrangement~~which ~~consideration~~incorporates ~~collected~~a inpoints ~~advance~~system offor ~~order~~activities ~~fulfillment~~on ~~and~~the ~~unsatisfied~~Company’s ~~obligations~~website, ~~related~~such toas ~~outstanding~~reviews, ~~loyalty~~referrals, and purchases. Customers accumulate points based on their level of spending and type of participation. The ~~Company~~points ~~expects~~can ~~that~~be ~~the~~redeemed ~~majority~~for ~~the~~purchases ~~revenue~~of ~~deferrals~~goods ~~recorded~~offered at the ~~balance~~Company’s ~~sheet~~websites. ~~date~~The ~~will~~Company defers the stand-alone selling price of earned reward points, net of rewards not expected to be ~~recognized~~redeemed (known as ~~revenue~~“breakage”), inas liability for outstanding loyalty points. To estimate the ~~next~~stand-alone 12selling ~~months~~price asfor ~~performance~~the ~~obligations~~points, ~~are~~the ~~satisfied.~~Company ~~Sales~~considers ~~taxes~~the ~~collected~~stated ~~from~~redemption ~~customers~~value ~~and~~per ~~remitted~~point todictated ~~government~~by ~~authorities~~the ~~are~~terms ~~excluded~~of ~~from~~the ~~revenue~~loyalty programs and ~~deferred~~then ~~revenue.~~estimates ~~Ownership~~the ~~passes~~future tobreakage ~~customers~~of ~~upon~~reward ~~shipment~~points based on historical member activity. ~~Deferred~~Upon ~~revenue~~redemption ~~represents~~of ~~amounts~~points ~~collected~~by ~~from~~customer, orthe ~~invoiced~~Company ~~to,~~recognizes ~~customers~~revenue inand ~~excess~~reduces ofcorresponding ~~revenues~~deferred ~~recognized,~~revenue. ~~primarily~~The ~~from~~Company ~~the~~records ~~billing~~breakage revenue of ~~annual~~unredeemed ~~subscription~~points ~~agreements~~based on expected customer redemptions.

~~Also~~The ~~included~~Company’s intotal contract ~~liabilities~~liability isbalance ~~the~~was ~~value~~$2,088 at September 30, 2023, of which $318 relates to the liability for outstanding loyalty points for Your Super and $1,770 relates to customer subscription deposits with respect to ~~the~~membership ~~Company’s~~fees ~~loyalty~~from ~~program~~the ~~described~~Chopra ~~below.~~Meditation ~~The~~& ~~value~~Wellbeing ofapp ~~these~~(“Chopra ~~contract~~App”) ~~liabilities~~which ~~will~~are ~~increase~~collected orin ~~decrease~~advance ~~based~~and onamortized over the ~~timing~~one of(1) ~~invoices~~year ~~and~~term ~~recognition~~ of ~~revenue~~the asmembership, ~~customers~~advances ~~use~~on ~~their~~retreat ~~rewards~~packages ~~points~~and prepaid licensing fees.

~~F-9~~The ~~Table~~Company’s total contract liability balance was $2,343 at June 30, 2023, of ~~Contents~~which $212 related to the liability for outstanding loyalty points for Your Super and $1,345 related to customer subscription deposits with respect to membership fees from the Chopra App.

~~The~~Fair ~~Healing~~Value ~~Company Inc.~~Measurements

~~Notes~~The toCompany’s financial instruments primarily consist of cash and cash equivalents, accounts receivable, contracts receivable, accounts payable and accrued liabilities, contracts receivable recourse, deferred revenue, debt and a capital lease obligation. The carrying value of the ~~Unaudited~~Company’s ~~Condensed~~financial ~~Consolidated~~instruments ~~Financial~~approximate ~~Statements~~fair value.

~~March~~FASB 31ASC 820, Fair ~~2023~~Value Measurements and Disclosures (“ASC 820”) establishes a framework for all fair value measurements and expands disclosures related to fair value measurement and developments. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

~~The~~ASC ~~Company~~820 ~~offers~~requires athat ~~loyalty~~assets ~~program to its customers which incorporates a points system for activities on the Company’s website, such as reviews, referrals,~~ and ~~purchases.~~liabilities ~~Customers~~measured ~~accumulate points based on their level of spending and type of participation. The points can be redeemed for purchases of goods offered~~ at ~~the~~fair 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~~are ~~point~~classified ~~dictated by the terms of the loyalty programs~~ and ~~then~~disclosed ~~estimates~~in ~~the~~one ~~future breakage~~ of ~~reward points based on historical member activity. Upon redemption of points by customer,~~ the ~~Company~~following ~~recognizes~~three ~~revenue and reduces corresponding deferred revenue. The Company records breakage revenue of unredeemed points based on expected customer redemptions.~~categories:

~~The~~Level ~~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~~Quoted ~~relates~~market toprices ~~the liability~~ for ~~outstanding~~identical ~~loyalty~~assets ~~points~~or ~~for~~liabilities ~~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~~active ~~and~~markets ~~amortized~~or ~~over~~observable ~~the one (1) year term of the membership, advances on retreat packages and prepaid licensing fees.~~inputs;

~~Fair~~Level ~~Value~~2 ~~Measurements~~- Significant other observable inputs that can be corroborated by observable market data; and

~~The~~Level ~~Company's~~3 ~~financial~~- ~~instruments~~Significant ~~primarily~~unobservable ~~consist~~inputs ofthat ~~cash~~cannot ~~and~~be ~~cash~~corroborated ~~equivalents,~~by ~~accounts~~observable ~~receivable,~~market ~~contracts receivable, accounts payable and accrued liabilities, contracts receivable recourse, deferred, unearned tuition, debt and a capital lease obligation~~data. ~~The carrying values of the Company's financial instruments approximate fair value.~~

~~FASB~~The ~~ASC~~Company ~~820, Fair~~believes ~~Value~~that ~~Measurements~~the ~~and~~carrying ~~Disclosures~~amounts ~~("ASC~~of ~~820")~~cash ~~establishes a framework for all fair value measurements~~ and ~~expands~~cash ~~disclosures~~equivalents, ~~related~~accounts topayable, ~~fair value measurement~~ and ~~developments.~~short-term ~~ASC~~borrowings ~~820~~approximate ~~defines~~ fair value asbased ~~the~~on ~~price~~either ~~that~~their ~~would~~short-term benature ~~received~~or toon ~~sell~~terms ancurrently ~~asset~~available ~~or paid~~ to ~~transfer~~the aCompany ~~liability~~ in anfinancial ~~orderly transaction between market participants at the measurement date~~markets.

~~ASC~~Revenue ~~820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories:~~Recognition

~~Level~~Revenue ~~1—Quoted~~is ~~market~~recognized ~~prices~~when ~~for~~a ~~identical~~customer ~~assets~~obtains control of promised goods or ~~liabilities~~services, in ~~active~~an ~~markets~~amount that reflects the consideration which the entity expects to receive in exchange for those goods or ~~observable~~services. ~~inputs;~~The Company accounts for revenue contracts with customers by applying the requirements of ASC 606, Revenue from Contracts with Customers, which includes the following five steps:

~~Level~~i. ~~2—Significant~~Identification ~~other~~of ~~observable~~the ~~inputs~~contract ~~that~~with ~~can~~a becustomer. ~~corroborated~~ii. byIdentification ~~observable~~of ~~market~~the ~~data;~~performance ~~and~~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.

~~Level~~When ~~3—Significant~~a ~~unobservable~~customer ~~inputs~~purchases a 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 the product sold at that ~~cannot~~time. beAccordingly, ~~corroborated~~the bycustomer ~~observable~~has ~~market~~control ~~data~~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~~13 ~~Company~~Table ~~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.Contents

~~Revenue~~The ~~Recognition~~Company generates revenues from a diversified mix of e-commerce activities with the majority of revenue earned through e-commerce direct sales 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 three months ended September 30, 2023, the Company’s direct to consumer sales of products accounted for 60% of total revenue.

~~Revenue~~In isaddition, ~~recognized~~the ~~when~~Company arecords ~~customer~~revenue ~~obtains~~from ~~control~~the sale of ~~promised~~memberships ~~goods~~to orthe ~~services,~~Chopra App. Revenues from the membership are collected in anadvance ~~amount~~and ~~that~~recognized ~~reflects~~over the ~~consideration~~term ~~which~~of the ~~entity~~membership. Finally, ~~expects~~the toCompany ~~receive~~records net revenue in ~~exchange~~the ~~for~~form ~~those~~of ~~goods~~commissions orwith ~~services.~~respect ~~The~~to ~~Company~~sales ~~accounts~~of attendance at its wellness retreats at various US based locations. Revenue for ~~revenue~~wellness ~~contracts~~retreats ~~with~~is ~~customers~~deferred byupon ~~applying~~purchase and recognized at the ~~requirements~~time of ~~ASC~~the ~~606, Revenue~~event ~~from~~with ~~Contracts~~the ~~with~~transfer ~~Customers,~~of ~~which~~services ~~includes~~to the ~~following five steps:~~customer.

i.The ~~Identification~~Company ofrecords revenues from the ~~contract~~sales ~~with~~on a ~~customer.~~“gross” ~~ii.~~basis ~~Identification~~pursuant ofto ASC 606-10 Revenue Recognition – Revenue from Contracts with Customers, when the ~~performance~~Company ~~obligations~~controls inthe specified good before it is transferred to the ~~contract.~~end ~~iii.~~customer ~~Determination~~and ofhave the ~~transaction~~risks ~~price.~~and ~~iv.~~rewards ~~Allocation~~as ofprincipal in the transaction, ~~price~~such toas responsibility for fulfillment, retaining the ~~performance~~risk ~~obligations~~for incollection, and establishing the ~~contract.~~price vof the products. ~~Recognition~~If these indicators have not been met, or if indicators of net revenue asreporting specified in ASC 606-10 are present in the ~~entity~~arrangement, ~~satisfies~~revenue ais ~~performance~~recognized ~~obligation~~net of related direct costs.

~~F-10~~Cost ~~Table~~ of ~~Contents~~Revenue

~~The~~Cost ~~Healing~~of ~~Company~~revenue ~~Inc~~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.

~~Notes~~Product ~~to the Unaudited Condensed Consolidated Financial Statements~~Warranties

~~March~~The 31Company’s provision for estimated future warranty costs is based upon the historical relationship of warranty claims to sales. Based upon historical sales trends and warranties, it has been concluded that no warranty liability is required as of September 30, 2023 and June 30, 2023. To date, product allowance and returns have been minimal and, based on experience, the Company believes that product returns will continue to be minimal.

~~When~~Shipping ~~a customer purchases product from the Company, ownership of the product transfers to them at the point of shipment~~ and ~~the~~Logistics 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.Expenses

~~Sales~~Shipping and logistics expenses consist primarily of costs incurred to ship products to the customer. If shipping and handling activities are ~~recorded~~performed ~~net~~after the customer obtains control of ~~returns,~~the ~~discounts~~good, then an entity may elect to account for shipping and ~~any~~handling ~~taxes~~as ~~collected~~fulfillment ~~from~~activities ~~customers~~and not promised services that require further evaluation under ASC 606. If the entity elects this accounting policy, the costs related to the shipping and ~~remitted~~handling activities should be accrued when the entity recognizes revenue for the related promised goods. In addition, if this accounting policy is elected, the entity must apply it consistently to ~~government~~similar ~~authorities~~transactions and provide the accounting policy disclosures required by ASC 235.

The Company ~~generates~~has ~~its~~elected ~~revenues~~to ~~from~~record ashipping ~~diversified~~and ahandling ~~mix~~activities ofperformed ~~e-commerce~~after ~~activities~~the ~~with~~customer ~~the~~obtains ~~majority~~control of the ~~revenue~~product ~~earned~~as ~~thru~~fulfillment ~~e-commerce~~costs. These ~~with~~expenses ~~sales~~are ~~direct~~presented toas ~~consumer.~~operating expenses in the accompanying consolidated statements of operations and comprehensive loss.

~~The~~Business 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. Segments

InThe ~~addition,~~Company uses the ~~Company~~“management ~~records~~approach” ~~revenue~~to ~~from~~identify ~~the~~its ~~sale~~reportable ofsegments. ~~memberships~~The tomanagement ~~the~~approach ~~Chopra~~designates ~~Wellbeing~~the ~~and~~internal ~~Meditation~~organization ~~App. Revenues~~used ~~from~~by ~~the~~management ~~membership~~for ~~are~~making ~~collected~~operating indecisions ~~advance~~ and ~~recognized~~assessing ~~over~~performance as the ~~term~~basis offor identifying the ~~membership~~Company’s reportable segments. ~~Finally~~ Using the management approach, the Company ~~records~~determined ~~net~~that ~~revenue~~it inhas ~~the~~three ~~form~~operating ofsegments: ~~commissions~~Ecommerce ~~with~~sales ~~respect~~of towellness products, sales of ~~attendance~~memberships atto ~~its~~the ~~wellness~~Chopra ~~retreats~~App atand ~~various~~operation USof ~~based~~its ~~locations.~~wellness focused retreats.

~~The~~Commitments 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.Contingencies

~~Cost~~The Company accounts for contingencies in accordance with ASC 450-20, Contingencies. Certain conditions may exist as of ~~Revenue~~the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

~~Cost~~14 ofTable ~~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.Contents

~~Product~~If ~~Warranties~~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.

~~The~~Loss ~~Company’s~~contingencies ~~provision~~considered ~~for~~remote ~~estimated~~are ~~future~~generally ~~warranty~~not ~~costs~~disclosed isunless ~~based~~they ~~upon~~involve ~~historical~~guarantees, ~~relationship~~in ofwhich ~~warranty~~case ~~claims~~the toguarantees ~~sales~~would be disclosed. ~~Based~~Management ~~upon~~does ~~historical~~not ~~sales~~believe, ~~trends~~based ~~and~~upon ~~warranties~~information ~~provided~~available byat ~~the~~this ~~Company’s,~~time ~~the~~that ~~Company~~these ~~has~~matters ~~concluded~~will ~~that~~have noa ~~warranty~~material ~~liability~~adverse iseffect ~~required~~on asthe ofCompany’s ~~March~~financial 31position, ~~2023~~results ~~and~~of ~~June~~operations ~~30,~~or ~~2022~~cash flows. ~~To date~~However, ~~product~~there ~~allowance~~is ~~and~~no ~~returns~~assurance ~~have~~that ~~been~~such ~~minimal~~matters ~~and,~~will ~~based~~not onmaterially ~~its~~and ~~experience,~~adversely affect the Company’s ~~believes~~business, ~~that~~financial ~~returns~~position, ofand ~~its~~results ~~products~~of ~~will~~operations ~~continue~~or tocash ~~be minimal~~flows.

~~Operating~~Recent ~~Expenses~~Accounting Pronouncements

~~Advertising~~The ~~and~~Company ~~Marketing~~has -implemented ~~The~~all ~~Company~~new ~~expenses~~accounting ~~advertising~~pronouncements ~~cost~~that asare ~~incurred. Advertising~~in ~~costs~~effect ~~amounted~~and tothat ~~$1.3~~may ~~million~~impact its consolidated financial statements and $0does ~~for~~not ~~the~~believe ~~nine-month~~that ~~periods~~there ~~ended~~are ~~March~~any ~~31,~~other ~~2023,~~new ~~and~~accounting ~~2022,~~pronouncements ~~respectively~~that have been issued that might have a material impact on its financial position or results of operations.

~~Shipping~~NOTE 3. ~~and~~ACQUISITIONS ~~Logistics - Shipping and logistics expenses consist primarily of costs incurred to ship products to the customer.~~

~~ASC~~Acquisition ~~606-10-25-18B~~ – Assets of Chopra Global, LLC

IfOn ~~shipping~~March ~~and~~3, ~~handling activities are performed after a customer obtains control of the good~~2023, ~~then~~ the ~~entity~~Company ~~may~~and ~~elect~~Chopra toHLCO ~~account~~LLC, ~~for~~entered ~~shipping~~into and ~~handling~~consummated ~~as activities to fulfill~~ the ~~promise~~Purchase toAgreement ~~transfer~~with the ~~good.~~Seller, ~~The~~and ~~entity~~solely ~~shall~~with ~~apply~~respect ~~this~~to ~~accounting~~certain ~~policy~~specified ~~election~~indemnification ~~consistently~~provisions ~~to similar types~~ of ~~transactions.~~the AnPurchase ~~entity~~Agreement, ~~that~~Deepak ~~makes~~Chopra, ~~this~~to ~~election~~acquire ~~would~~the ~~not~~Purchased ~~evaluate~~Assets ~~whether shipping~~ and ~~handling~~certain ~~activities~~liabilities ~~are~~related ~~promised services~~ to ~~its~~the ~~customers.~~Seller’s Ifbusiness ~~revenue~~activities isinvolving ~~recognized for~~ the ~~related~~Chopra ~~good~~Business. ~~before~~Following the ~~shipping~~closing ~~and~~of ~~handling~~the ~~activities occur~~Acquisition, the ~~related~~Purchased ~~costs~~Assets ofare ~~those~~held ~~shipping~~by, and ~~handling activities shall be accrued. An entity that applies this accounting policy election shall comply with~~ the ~~accounting~~Chopra ~~policy~~Business ~~disclosure~~is ~~requirements~~operated ~~in paragraphs 235-10-50-1~~ through, ~~50-6~~Chopra HLCO.

F-The aggregate consideration paid and payable by the Buyer for the Purchased Assets is the Purchase Price of up to $5,000 in cash plus newly issued shares of the Company’s Common Stock. In total, the initial cash purchase amount consists of $3,500 in cash, of which the Company has $2,500 as of March 31, 2023 and $1,000 in April 2023, and issued 1,400,000 shares of the Company’s unregistered, restricted common stock issued. Additionally, up to three earnout payments of $1,000 in value each (the “Earnout Payments”) may be paid to the 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 the Buyer) exceeds $5,900; (ii) for the calendar year ending December 31, 2024 if such net revenue exceeds $11,000; ~~Table~~and (iii) for the calendar year ending December 31, 2025 if such net revenue exceeds $15,000. The Earnout Shares will be valued at the market price at the time of ~~Contents~~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 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 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 of the Acquisition (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 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~~15 ~~Healing~~Table ~~Company~~of ~~Inc.~~Contents

~~Notes~~The toCompany’s acquisition of the ~~Unaudited~~operating ~~Condensed~~assets ~~Consolidated~~of ~~Financial~~the ~~Statements~~Chopra Business is being accounted for as a business combination. 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:

~~March~~(Dollars ~~31,~~in ~~2023~~ thousands)

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.

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

~~General~~As ~~and~~of ~~administrative~~September -30, ~~General~~2023, ~~and~~a ~~administrative~~total ~~consists~~ of ~~salaries~~$3,500 in ~~for~~cash ~~employees,~~consideration ~~commissions~~was ~~and~~paid. The ~~bonuses,~~following ~~consulting~~is ~~fees,~~a ~~employee~~summary ~~benefit~~of ~~costs,~~the ~~stock-based~~estimated ~~compensation,~~fair ~~bank~~values ~~processing~~of ~~fees,~~the ~~donations,~~assets ~~travel~~acquired and ~~rent.~~liabilities assumed and additional information regarding the intangible assets acquired:

~~Stock-Based~~(Dollars ~~Compensation~~in thousands)

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.

Tangible assets acquired:
Cash	$	289
Inventory		216
Prepaid expenses and other assets		345
Total assets acquired		850

Assumed liabilities
Contract liabilities		(2,195	)
Total liabilities assumed		(2,195	)
Net tangible assets/(liabilities)		(1,345	)

Business Segments

Total liabilities acquired		(1,345	)
Goodwill		5,055

Total Net asset acquired	$	3,710

~~The~~As of September 30, 2023, no impairment of the Company’s ~~uses~~goodwill was required. The purchase accounting for the “acquisition remains incomplete as management ~~approach”~~continues to ~~identify~~gather ~~its~~and ~~reportable~~evaluate ~~segments~~information about circumstances that existed as of the acquisition date. ~~The~~Under ~~management~~the ~~approach~~purchase ~~designates~~method of accounting, the ~~internal~~total ~~organization~~estimated ~~used~~purchase byprice ~~management~~as ~~for~~shown ~~making~~in ~~operating~~the ~~decisions~~table above is net tangible and ~~assessing~~intangible ~~performance~~assets and liabilities based on their estimated fair values as of the ~~basis~~date ~~for~~of ~~identifying~~the acquisition. The pro forma adjustments included herein have been derived from the ~~Company’s~~preliminary ~~reportable~~allocation ~~segments~~of the total estimated purchase price and may be revised as additional information becomes available and as additional analyses are performed. ~~Using~~The ~~the~~final ~~management~~allocation ~~approach,~~of the ~~Company~~purchase price will be determined ~~that~~after itcompletion ~~has~~of ~~three~~a ~~operating~~final ~~segments:~~analysis ~~Ecommerce~~to ~~sales~~determine the fair values of ~~wellness~~the ~~products~~tangible assets, ~~sales~~identifiable intangible assets, and liabilities as of ~~memberships~~the acquisition. Accordingly, the final purchase accounting adjustments may be materially different from the pro forma adjustments presented in this document. Increases or decreases in the fair value of the net assets may change the amount of the purchase price allocated to ~~its~~goodwill ~~wellness~~and ~~app~~other assets and ~~operation~~liabilities. ofMeasurement ~~its~~period ~~wellness~~adjustments ~~focused~~will ~~retreats~~be recognized prospectively. The measurement period is not to exceed 12 months from the respective dates of acquisition.

~~Commitments~~Acquisition ~~and~~- ~~Contingencies~~Assets of Your Super, Inc.

~~The~~On ~~Company~~September ~~follows the ASC 450-20~~9, ~~Commitments to~~ ~~report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued~~2022, ~~which may result in a loss to~~ the Company ~~but~~acquired ~~which~~from ~~will~~CircleUp, ~~only~~for becash ~~resolved~~consideration ~~when~~of ~~one or more future events occur or fail to occur. The Company assesses such contingent liabilities~~$2,000 and 1,500,000 common ~~such~~stock ~~assessment~~purchase ~~inherently~~warrants ~~involves~~with an exercise price of ~~judgment~~$2.00 per Inshare ~~assessing~~and ~~loss~~a ~~contingencies~~term ~~related~~of toseven ~~legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings~~years, ~~the~~all ~~Company evaluates the perceived merits~~ of ~~any~~CircleUp’s ~~legal~~rights ~~proceedings~~and orinterests ~~un-asserted claims as well as the perceived merits~~ of ~~the~~all ~~amount~~loans ofand ~~relief~~loan ~~sought~~accommodations ormade ~~expected~~ to beYour ~~sought~~Super ~~therein~~Company.

IfOn ~~the~~September ~~assessment~~30, of2022, athe ~~contingency~~Company ~~indicates~~entered ~~that~~into itan isasset ~~probable~~purchase ~~that~~agreement a(the ~~material~~“YS ~~loss~~Asset ~~has~~Purchase ~~been~~Agreement”) ~~incurred~~with ~~and~~Your ~~the~~Super, ~~amount~~Inc. of(“YS”), ~~the~~to ~~liability~~acquire ~~can~~all beof ~~estimated, then~~ the ~~estimated~~rights, ~~liability~~title ~~would~~and beinterests ~~accrued~~ in ~~the~~and ~~Company’s~~to ~~consolidated~~substantially ~~financial~~all ~~statements.~~of If the ~~assessment~~assets ~~indicates~~owned ~~that~~by aYS ~~potentially~~used ~~material~~in ~~loss~~connection ~~contingency~~with ~~is not probable but is reasonably possible, or is probable but cannot be estimated, then~~ the ~~nature~~business of ~~the~~YS. ~~contingent~~The ~~liability,~~Closing ~~and~~took anplace ~~estimate~~on ofOctober ~~the range of possible losses~~13, ~~if determinable and material, would be disclosed~~2022.

~~Loss~~Consideration ~~contingencies~~for ~~considered~~the ~~remote~~assets ~~are~~of ~~generally~~YS ~~not~~was ~~disclosed~~comprised ~~unless~~of ~~they~~forgiveness ~~involve~~of ~~guarantees, in which case~~ the ~~guarantees~~Loan ~~would~~Obligation beand ~~disclosed.~~$8,000 ~~Management~~paid ~~does~~in ~~not believe~~3,200,000 ~~based~~shares ~~upon~~of ~~information available at this time that these matters will have a material adverse effect on the~~ Company’s ~~financial~~Common ~~position,~~Stock ~~results~~valued ofat ~~operations or cash flows~~$2.50 ~~However,~~per ~~there is no assurance that such matters will not materially and adversely affect the Company’s business~~share, ~~financial~~subject ~~position,~~to ~~and~~lockup ~~results of operations or cash flows~~provisions.

~~Income~~16 ~~and~~Table ~~Other~~of ~~Taxes~~Contents

~~Income~~The ~~taxes~~Company’s ~~are~~acquisition accounted for using the asset and liability method in accordance with ASC 740, Income Taxes (“ASC 740”), and in accordance with taxation principles currently effective in the United States and Germany, which requires the recognition of ~~deferred tax assets and liabilities for~~ the ~~expected~~operating ~~future tax consequences of events that have been included in the financial statements. Under this method, deferred tax~~ assets ~~and liabilities are determined based on the differences between the financial statements and tax basis~~ of ~~assets~~YS ~~and~~is ~~liabilities~~being ~~using~~accounted ~~enacted tax rates in effect~~ for ~~the~~as ~~year in which the differences are expected to reverse. The effect of~~ a ~~change~~business incombination ~~tax rates on deferred tax assets~~ and ~~liabilities is recognized in income in~~ the ~~period~~Company ~~that~~treated ~~includes~~as ~~the~~one ~~enactment~~acquisition ~~date~~transaction.

~~F-12~~To ~~Table~~perform the purchase price allocation, the tangible and intangible assets were valued as of ~~Contents~~September 30, 2022. The following is a summary of the estimated fair values of acquisition costs at the date of September 30, 2022:

~~The~~(Dollars ~~Healing~~in ~~Company Inc.~~thousands)

Notes to the Unaudited Condensed Consolidated Financial Statements

Consideration Paid – Fair Value
Debt acquisition costs – Cash			$	2,000
Debt acquisition cost -1,500,000 common stock purchase warrants				34
Stock issued:
Number of Shares:		3,200,000
Value per share	$	0.15
Total stock fair value				480
Total consideration			$	2,514

~~March~~The 31following 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, ~~2023~~ 2022:

~~The~~(Dollars 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.~~thousands)

Net Loss per Common Share

Tangible assets acquired:
Cash	$	363
Inventory		4,953
Accounts receivable		422
Prepaid expenses and other assets		836
Property and equipment		78
Security deposits		63
Deferred income taxes		45
Total assets acquired		6,760

Assumed liabilities
Accounts payable and accrued liabilities		(7,814	)
Contract liabilities		(259	)
Income tax payable		(41	)
Total liabilities assumed		(8,114	)
Net tangible assets/liabilities		(1,354	)
Goodwill		3,868

Total Net asset acquired	$	2,514

The ~~Company~~purchase ~~computes~~accounting ~~net~~for ~~income~~the ~~(loss)~~acquisition ~~per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation~~ of ~~both~~Your ~~basic~~Super ~~and~~was ~~diluted~~concluded ~~earnings~~as ~~per share (“EPS”) on the face~~ of ~~the~~June ~~income~~30, ~~statement~~2023. As ~~Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number~~ of ~~shares~~June ~~outstanding~~30, ~~(denominator)~~2023, ~~during~~ the ~~period.~~Company ~~Diluted~~determined ~~EPS~~that ~~gives~~goodwill ~~effect~~was tofully ~~all~~impaired ~~dilutive potential common shares outstanding during the period using the treasury stock method~~ and ~~convertible~~recorded ~~preferred~~impairment ~~stock~~charges ~~using the if-converted method. In computing diluted EPS~~$3, ~~the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants~~868. ~~Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.~~

~~The~~Following ~~table~~are ~~below~~the ~~reflects~~supplemental consolidated financial results of the ~~potentially~~Company, ~~dilutive~~Your ~~securities~~Superfoods, atInc., Your Superfoods BV and Your Superfoods GmbH and the ~~end~~assets of ~~each~~Chopra ~~reporting~~Global ~~period~~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):

	March 31,2023			June 30,2022
	Three Months Ended September 30,
Seed Preferred stock (Convertible to Common stock 1:1)		4,885,000			4,660,000
	2023			2022
Seed Preferred warrants (Convertible to Common stock 1:1)		1,560,148			-
Revenue	$	2,614		$	2,635
Common stock warrants		1,650,000			-
Net income (loss)	$	(803	)	$	(467	)
Stock options		3,391,250			3,166,250
Weighted average number of common shares used in per share calculations		57,387,420			44,125,572
Total		11,486,398			7,826,250
Basic and Diluted Loss Per Common Share	$	(0.01	)	$	(0.01	)

~~Recent~~17 ~~Accounting~~Table Pronouncements – The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of ~~operations.~~Contents

NOTE 3 –4. ~~ACQUISITIONS~~PROPERTY AND EQUIPMENT

~~Acquisition~~Property –and ~~Assets~~equipment consist of ~~Chopra~~the ~~Global, LLC~~ following:

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.

(Dollars in thousands)	September 30, 2023			June 30, 2023
Computer equipment	$	299		$	232
Furniture and fixtures		25			25
		324			257
Less: accumulated depreciation		(231	)		(220	)
Property and equipment, net	$	93		$	37

~~F-13~~Depreciation ~~Table~~expense for the three months ended September 30, 2023 and 2022 was $11 and $0, respectively, and is included within general and administrative expense on the consolidated statements of ~~Contents~~operations and comprehensive loss. There are no assets held under capital leases.

~~The~~NOTE ~~Healing Company Inc~~5. REVENUE

~~Notes~~Disaggregation toof ~~the Unaudited Condensed Consolidated Financial Statements~~Revenue

~~March~~The 31following table presents the Company’s revenue for the three months ended September 30, 2023 from contracts with customers, disaggregated by Company location and sales channel:

~~The~~Revenue ~~consideration paid and payable~~ by ~~Buyer~~Geographical 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.location:

The Company’s acquisition of the operating assets of Chopra Global is being accounted for as a business combination.

(Dollars in thousands)	September 30, 2023

US	$	2,431
Europe		660
Total	$	3,091

InRevenue ~~order~~by toproduct ~~perform~~sales ~~the purchase price allocation, the tangible and intangible assets were valued as of March 1, 2023.~~channel:

The following is a summary of the estimated fair values of acquisition costs at the date of March 1, 2023:

(Dollars in thousands)	September 30, 2023
Direct to Consumer	$	1,841
Amazon		262
Wholesale		122
Retreat/licensing		152
Digital		714
Total	$	3,091

~~(Dollars~~For inthe ~~thousands)~~three months ended September 30, 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. There was no revenue for the three months ended September 30, 2022.

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

Table of Contents

OnContract ~~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.~~ Liabilities

The ~~following~~deferred isrevenue abalances ~~summary~~were ofas ~~the estimated fair values of the assets acquired and liabilities assumed and additional information regarding the intangible assets acquired~~follows:

(Dollars in thousands)

(Dollars in thousands)	Three Months Ended September 30, 2023
Deferred revenue, June 30, 2023	$	2,343
Decrease in reward liabilities over the period, net ^(a)		(12	)
Decrease in deferred revenue over the period, net ^(b)(c)		(242	)
Deferred revenue, September 30, 2023	$	2,088

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	)

	(a)	The Company records a liability for outstanding loyalty points earned by customers. As of September 30, 2023 and June 30, 2023, the liability for outstanding loyalty was approximately $259 and $271, 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 September 30, 2023 and June 30, 2023, the liabilities for unearned revenue totaled $1,792 and $2,065, respectively, and is included in contract liabilities in the accompanying consolidated balance sheets.

	(c)	As of September 30, 2023 and June 30, 2023, liabilities for unearned product sales totaled $37 and $7, respectively.

Total liabilities acquired		(1,316	)
Goodwill		5,026
Total Net asset acquired	$	3,710

Sales Returns Reserve

FThe Company offers a 30-14day ~~Table~~satisfaction ofguarantee ~~Contents~~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 ~~Healing~~reserve ~~Company~~was ~~Inc~~approximately $14 and $28 as of September 30, 2023 and June 30, 2023, respectively, and is included in other current liabilities in the accompanying consolidated balance sheets. The Company’s sales returns reserve was comprised of the following:

Notes to the Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands)	Three Months Ended September 30, 2023
Balance as of June 30, 2023	$	28
Charges to Costs and Expenses		15
Deductions		(29	)
Balance as of September 30, 2023	$	14

~~March~~NOTE 316. ACCOUNTS RECEIVABLE, ~~2023~~ NET

AsAccount ofreceivable ~~March~~consisted ~~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. following:

Acquisition - Assets of Your Super, Inc.

Dollars in thousands)	September 30, 2023			June 30, 2023
Accounts receivable	$	326		$	270
Less: allowance for doubtful accounts		(104	)		(109	)
Total	$	222		$	161

On19 ~~September~~Table ~~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.Contents

OnAllowance ~~September~~for ~~30,~~Doubtful 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.Accounts

The ~~aggregate~~Company’s ~~purchase~~allowance ~~price~~ for ~~the~~doubtful ~~ownership~~accounts, ~~interests~~based ofon YShistorical asbad ~~stated~~debts, inwas ~~the~~approximately YS$104 ~~Asset~~and ~~Purchase~~$110 as ~~Agreement~~of isSeptember as30, ~~follows:~~2023 and June 30, 2023, respectively.

*The InCompany’s ~~consideration~~allowance for ~~the~~doubtful ~~sale,~~accounts ~~assignment~~was ~~and~~comprised ~~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.following:

* 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.

(Dollars in thousands)	Three Months Ended September 30, 2023
Balance, June 30, 2023	$	109
Charges to Costs and Expenses		-
Deductions		(5	)
Balance as of September 30, 2023	$	104

~~The~~NOTE ~~Company’s acquisition of the operating assets of Your Super Inc~~7. ~~is being accounted for as a business combination as the Company treated the two transactions are being combined as the acquisition.~~INVENTORY

InThe ~~order~~following totable ~~perform~~presents the ~~purchase~~detail ~~price allocation, the tangible and intangible assets were valued as~~ of ~~September 30, 2022.~~inventory:

The following is a summary of the estimated fair values of acquisition costs at the date of September 30, 2022:

(Dollars in thousands)	September 30, 2023			June 30, 2023
Raw material	$	2,535		$	3,043
Work-in-process		208			201
Finished goods		694			745
Inventory reserve		(1,428	)		(1,308	)
Total	$	2,009		$	2,681

~~(Dollars~~NOTE in8. ~~thousands)~~ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

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

Accounts payable and accrued liabilities consist of the following:

F-15 Table of Contents

(Dollars in thousands)	September 30, 2023		June 30, 2023
Accounts payable	$	4,052	$	4,387
Accrued payroll and related liabilities		9		97
Accrual of estimated tax related expense		-		437
Accrued expenses including accruals for professional fees, marketing costs, advertising, shipping and logistics		1,225		814
Accrued interest expenses		90		100
Other accrued liabilities including sales tax and returns		41		10
Total accounts payable and accrued liabilities	$	5,417	$	5,845

~~The~~NOTE ~~Healing~~9. ~~Company~~LOAN ~~Inc.~~PAYABLE

~~Notes~~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 ~~Unaudited~~Company ~~Condensed~~consisting ~~Consolidated~~of ~~Financial~~up ~~Statements~~to $150,000 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.

~~March~~Term 31Loans anticipated to be funded under the Credit Agreement will be in a minimum principal amount of at least $400, ~~2023~~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 $563 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 $13. 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 $50,000.

~~The~~20 ~~following~~Table ~~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:~~Contents

~~(Dollars~~The inCompany ~~thousands)~~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.

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	)

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 (See Note 13 - Warrants).

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

On October 27, 2022, the Company was funded $3,000 under the Term Loan. As of September 30, 2023, the Company drew down an additional $1,873 under the Term Loan facility. During the three months ended September 30, 2023, the Company paid $12,500 in administrative fees and $260 as interest in respect to the outstanding loan balance and daily interest on undrawn funds.

As of ~~March~~September 3120, 2023, nowe ~~impairment~~were out of compliance for the ~~Company’s~~month ~~goodwill,~~ended ~~nor~~August ~~other~~31, ~~intangibles~~2023 with ana ~~indefinite~~financial ~~life~~covenant ~~was~~in ~~required~~our credit agreement requiring us to maintain at least $2,000 in unrestricted and unencumbered cash. ~~The~~Additionally, ~~purchase~~as ~~accounting~~of September 30, 2023, our monthly EBITDA for ~~the~~Your ~~acquisition~~Super ~~remains~~was ~~incomplete~~less asthan ~~management~~$75 ~~continues~~which, tounder ~~gather~~our ~~and~~credit ~~evaluate~~agreement, ~~information~~resulted ~~about~~in ~~circumstances~~a ~~that~~borrowing ~~existed~~base asdeficiency ofwith respect to the ~~acquisition~~Your ~~date~~Super acquisition. These ~~Measurement~~two ~~period~~defaults ~~adjustments~~entitled ~~will~~our belenders, ~~recognized~~upon ~~prospectively.~~notice ~~The~~to ~~measurement~~us, ~~period~~to istake action to enforce their rights against us including, but not limited to, ~~exceed~~demanding 12immediate ~~months~~payment ~~from~~of their outstanding loans to us in the ~~respective~~principal ~~dates~~amount of ~~acquisition~~$4,873, as of September 30, 2023, and enforcing their liens on our Your Super and Chopra operating assets.

~~Following~~On ~~are~~October ~~the~~12, ~~supplemental~~2023, ~~consolidated~~we ~~financial~~entered ~~results~~into ofa limited waiver to the ~~Company~~credit agreement with our lenders, ~~Your~~waiving the ~~Superfoods~~two breaches referenced above provided that (i) we regain compliance with our cash covenant referenced above no later than, ~~Inc.~~and remain compliant after, ~~Your~~November ~~Superfoods~~30, BV2023, and ~~Your~~(ii) ~~Superfoods~~we ~~GmbH~~deposit $150 into a special reserve collection account on behalf of the secured lenders prior to the earlier to occur of (x) November 30, 2023 and (y) the ~~assets~~closing of ~~Chopra~~a ~~Global~~sale onof our equity in an ~~unaudited~~amount ~~pro~~of ~~forma~~not ~~basis,~~less asthan if$2,000. ~~the~~Our ~~acquisitions~~failure ~~had~~to ~~been~~comply ~~consummated~~with aseither of ~~the~~these ~~beginning~~two new covenants will constitute an event of default under the ~~fiscal~~credit ~~year~~agreement ~~2022~~entitling ~~(i.e.~~our secured lenders to pursue all rights and remedies against us under the credit agreement, ~~July~~including 1acceleration of our loans, ~~2021):~~foreclosure and collection actions.

	Three months endedMarch 31,						Nine months endedMarch 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	)

NOTE 10. RELATED PARTY TRANSACTIONS

~~F-16~~WAOW ~~Table~~Group of ~~Contents~~Companies

~~The~~In ~~Healing~~November 2021, as amended May 22, 2022 WAOW Entrepreneurship GmbH (“WAOW”) entered into a subscription agreement with the Company ~~Inc~~whereunder they agreed to purchase 2,140,000 unregistered shares of Seed Preferred stock at $2.00 per share for total proceeds of $4,280. During the year ended June 30, 2022 and through June 30, 2023, the Company received cumulative cash proceeds of $3,950 in respect to the aforementioned subscription and issued 1,975,000 shares of seed preferred stock. A total of $330 remains receivable with respect to the remaining 165,000 shares subscribed as of September 30, 2023.

~~Notes~~On March 10, 2022, the Company acquired NOEO (See Note 3). At the date of the acquisition, WAOW had outstanding loans with NOEO with a remaining principal balance of EUR140. During the year ended June 30, 2022, WAOW advanced an additional EUR18,000 to NOEO. At September 30, 2023, the loan ~~Unaudited~~had ~~Condensed~~a ~~Consolidated~~balance ~~Financial~~outstanding ~~Statements~~of $167 (EUR158) which is unsecured and accrues interest at 5% per annum, and matured on December 31, 2022. As of September 30, 2023, the loan remained in default and the Company and WAOW are currently negotiating terms of settlement.

~~March~~Accrued 31and unpaid interest at September 30, 2023 totaled $16 (EUR15), which is reflected in accounts payable – related party on the balance sheet.

~~Acquisition~~Steven ~~NOEO~~Bartlett, ~~GmBH~~Former Director (Flight Story Limited)

On ~~March~~January 10, 2022, as amended September 1, 2022, the Company ~~closed~~ entered into a ~~Share~~services ~~Purchase~~agreement ~~Agreement~~with ~~pursuant~~Flight toStory ~~which~~Limited we(“FSL”), ~~acquired 100%~~a ofcompany ~~the~~controlled ~~issued~~by ~~and~~Mr. ~~outstanding~~Bartlett, ~~capital~~a ~~stock~~former Director of ~~NOEO~~the ~~GmBH~~Company, awhereby ~~German~~FSL ~~corporation,~~is ~~controlled~~providing byvarious aservices ~~member~~to ofthe ~~our~~Company. Under ~~board~~the terms of ~~directors~~the agreement, ~~for~~as ~~total~~amended, ~~consideration~~FSL ~~of $28,290 (EUR25,000),~~is paid on$30 per ~~closing~~month. ~~NOEO~~Further, FSL has ~~established~~been agranted ~~series~~non-statutory ofstock ~~wellness~~options ~~products, sold direct-~~to~~-consumer~~ ~~focusing~~purchase ona ~~adaptogenic~~total ~~herbs~~of 1,000,000 shares ~~and~~of the ~~marketing~~Company’s ofCommon ~~three~~Stock ~~key~~of ~~products~~ which options ~~include~~to ~~joint~~purchase 300,000 shares ~~memory~~vested ~~and~~on ~~digestive~~January ~~complexes~~10, ~~taken~~2023, ~~orally~~and ~~derived~~options ~~from~~to ~~functional~~purchase ~~mushrooms.~~an ~~The~~additional ~~acquisition~~700,000 isshares vest in ~~line~~accordance with certain performance-based terms. During the ~~Company’s~~year ~~current~~ended ~~mandate~~June of30, ~~acquiring~~2023, ~~operating~~FSL ~~wellness-focused~~exercised ~~businesses. On~~fully ~~closing,~~vested stock options for the ~~shares~~acquisition of ~~NOEO~~a ~~were~~total ~~transferred~~of to300,000 shares of the Company’s ~~and~~Common ~~NOEO~~Stock ~~became~~for acash ~~wholly~~consideration ~~owned~~of ~~subsidiary~~$3, ofor ~~the~~$0.001 ~~Company~~per share.

~~The~~21 ~~following~~Table ~~table~~of ~~sets forth the net assets on acquisition date:~~Contents

~~(Dollars~~During the three months ended September 30, 2023, under the terms of the amended contract, FSL was paid $57, with an additional $44 accrued and unpaid at September 30, 2023 for services rendered. In addition, R Agency, a marketing company also controlled by Mr. Bartlett, was paid $15,750 during the three months ended September 30, 2023, with a total of $120 accrued and unpaid as of September 30, 2023 for services rendered. Director fees of $9 due to Mr. Bartlett as of September 30, 2023 are included in ~~thousands)~~accounts payable – related party on the balance sheet. Mr. Barlett resigned from the Board effective October 2, 2023.

	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

Anabel Oelmann, Director (Trinity Holdings GmbH)

~~The~~On March 10, 2022, the Company entered into and closed a share purchase ~~accounting~~agreement ~~for~~with Anabel Oelmann pursuant to which the ~~acquisition~~Company acquired 100% of ~~NOEO~~the ~~was~~issued ~~concluded~~and asoutstanding capital stock of ~~June~~NOEO 30GmbH, ~~2022.~~a OnGerman ~~June~~company 30(“NOEO”), ~~2022,~~involved ~~the~~in ~~impairment~~direct-to-consumer ~~tests~~brand ~~carried~~focusing ~~out~~on byadaptogenic ~~management~~herbs ~~indicated~~and ~~that~~currently ~~certain~~focused ~~intangible~~on ~~assets~~three ~~including trademarks,~~key ~~trade~~products ~~names,~~which ~~brand~~include ~~recognition~~joint, memory and ~~ecommerce~~digestive ~~websites were~~complexes ~~impaired~~derived from mushrooms, ~~and~~in exchange for cash consideration of EUR25 ($30). Ms. Oelmann is a director of the Company ~~recorded~~and awas ~~loss~~the onsole ~~impairment~~shareholder of ~~$138,000 (ref:~~NOEO. See Note 4).

~~NOTE~~At 4September –30, ~~INTANGIBLE~~2023, ~~ASSETS~~Ms. Oelmann, through her controlled corporate entity, Trinity Holdings GmbH, was owed advances totaling $3 (EUR3) by the Company’s wholly owned subsidiary, NOEO. In addition, at September 30, 2023, a total of $1 (EUR980) is included in accounts payable - related party, in respect to expense reimbursements owing to Ms. Oelmann.

~~The~~Ms. ~~following~~Oelmann’s ~~table~~spouse, ~~sets~~Wanja ~~forth~~Oberhof, is serving as the ~~details~~Company’s Interim Chief Executive Officer, and is a greater than 10% shareholder of ~~intangible~~the ~~assets~~Company atas ~~March~~the 31control person of Ingenious Investments AG and WAOW Entrepreneurship GmbH. During the three months ended September 30, 2023:, WAOW Entrepreneurship GmbH converted 1,975,000 Seed Preferred shares into 1,975,000 shares of Common Stock. See Note 11.

~~(Dollars~~Other amounts included in ~~thousands)~~Accounts Payable – related party

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

In addition to the amounts disclosed above, director fees payable to Kay Koplovitz and Ameeth Sankaran of $13 and $9, respectively, and consulting fees of $25 due to Justin Figgins, CFO, are included in accounts payable – related party on the Condensed Consolidated Balance Sheet.

~~F-17~~NOTE ~~Table~~11. ofSTOCKHOLDERS’ ~~Contents~~DEFICIT

~~The~~One ~~Healing~~April 29, 2021, the Company’s ~~Inc~~board of directors approved a forward stock split of authorized and issued and, outstanding shares of Common Stock on a four (4) new shares for one (1) share held basis. Upon effectiveness of the forward split, the authorized shares increased to 300,000,000 shares of Company 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.

~~Notes~~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 ~~Unaudited~~Company’s ~~Condensed~~board ~~Consolidated~~of ~~Financial~~directors ~~Statements~~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.

~~March~~In 31case of any voluntary or involuntary liquidation, ~~2023~~ 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.

~~NOTE~~22 5Table –of ~~PROPERTY AND EQUIPMENT~~Contents

~~Property~~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 ~~equipment~~Common ~~consist~~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 ~~following:~~terms of the Amended and Restated Articles of Incorporation immediately prior to such liquidation, dissolution or winding up of the Company.

(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		$	-

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.

~~Depreciation~~To ~~expense~~the ~~for~~fullest ~~the~~extent ~~periods~~permitted ~~ended~~under ~~March~~the ~~31,~~Nevada ~~2023~~Revised ~~was $31~~Statutes and isother ~~included~~applicable ~~within~~law, ~~general~~the ~~and~~holders ~~administrative~~of ~~expense~~Seed ~~within~~Preferred ~~the~~Shares ~~consolidated~~will ~~statements~~not ofbe ~~operations~~entitled ~~and~~to ~~comprehensive~~vote ~~loss.~~on ~~There~~any ~~are~~matter nosubmitted ~~assets~~to ~~held~~the ~~under~~stockholders ~~capital~~of ~~leases~~the Company for a vote.

~~NOTE~~Any 6of –the ~~REVENUE~~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.

~~Disaggregation~~Common ~~of Revenue~~Stock

~~The~~During ~~following~~the ~~table~~three ~~presents~~months ~~the~~ended ~~Company’s~~September ~~revenue~~30, ~~from~~2023, ~~acquisition dates to~~ the ~~period~~Company ~~ended~~received ~~March~~$350 in ~~31,~~cash ~~2023,~~proceeds from ~~contracts~~the ~~with~~purchase ~~customers~~of 175,000 shares ~~disaggregated~~of byCommon ~~Company~~Stock ~~location~~at ~~and~~$2.00 per ~~sales channel:~~share.

~~Revenue~~During bythe ~~Geographical~~three ~~location~~months ended September 30, 2023, the Company issued 1,975,000 shares of Common Stock upon conversion of 1,975,000 shares of Seed Preferred Stock.

(Dollars in thousands)	Acquisition DatesToMarch 31,2023
US	$	3,838
Europe		1,721
Total	$	5,559

During the three months ended September 30, 2023, the Company issued 125,000 shares of stock awards to a newly appointed member of the Board of Directors.

~~Revenue~~As byof ~~product~~September ~~sales~~30, ~~channel~~2023 and June 30, 2023 the Company had a total of 57,474,920 and 55,199,920 shares of Common Stock issued and outstanding, respectively.

(Dollars in thousands)	Acquisition DatesToMarch 31,2023
Direct to Consumer	$	3,280
Amazon		1,287
Wholesale		889
Retreat/licensing		88
Digital		15
Total	$	5,559

Seed Preferred Stock

~~From~~During the ~~acquisition~~fiscal ~~dates~~year toended ~~March~~June 3130, ~~2023~~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 ~~had~~to nosell ~~customers~~an ~~who~~aggregate ~~accounted~~of 5,000,000 Seed Preferred Shares at $2.00 per share for ~~greater~~proceeds ~~than~~of $10%,000. As of ~~total~~September ~~revenue.~~30, ~~The~~2023, the Company ~~primarily~~had ~~views~~received ~~its~~total ~~disaggregated~~proceeds ~~revenue~~of on$9,670 aand ~~geographic~~is ~~basis~~awaiting shortfall payments from one subscriber totaling $330.

~~F-18~~During ~~Table~~the three months ended September 30, 2023, 1,975,000 shares of ~~Contents~~Seed Preferred Stock were converted into 1,975,000 Common Shares.

~~The~~At ~~Healing~~September 30, 2023 and June 30, 2023, the Company ~~Inc~~had a total of 645,000 and 2,620,000 shares of Seed Preferred Stock issued and outstanding, respectively.

~~Notes~~NOTE to12. ~~the~~STOCK ~~Unaudited~~BASED ~~Condensed Consolidated Financial Statements~~COMPENSATION

~~March~~On 31June 10, ~~2023~~ 2022, the Company’s board of directors approved (i) The Healing Company Inc. 2022 Omnibus Equity Incentive Plan (the “2022 Plan”) and (ii) the granting, in general terms, of awards and options which were previously contractually agreed to be granted upon formal approval of the 2022 Plan (the “Awards”).

~~Contract~~Stock ~~Liabilities~~Options and Stock Awards:

During the three months ended September 30, 2023, the Company granted 125,000 shares of Restricted Stock Awards under its 2022 Plan. The ~~deferred~~Restricted ~~revenue~~Stock ~~balances~~Awards ~~were~~shall asvest ~~follows:~~over a two (2) year period following the Vesting Start Date of July 25, 2023 with 12.5% of the Restricted Stock vesting on each three (3) month anniversary of the Vesting Start Date.

(Dollars in thousands)
Deferred revenue, as of the acquisition dates, including reward liabilities of $965 (a) and prepaid membership, licensing and retreat fees of $2,257(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

Table of Contents

~~(a)~~ The ~~Company~~following ~~records~~table asummarizes ~~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’s ~~records~~stock aaward 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.activities:

Sales Returns Reserve

	Number of shares			Weighted Average Grant Date Fair Value Per Share		Weighted Average Remaining Recognition Period (Years)
Nonvested at June 30, 2022		2,881,250		$	3.75		1.66
Granted**		1,305,000		$	3.75		4.00
Vested**		(373,542	)	$	3.75		-
Forfeited		(1,745,000	)*	$	3.75		-
Nonvested at June 30, 2023		2,367,708		$	3.75		1.31
Granted		125,000		$	3.75		2.00
Vested		(131,250	)	$	3.75		-
Forfeited		-		$	-		-
Nonvested at September 30, 2023		2,061,458		$	3.75		1.11

~~The~~(*) ~~Company~~During ~~offers~~the ayear ended June 30~~-day~~, ~~satisfaction~~2023 ~~guarantee~~certain ~~and~~employees ~~sales~~entered ~~return~~into ~~refunds~~separation toagreements ~~its~~with ~~customers~~the onCompany whereunder concurrent with the effective date of the termination of their ~~first~~employment ~~order~~with orthe ~~first~~Company ~~subscription~~a ~~order.~~cumulative 1,745,000 restricted ~~The~~Common Stock awards were forfeited, returned to the Company, ~~records~~and acanceled. ~~liability~~As ~~for~~a ~~estimated~~result ~~sales~~of ~~return~~the ~~refunds~~forfeiture, ~~which~~the isCompany recorded $800 against previously expensed stock-based oncompensation ~~historical~~in ~~returns~~respect to earned and isforfeit ~~included~~stock ~~within~~awards ~~accrued~~and ~~expenses~~eliminated on$5,700 ~~the~~of ~~consolidated~~previously ~~balance~~deferred ~~sheet~~compensation expense.

~~The~~(**) ~~reserve~~Adjusted ~~amounted~~for toAmended ~~approximately~~and ~~$108~~Restated asRestricted ofStock ~~March~~Award 31Agreement with our interim Chief Financial Officer dated November 1, 2023, resulting in a decrease of 600,000 stock awards granted and isa ~~included~~decrease inof ~~other~~300,000 ~~current~~stock ~~liabilities~~awards invested ~~the~~as ~~accompanying~~of ~~consolidated~~June ~~balance~~30, ~~sheets~~2023.

The Company’s ~~sales~~recorded ~~returns~~$800 ~~reserve~~and ~~was~~$1,030 ~~comprised~~as ofstock-based compensation expense related to stock awards during the ~~following:~~three months ended September 30, 2023 and 2022, respectively. Deferred compensation expense associated with unvested stock awards is $7,030 as of September 30, 2023. The weighted average period over which these costs are expected to be recognized is approximately 1.22 years.

(Dollars in thousands)
Balance, the acquisition date	$	103
Charges to Costs and Expenses		5
Deductions		-
March 31, 2023		108

The following table summarizes the Company’s stock option activities:

NOTE 7 – ACCOUNTS RECEIVABLE, NET

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Term in Years		Aggregate Intrinsic Value
Outstanding at June 30, 2022		3,166,250		$	0.001		7.60	$	-
Granted		225,000			0.001		10.00		-
Exercised		(300,000	)		-		-		-
Cancelled		-			-		-		-
Outstanding at June 30, 2023		3,091,250		$	0.001		8.89	$	-
Granted		-			-		-		-
Exercised		-			-		-		-
Cancelled		-			-		-		-
Outstanding at September 30, 2023		3,091,250		$	0.001		7.48	$	-
Options exercisable at September 30, 2023		1,510,000		$	0.001		8.65	$	-

~~Account~~The ~~receivable~~stock ~~consisted~~options ofwere 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%.

(Dollars in thousands)	March 31,2023			June 30,2022
Accounts receivable	$	997		$	-
Less: allowance for doubtful accounts		(496	)		-
Total	$	501		$	-

Table of Contents

~~F-19~~The ~~Table~~Company recorded $310 and $800, respectively, as stock based compensation expense related to its stock options for the three months ended September 30, 2023 and 2022, respectively. Unamortized compensation expense associated with unvested stock options is $5,830 as of ~~Contents~~September 30, 2023. The weighted average period over which these costs are expected to be recognized is approximately 1.01 years.

~~The~~NOTE ~~Healing Company Inc~~13. WARRANTS

~~Notes~~Warrant to ~~the~~Purchase ~~Unaudited~~Seed ~~Condensed~~Preferred ~~Consolidated Financial Statements~~Stock

~~March~~On 31August 4, 2022, in accordance with a credit facility (See Note 9) 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 $3,000 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 $4,100 as financing costs, included in professional and consulting fees, during the year ended June 30, 2023. There were no financing costs for the three months ended September 30, 2023.

~~Allowance~~Warrants ~~for~~to ~~Doubtful~~purchase ~~Accounts~~Seed Preferred Stock transactions are summarized as follows:

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.

	Number of shares		Weighted Average Exercise Price ($)		Weighted Average Remaining Recognition Period (Years)
Balance, June 30, 2023		1,560,148	$	2.00		6.10
Warrants issued		-	$	-		-
Warrants expired		-	$	-		-
Balance, September 30, 2023		1,560,148	$	2.00		5.60

The Company’s allowance for doubtful accounts was comprised of the following:

Number

of Warrants

Exercise

Price ($)

Expiry Date

1,560,148

2.00

August 04, 2029

(Dollars in thousands)
Balance, acquisition date	$	314
Charges to Costs and Expenses		182
Deductions		-
Balance as of March 31, 2023	$	496

Warrant to Purchase Common Stock

~~NOTE~~On 8September –9, ~~INVENTORY~~2022, in conjunction with a Loan Purchase and Sale Agreement, (See 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 $34 as part of purchase consideration. The first tranche of warrants vested as of September 9, 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 $1,078 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 ~~following~~Warrant ~~table~~will ~~presents~~terminate on the ~~detail~~seventh anniversary of ~~inventory~~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 which amount was recorded as a noncash payment, and the gain on debt settlement of $650 recorded as other income. The Company recorded $36 against other current liabilities during the three months ended September 30, 2023 in respect to the amortization of the vesting period of the warrant. The unamortized amount associated with unvested warrants is $297 as of September 30, 2023. The weighted average period over which the outstanding balance is expected to be recognized is approximately 6.12 years.

(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		$	-

Table of Contents

~~NOTE~~Transactions 9involving –Warrants ~~ACCOUNTS~~to ~~PAYABLE~~purchase ~~AND~~Common ~~ACCRUED~~Stock ~~LIABILITIES~~are summarized as follows:

Accounts payable and accrued liabilities consist of the following:

	Number of shares			Weighted Average Exercise Price ($)		Weighted Average Remaining Recognition Period (Years)
Nonvested at June 30, 2023		1,616,666		$	2.00		6.37
Granted		-			-		-
Vested		(220,834	)		-		-
Forfeited		-			-		-
Nonvested at September 30, 2023		1,395,832		$	2.00		5.96

(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

NOTE 14. COMMITMENTS AND CONTINGENCIES

~~NOTE~~From 10time –to ~~LOAN~~time, ~~PAYABLE~~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.

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.Commitments

~~F-20~~The ~~Table~~following is a summary of ~~Contents~~the Company’s significant commitments.

(a) Effective December 28, 2021, the Company entered into a two-year Board Advisory Agreement with Deepak Chopra LLC for services as an advisory to the Company. As consideration, Deepak Chopra LLC will receive $13 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. Further under the agreement, the Company is to make an annual donation to The ~~Healing~~Chopra Foundation for $50, with the first annual donation to be paid within thirty days of the date of execution of the agreement. The Company ~~Inc~~remitted the required donation in April 2022. During the three months ended September 30, 2023, the Company recorded $94 as stock-based compensation in respect to the granted options.

~~Notes~~(b) 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 ~~Unaudited~~direction ~~Condensed~~of ~~Consolidated~~the ~~Financial~~Board ~~Statements~~and the CEO. The contract had an initial term of 18 months and was renewable by mutual consent for a further term until the contract was terminated on November 13, 2023. Compensation was $240 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. (c) On August 1, 2022, the Company entered into a Consulting Agreement with RayRos Holdings LLC for an initial term of three months, which was automatically renewed through the termination date of November 13, 2023, at a rate of $5 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. For the three months ended September 30, 2023, the Company recorded stock-based compensation of $47. (d) 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 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-year period following the Vesting Start Date with 12.5% of the Option Shares vesting on each three-month anniversary of the Vesting Start Date. For the three months ended September 30, 2023, the Company recorded $58 as stock based compensation in respect to the aforementioned agreement.

~~March~~26 ~~31,~~Table ~~2023~~ of Contents

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.

(e)

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 September 30, 2023, the Company and Mr. Kash have not yet determined an agreeable exercise price for the aforementioned options.

(f)

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, Dr. Friedland shall be entitled to certain additional compensation up to an additional 225,000 stock options for each qualifying entity acquired by the Company. At September 30, 2023, the Company and Dr. Friedland have not yet determined an agreeable exercise price for the aforementioned options.

~~The~~(g) On March 31, 2023, the Company ~~and~~entered ~~each~~into ofa consulting services agreement with Scarlett Leung. Under the ~~subsidiaries~~terms of ~~HLCO~~the ~~Borrower~~agreement, ~~LLC~~Ms. ~~have~~Leung ~~agreed~~will be employed as an independent contractor to ~~secure~~support ~~all~~the management team with operational leadership and strategy in connection with the integration of ~~their~~the ~~future~~Chopra ~~anticipated~~assets ~~obligations~~and ~~under~~growth of the ~~Credit~~business. ~~Agreement~~The agreement has an initial term of one month and automatically renews each month until terminated by ~~granting~~either party in accordance with the ~~Lenders~~agreement. Ms. Leung will receive a ~~first~~monthly ~~priority~~consulting ~~lien~~fee of $10 and will be granted a restricted stock award of 120,000 shares of common stock, vesting as to 1/12 on ~~substantially~~each ~~all~~of the first twelve 30-day anniversaries of ~~their~~the ~~assets~~grant date. (h) On June 1, 2023, Your Super HLCO LLC entered into a likeness rights agreement with Michael Kuech and Kristel de Groot, pursuant to which Mr. Kuech and Ms. De Groot granted the Company ~~has~~the ~~agreed~~non-exclusive right to ~~secure~~utilize ~~all~~their ~~future~~likeness ~~obligations~~ to beadvertise, ~~incurred~~market ~~under~~and promote the ~~Credit~~Company’s ~~Agreement~~products. byUnder ~~granting~~this toagreement, Mr. Kuech and Ms. De Groot will be paid a ~~collateral~~monthly ~~agent~~consulting fee of $20,000 and 1% of the Company’s monthly net revenue for a term of six months. The agreement may be terminated prior to the ~~benefit~~expiration date by either party with or without cause by delivering 30 days’ advance written notice. (i) Effective July 10, 2023, the Company entered into a consulting services agreement with Jacalyn Y. Lee. Under the terms of the ~~lenders~~agreement, Ms. Lee will be employed as an independent contractor to define and execute a ~~first~~communications ~~priority~~strategy ~~lien~~including strategy development and media relations. The agreement has an initial term through October 31, 2023 and may be extended on ~~all~~a month-to-month basis upon written mutual consent of both parties. Ms. Yee will receive a monthly retainer fee of $12. (j) Effective September 25, 2023, the ~~capital~~Company ~~stock~~entered into a consulting agreement with Charlotte Edelman. Under the terms of the ~~subsidiaries~~agreement, ~~held~~Ms. byEdelman will provide legal advisory and related services. The agreement may be terminated upon 30 calendar days’ written notice. Ms. Edelman will receive a monthly consulting fee of $15 and will be granted a restricted stock award of 1,000,000 shares of common stock, vesting 25% on September 25, 2024 with the ~~Company~~balance vesting in equal monthly installments thereafter.

InNOTE 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 $215.~~00 per~~ ~~share.~~SUBSEQUENT ~~The warrant was fully vested on issue date and was immediately expensed as financing costs. (ref: Note 14 - Warrants).~~EVENTS

On October 272, ~~2022, the Company was funded $3,000,000 under the Term Loan. During the three months ended March 31,~~ 2023, ~~the~~Steven ~~Company~~Bartlett ~~drew~~resigned ~~down~~from ~~an additional $1,873,000 under~~ the ~~Term Loan facility. During the three and nine months ended March 31, 2023 the~~ Company’s ~~paid~~Board ~~$12,500~~of ~~and $37~~Directors,~~500~~ ineffective ~~administrative fees, paid $195,417 and $323,301~~ as ~~interest~~of ~~in respect to~~ the ~~outstanding~~date ~~loan~~of ~~balance and daily interest on undrawn funds~~resignation.

~~NOTE~~On 11October –25, ~~RELATED~~2023, ~~PARTY~~the ~~TRANSACTIONS~~Company issued 125,000 unregistered, restricted shares of Common Stock to an individual subscriber under the terms of a private placement at $2.00 per share for total proceeds of $250.

~~WAOW~~On ~~Group~~November 1, 2023, the Company amended and restated the Restricted Stock Award Agreement with Justin Figgins and issued a restricted stock grant of ~~Companies~~600,000 shares.

InOn November ~~2021~~1, ~~as amended May 22~~2023, ~~2022, WAOW Entrepreneurship GmBH (“WAOWE”) entered into a subscription agreement with~~ the Company ~~whereunder~~amended ~~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~~restated ~~March 31, 2023,~~ the ~~Company~~Restricted ~~received~~Stock ~~cumulative~~Award ~~cash~~Agreement ~~proceeds~~with ofScarlett ~~$3.95~~Leung ~~million in respect to the aforementioned subscription~~ and issued ~~1,975,000~~ ~~shares~~a ofrestricted ~~seed preferred~~ stock. Agrant ~~total~~ of ~~$0.33 million remains receivable with respect to the remaining 165~~120,000 ~~shares~~ ~~subscribed as at March 31, 2023~~shares.

On ~~March~~November 1013, ~~2022~~2023, the ~~Company~~employment ~~acquired NOEO (See Note 3). At the date~~ of ~~the~~Simon ~~acquisition~~Belsham, ~~WAOW~~the ~~Advisory~~Company’s ~~Group~~Chief ~~GmBH~~Executive ~~(“WAOW”)~~Officer ~~had~~was ~~outstanding loans with NOEO with a remaining principal balance of EUR139,793~~terminated. ~~During~~Effective ~~the~~November ~~period ended June 30~~13, ~~2022~~2023, ~~WAOW~~Mr. ~~advanced~~Wanja anS. ~~additional EUR18~~Oberhof,~~000~~ towas ~~NOEO. At~~appointed ~~March~~by ~~31, 2023~~ the ~~loan~~ ~~had~~Company’s aBoard ~~balance outstanding~~ of ~~$171,080~~Directors ~~(EUR157,793)~~as ~~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’s ~~and~~Interim ~~WAOW~~Chief ~~are~~Executive ~~currently negotiating terms of settlement~~Officer.

~~Accrued~~On ~~and~~November ~~unpaid~~14, ~~interest~~2023, atAmeeth ~~March~~Sankaran ~~31,~~notified ~~2023~~the ~~totaled~~Company ~~$12,119~~of ~~(EUR11,178),~~his ~~(June~~decision ~~30,~~to ~~2022~~resign -from ~~$5,771),~~the ~~which~~Company’s isBoard ~~reflected~~effective inimmediately. ~~accounts~~Mr. ~~payable~~Sankaran’s –resignation did not result from any disagreement with the Company on any matter related ~~parties~~to the Company’s operations, policies or practices.

~~Lee Larson Elmore, Former Officer and Director~~ Litigation

~~During~~On or about April 12, 2023, the ~~nine~~Company ~~months~~received ~~ended~~a ~~March~~letter 31from litigation counsel to Google LLC (“Google”) that alleged that the Company’s indirectly wholly-owned subsidiary, ~~2023~~Your Super, MrInc. ~~Elmore~~(“Your Super”), ~~former~~owed ~~officer~~$236, plus continuing interest and ~~director~~fees, offor ~~the~~advertising ~~Company~~services ~~received~~rendered ~~payments~~by ofGoogle $1to Your Super. After investigating Google’s allegations,~~800~~ Your Super negotiated and entered into a settlement agreement with Google dated July 25, ~~leaving~~2023. $1Pursuant to that settlement agreement,~~000 due~~ ~~and~~Your ~~payable~~Super atagreed ~~March~~to pay Google an aggregate of $203 in monthly installments of $17 beginning July 31, 2023, and Your Super and Google mutually released claims against the other.

~~F-21~~In ~~Table~~2019, Your Super entered into an agreement with WGST, Inc., which produces “Food Quest” with Mario and Courtney Lopez, and WGST Productions, Inc. In or around the end of ~~Contents~~July 2023, after the original agreement had terminated, representatives of Mario Lopez contacted Your Super and alleged that Your Super was displaying the content produced for it by WGST in violation of the rights granted to Your Super under the agreement. The representatives of Mr. Lopez threatened to bring legal action against Your Super unless it made additional payment or agreed to buy new footage. A new production agreement was entered into on October 12, 2023, between the Company and WGST Productions, Inc., the successor to WGST, Inc., providing, among other things, for a full release of claims by WGST Productions, Inc., WGST, Inc., Mario and Courtney Lopez arising under the original agreement or for use of the content created under the original agreement.

The ~~Healing~~ Company’s ~~Inc~~management has reviewed all material subsequent events through the date these financial statements were issued in accordance with ASC 855-10.

~~Notes~~27 toTable ~~the~~of ~~Unaudited Condensed Consolidated Financial Statements~~Contents

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 1/36th vests each month thereafter, for which the Company has recorded stock-based compensation expense of $778,253 in the year ended June 30, 2022. During each of the three and nine months ended March 31, 2023, the Company recorded $236,301 and $708,904 as stock-based compensation expenses.

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.

F-22 Table of Contents

The Healing Company Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

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.

F-23 Table of Contents

The Healing Company Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

March 31, 2023

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 1/36th each month thereafter, for which the Company recorded stock-based compensation expense of $80,265 in the year ended June 30, 2022. During the three and nine months ended March 31, 2023, the Company recorded stock-based compensation expense of [*] and [*] respectively in respect to stock awards vested during the periods. On February 21, 2023, the Company entered into a Separation Agreement and Release of Claims with Mr. Kapur (the “Separation Agreement”), pursuant to which Mr. Kapur’s employment with the Company as Chief Financial Officer and roles as Treasurer and Secretary of the Company terminated effective March 3, 2023 (the “Separation Date”). Mr. Kapur’s original employment agreement provided that he may receive severance, at the rate of his current base salary, for three months following his termination if he is terminated other than for cause or for breaching the terms of his employment agreement, subject to, among other conditions, his execution of a release of claims in a form provided by the Company. Under the terms of the Separation Agreement, (a) Mr. Kapur agreed (i) to a general release of claims and covenant not to sue in favor of the Company and (ii) to be available following the Separation Date, upon the Company’s request, to consult with the Company upon certain matters concerning it or its clients; and (b) the Company agreed (i) to provide Mr. Kapur with severance for three months at his current base salary rate and (ii) to an amendment of his restricted stock award agreement such that seventy-five thousand (75,000) shares of the restricted stock would vest on the day immediately before the Separation Date. A total of 1,175,000 stock awards issued to Mr. Kapur were forfeited, returned to treasury and canceled subsequent to March 31, 2023.

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.

F-24 Table of Contents

The Healing Company Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

March 31, 2023

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.

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.

F-25 Table of Contents

The Healing Company Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

March 31, 2023

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.

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”) and (ii) the granting, in general terms, of awards and options which were previously contractually agreed to be granted upon formal approval of the 2022 Plan (the “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

Numberof shares/options

ExercisePrice/FMV

Vestingstart Date

VestingSchedule *

Term

Stock Award

Executive

1,250,000

3.75

06/06/2022

N/A

Stock Award

Management

200,000

3.75

04/04/2022

N/A

Stock Award

Executive Support

150,000

3.75

11/27/2021

N/A

Stock Award

Executive

1,000,000

3.75

09/01/2021

N/A

Stock Award

Management

250,000

3.75

09/01/2021

N/A

Stock Award

Advisor

250,000

3.75

04/01/2022

N/A

Stock Award

Executive

600,000

3.75

07/05/2022

N/A

Total

3,700,000

Stock Option

Management

1,000,000

0.001

01/01/2022

10 years

Stock Option

Advisor

300,000

0.001

09/01/2021

10 years

Stock Option

Recruitment Agency

16,250

0.001

06/05/2022

10 years

Stock Option

Marketing Agency

275,000

0.001

04/13/2022

10 years

Stock Option

Board Director

125,000

0.001

12/28/2021

10 years

Stock Option

Board Director

125,000

0.001

01/01/2022

10 years

Stock Option

Brand Strategy Advisor

125,000

0.001

09/07/2021

10 years

Stock Option

IR/PR Agency

1,000,000

0.001

01/10/2022

5 years

Stock Option

Chief Scientific Advisor

200,000

0.001

12/28/2021

10 years

Stock Option

Marketing strategy

100,000

0.001

08/01/2022

10 years

Stock Option

Financial Advisor

125,000

0.001

09./01/2022

10 years

Total

3,391,250

F-26 Table of Contents

The Healing Company Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

March 31, 2023

*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:

	Numberof shares			Weighted AverageGrant Date FairValue Per Share		Weighted AverageRemainingRecognitionPeriod (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

F-27 Table of Contents

The Healing Company Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

March 31, 2023

(*) 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:

	Numberof Shares		WeightedAverageExercise Price		WeightedAverageRemainingTermin Years		AggregateIntrinsicValue
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.

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.

F-28 Table of Contents

The Healing Company Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

March 31, 2023

Warrant to purchase Seed Preferred Stock transactions are summarized as follows:

	Numberof shares		Weighted AverageExercise Price ($)		Weighted AverageRemainingRecognitionPeriod (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

Numberof Warrants		ExercisePrice ($)		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 AverageExercise Price ($)		Weighted AverageRemainingRecognitionPeriod (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

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.

F-30 Table of Contents

The Healing Company Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

March 31, 2023

(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.

F-31 Table of Contents

The Healing Company Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

March 31, 2023

(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.

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:

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.

F-32 Table of Contents

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10I0-Q contains predictions, estimates and other forward-looking statements relating to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “intends,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these terms or other comparable terminology. Forward-looking statements involve known and unknown risks, uncertainties and other factors including the risks set forth in the section entitled “Risk Factors” in our Annual Report on Form 10-K as filed with the Securities and Exchange Commission (the “SEC”) on October 1223, ~~2022~~2023, that may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements.

Forward-looking statements represent our management’s ~~beliefs~~belief; and assumptions only as of the date of this Report. You should read this Report with the understanding that our actual future results may be materially different from what we expect.

All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made, except as required by federal securities and any other applicable law. All dollar values are expressed in thousands, unless otherwise noted.

The management’s discussion and analysis of our financial condition and results of operations are based upon our condensed financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements for the ~~nine~~three months ended ~~March~~September 3130, 2023 and the notes thereto appearing elsewhere in this Report and the Company’s audited financial statements for the fiscal year ended June 30, ~~2022~~2023, as filed with the SEC on Form 10-K on October 1223, ~~2022~~2023.

4 Table of Contents

General Overview

We are 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.

Our intent is to build a community of integrated healing brands by identifying and acquiring early stage, high potential brands within selected health and wellness categories. Our plan is to build individual market impact through enhanced branding, a credible narrative, social conversation and improved accessibility by positioning all portfolio brands with a larger “healing community” of brands thus building exponential market impact.

On October 13, 2022, we concluded the acquisition of the assets and business of Los Angeles based Your Super, Inc. (“Your Super”) in order to capitalize on two high-growth wellness sectors: superfoods and plant-based nutrition. ~~Your~~In ~~Super~~connection ~~ranked #1 in the food and beverage category on Inc.’s 2021 5,000 fastest growing company list, placing 25th overall~~ with a ~~three-year~~our ~~revenue~~acquisition ~~growth~~ of ~~11,477~~ ~~percent~~the ~~and~~assets ~~$180~~of ~~million in cumulative revenue.~~ Your Super is a next-gen industry leader in plant-based living. Your Super’s plant-based superfood and protein mixes contain 5 to6 naturally dried superfoods. Superfoods are nutrient-rich foods considered to be high in micronutrients like vitamins, ~~minerals,~~we ~~antioxidants,~~borrowed ~~phytonutrients and enzymes~~$3,000 ~~beneficial~~loan ~~for~~under ~~health~~a ~~and~~credit ~~well-being.~~facility ~~Every~~that ~~ingredient~~we isestablished ~~grown,~~with ~~harvested,~~certain ~~3rd~~lenders ~~party~~in ~~tested,~~August ~~and packaged 100% sustainably~~2022. The ingredients are certified organic, non-GMO certified, glyphosate-free, plant-based and gluten-free. Your Super products do not contain any sweeteners, stevia, artificial flavors, fillers, preservatives or additives.

On ~~August~~March 43, ~~2022~~2023, we ~~entered~~concluded ~~into~~the aacquisition ~~credit~~of ~~agreement with~~ certain ~~lenders~~assets ~~who~~of ~~agreed~~Chopra toGlobal, ~~extend~~LLC, a ~~credit~~Delaware ~~facility~~limited toliability uscompany ~~consisting~~including ofthe upChopra toApp ~~$75~~- ~~million (which~~a ~~amount~~wellness ~~may~~and bemeditation ~~increased~~app, upcertain toproducts ~~$150~~and ~~million~~services inincluding ~~accordance~~guided ~~with~~meditation ~~the~~packages ~~terms~~and ofdetox ~~the~~kits ~~agreement)~~and inoperation ~~aggregate principal amount~~ of ~~term~~select ~~loan~~Chopra ~~commitments,~~branded ~~the~~health ~~proceeds~~and ofwellness ~~which~~retreats. In ~~may~~connection bewith ~~used~~this toacquisition, ~~acquire~~we ~~assets~~borrowed ~~that are deemed eligible by meeting certain criteria established by~~ an ~~administrative~~additional ~~agent~~$1,873 ~~party~~from toour ~~the~~ credit ~~agreement~~facility.

In connection with our acquisition of the assets of Your Super, Inc., on October 27, 2022, we received a $3 million loan under the credit facility referenced above. As an inducement for the loan and for a waiver of certain terms of the credit facility with respect to this loan, we issued to the administrative agent for the credit facility a warrant for 1,560,148 shares of our seed preferred stock. In addition, Your Super HLCO LLC, our indirectly wholly owned subsidiary that we established to house the acquired assets of Your Super, Inc. and to run our new Your Super business, entered into a supplemental agreement to the credit agreement with the administrative agent of the credit facility pursuant to which Your Super HLCO LLC pledged all of its assets (being the Your Super acquired assets) to the administrative agent as collateral for the $3 million loan.

During the quarter ended December 31, 2022, we commenced operations of our business encompassing the Your Super acquired assets. We added five employees to its US based operations and nine employees to its European based operations as a result of this acquisition.

Recent Events

On ~~March~~September 37, 2023, we ~~concluded~~appointed ~~the~~biotech ~~acquisition~~entrepreneurs ~~of certain assets of Chopra Global, LLC, a Delaware limited liability company including the Chopra App - a wellness~~ and ~~meditation app~~investors, ~~certain~~Dr. ~~products~~Linda ~~and~~Friedland ~~services including guided meditation packages~~ and ~~detox kits and operation of select Chopra branded health and wellness retreats~~Dr. In ~~connection~~Peter ~~with this acquisition~~Kash, ~~we drew a further $1.873 million from its credit facility. We added 8 employees~~ as aadvisors ~~result~~to ofthe ~~this acquisition~~Company.

5On ~~Table~~October 2, 2023, Steven Bartlett resigned from our board of ~~Contents~~directors, effective as of that date.

~~Subsequent~~On toOctober ~~March 31~~25, 2023, we ~~amended~~issued ~~our~~125,000 ~~Amended and Restated Articles of Incorporation to restate in its entirety Article Fourth~~unregistered, ~~Section~~restricted Bshares ~~– Preferred Stock (i) to allow for the optional conversion~~ of our ~~outstanding~~common ~~Seed~~stock ~~Preferred Shares and (ii)~~ to ~~conform~~an ~~and~~individual ~~correct~~subscriber ~~certain~~under ~~provisions~~the interms ~~Article~~of ~~Fourth,~~a ~~Section~~private Bplacement ~~relating~~at ~~primarily~~$2.00 toper ~~the~~share ~~calculation~~for ~~of,~~total ~~and~~proceeds ~~adjustments~~ to, ~~the~~us ~~conversion price~~ of ~~the Seed Preferred Shares~~$250.

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Results of Operations

~~Reported~~The Company acquired Your Super and Chopra wellness assets in ~~Thousands~~October 2022 and March 2023, respectively and as a result, comparisons of the current period results of operations to prior period results may not be relevant.

Three ~~months~~Months Ended ~~March~~September 3130, 2023, ~~compared~~and toSeptember ~~the three months ended March 31~~30, 2022

The following table summarizes key items of comparison and their related changes for the three months ended September 30, 2023, and September 30, 2022.

	Three Months Ended
	September 30,			September 30,
	2023			2022			$ Change			% Change
Revenue	$	3,091		$	-		$	3,091			100	%
Cost of revenue		1,470			-			1,470			100	%
Gross profit		1,621			-			1,621			100	%

Operating expenses
Advertising and marketing		909			-			909			100	%
General and administrative		2,656			2,249			407			15	%
Professional and consulting fees		1,309			4,057			(2,748	)		(210	)%
Management fees		332			370			(38	)		(11	)%
Total operating expenses		5,206			6,676			(1,470	)		(28	)%

Loss from operations before taxes		(3,585	)		(6,676	)		3,091			(86	)%

Other expense		(654	)		-			(654	)		100	%
Interest expense		(220	)		(604	)		384			(174	)%
Foreign currency gain (loss)		(22	)		-			(22	)		100	%
Total Other expense		(896	)		(604	)		(292	)		33	%

Provisions for income taxes		-			-			-			-	%

Net loss	$	(4,481	)	$	(7,280	)	$	2,799			(62	)%

Revenue

During the three months ended ~~March~~September 3130, 2023, we generated revenues of $3,~~185~~091 as compared to $0 induring the three months ended ~~March~~September 3130, 2022. Cost of revenue induring the three months ended ~~March~~September 3130, 2023 was $1,~~363~~470 as compared to $0 in the prior comparative period. ~~and~~We we reported gross ~~profits~~profit of $1,~~822~~621 at ~~March~~September 3130, 2023 compared to $0 induring the three months ended ~~March~~September 3130, 2022. The increase in revenues period over period is related to our acquisition of the Your Super and Chopra wellness assets in October 2022 and March 2023.

Operating Loss

We reported operating expenses of $45,~~091~~206 resulting in a loss from operations of $3,585 for the three~~-month~~ ~~period~~months ended ~~March~~September 3130, 2023, as compared to an operating expenses of $6,676 resulting in a loss from operations of $6,676 for the three~~-month~~ ~~period~~months ended ~~March~~September 3130, 2022~~, of $739~~. The ~~substantial~~decrease ~~increase~~ to our current period loss is a ~~direct~~ result of anrevenue ~~increase~~during inthe ~~operational~~current ~~expenses~~period ofand ~~$3,352,~~a ~~consisting~~decrease ofin ~~increases~~operational ~~to general and administrative~~ expenses of $1,~~258~~470, ~~predominantly~~primarily related to ~~stock based compensation in~~ the ~~current~~decrease ~~three-month period, an increase~~ to professional and consulting fees of $~~951~~2,748 related to the ~~completion~~transaction ofin ~~certain~~the ~~transactions~~prior year whereby we acquired operating assets in the wellness sector, including financing fees and anassociated ~~increase~~costs, tooffset ~~management~~by ~~fees~~an increase of $~~208~~407 ~~again~~in asgeneral aand ~~result~~administrative offees due to the increase to our workforce as a result of the acquisition of new operations. In addition, during the ~~current~~ three~~-month~~ ~~period~~months ended September 30, 2023 we incurred advertising and marketing expenses of $~~935~~909, with no comparative expenses in the ~~three~~fiscal ~~months~~year ended ~~March~~September 3130, 2022. These increased costs were a result of our expansion into the health and wellness sector.

~~The~~29 ~~following~~Table ~~table summarizes key items~~ of ~~comparison and their related increase for the three-month periods ended March 31 2023 and 2022:~~ Contents

Reported in thousands	Three months endedMarch 31,				Change betweenthe three-month periods endedMarch 31
	2023		2022		2023 and 2022
Revenue	$	3,185	$	-	$	3,185
Cost of revenue		1,363		-		1,363
Gross profit		1,822		-		1,822
Operating expenses
Advertising and marketing		935		-		935
General and Administrative		1,412		154		1,258
Professional and Consulting fees		1,362		411		951
Management fees		382		174		208
Total operating expenses	$	4,091	$	739	$	3,352

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Other Income / Expenses

For the three months ended ~~March~~September 3130, 2023, we recorded interest expenses of $~~196~~220 compared to $604 for the three months ended September 30, 2022, as well as a loss on foreign currency of $522 and other ~~income~~expense of $~~304~~654, with no comparative ~~expenses~~loss inor expense during the three months ended ~~March~~September 3130, 2022. Interest incurred relates predominantly to a credit facility we obtained in August 2022. ~~Other~~ income includes a gain of $304 from the settlement of certain outstanding debts acquired with the operating assets from Your Super for less than face value during the current three-month period ended March 31, 2023.

Net Loss

We recorded a net loss of $24,~~166~~481 atfor ~~March~~the 31three months ended September 30, 2023 as compared to a net loss of $~~739~~7,280 atfor ~~March~~the 31three months ended September 30, 2022.

Nine months Ended March 31, 2023 compared to nine months ended March 31, 2022

Reported in Thousands

Revenue

During the nine months ended March 31, 2023, we generated revenues of $5,559 as compared to $0 in the nine months ended March 31, 2022. Cost of revenue in the nine months ended March 31, 2023 was $3,138 as compared to $0 in the prior comparative period and we reported gross profits of $2,421 at March 31, 2023 compared to $0 in the nine months ended March 31, 2022. The increase in revenues period over period is related to our acquisition of the Your Super and Chopra wellness assets in October 2022 and March 2023.

Operating Loss

We reported operating expenses of $15,440 for the three-month period ended March 31, 2023, as compared to an operating loss for the three-month period ended March 31, 2022, of $1,818. The substantial increase to our current period loss is a direct result of an increase in operational expenses of $13,622, consisting of increases to general and administrative expenses of $6,373, predominantly related to stock based compensation in the current nine-month period as well as increased salaries and overhead with respect to our newly acquired operating assets, an increase to professional and consulting fees of $5,149 related to the completion of certain transactions whereby we acquired operating assets in the wellness sector, including financing fees and associated costs, and an increase to management fees of $825 again as a result of the increase to our workforce as a result of the acquisition of new operations. In addition, during the current nine-month period we incurred advertising and marketing expenses of $1,275, with no comparative expenses in the nine months ended March 31, 2022. These increased costs were a result of our expansion into the health and wellness sector.

The following table summarizes key items of comparison and their related increase for the nine-month periods ended March 31 2023 and 2022:

7 Table of Contents

Reported in thousands	Nine months endedMarch 31,				Change betweenthe nine-month periods endedMarch 31
	2023		2022		2023 and 2022
Revenue	$	5,559	$	-	$	5,559
Cost of revenue		3,138		-		3,138
Gross profit		2,421		-		2,421
Operating expenses
Advertising and marketing		1,275		-		1,275
General and Administrative		6,561		188		6,373
Professional and Consulting fees		6,451		1,302		5,149
Management fees		1,153		328		825
Total operating expenses	$	15,440	$	1,818	$	13,622

Other Income / Expenses

For the nine months ended March 31, 2023, we recorded interest expenses of $1,136, a gain on foreign currency of $367 and other income of $1,318, with no comparative income or expenses in the nine months ended March 31, 2022. Interest incurred relates predominantly to a credit facility we obtained in August 2022. Other income includes a gain of $1,318 from the settlement of certain outstanding debts acquired with the operating assets from Your Super for less than face value during the current nine-month period ended March 31, 2023.

Net Loss

We recorded a net loss of $12,470 at March 31, 2023 as compared to a net loss of $1,818 at March 31, 2022.

Statements of Cash Flows

~~Mach~~The 31following table summarizes our cash flows for the three months ended September 30, 2023 and 2022:

The following table summarizes our cash flows for the periods presented:

	September 30, 2023			September 30, 2022
Net cash used in operating activities	$	(2,756	)	$	(1,788	)
Net cash used in investing activities		(65	)		(1,998	)
Net cash provided by financing activities		2,796			-
Foreign exchange rate effect on cash		(58	)		-
Decrease in cash		(83	)		(3,786	)
Cash beginning of period		1,503			6,492
Cash end of period	$	1,420		$	2,706

Reported in thousands	March 31, 2023			March 31, 2022
Net cash used in operating activities	$	(5,143	)	$	(1,803	)
Net cash used in investing activities		(3,839	)		(28	)
Net cash provided by financing activities		5,573			2,056
Foreign Exchange Rate effect on cash		4			-
Increase (decrease) in cash		(3,405	)		225
Cash end of period	$	3,087		$	225

Cash Used in Operating Activities

Reported in Thousands

Net Cash used in operating activities for the ~~nine~~three months ended ~~March~~September 3130, 2023 was $52,~~143~~756 as compared to $1,~~803~~788 of cash used inby operating activities induring the ~~nine~~three months ended ~~March~~September 3130, 2022.

Changes in operating activities induring the ~~nine~~three months ended ~~March~~September 3130, 2023, include various adjustments to reconcile the net loss to net cash used in the current ~~nine~~fiscal ~~months~~year including $~~157~~10 in depreciation and amortization, $41,~~081~~114 as stock based compensation, $~~4,052~~563 inof ~~respect~~vesting ~~to certain~~ warrants ~~issued~~under asdebt settlements, a ~~financing~~gain ~~cost~~from ~~relative~~foreign tocurrency atranslation ~~line~~ of ~~credit~~$111 weand ~~obtained~~a change in ~~August~~deferred ~~2022,~~income ataxes ~~gain~~of ~~from~~$1. Cash ~~non-~~used in operating ~~expenses~~activities of $1,~~060,~~788 ~~predominantly~~during ~~related~~three tomonths ~~the~~ended ~~gain~~September ~~from~~30, ~~settlement~~2022 ofinclude ~~certain~~various ~~debts~~adjustments ~~acquired~~to ~~with~~reconcile the ~~assets~~net ofloss ~~Your~~to ~~Super~~net ~~for~~cash ~~less~~used ~~than~~in ~~face~~the ~~value,~~current ~~and~~fiscal ayear ~~gain~~including ~~from~~stock ~~foreign~~based ~~currency~~compensation ~~translation~~ of $~~319~~1,828 and awarrants ~~change~~issued infor ~~deferred~~financing ~~income~~costs ~~taxes~~ of $~~227~~3,628 ~~all~~offset ~~with~~by noour ~~comparative~~net ~~balances~~loss inof ~~the prior nine months ended March 31~~$7, ~~2022~~280.

Changes in operating assets and liabilities induring the ~~current~~three ~~nine~~ months ended ~~March~~September 3130, 2023 include ana ~~increase~~decrease in advances to vendors of $~~129~~3, an increase to accounts receivable of $~~472~~61, ~~and~~a andecrease ~~increase~~ to inventories of $1672,~~056,~~ and a decrease to contract liabilities of $~~163, with no comparative balances in the nine months ended March 31, 2022~~274. ~~All relating to the acquisition of certain operating assets from Your Super, Inc. and Chopra Global, LLC.~~ Accounts payable decreased by $~~1,115~~464 in the current ~~nine-month~~year period as compared to an increase of $~~149~~108 in the prior comparative ~~nine months~~year, prepaid expenses ~~increased~~decreased by $2217 in the current ~~period~~year as compared to an increase of $~~139~~101 in the prior comparative ~~nine months~~year, and sales tax payable ~~increased~~decreased by $617 compared to azero ~~reduction~~during ~~in sales tax payable of $4 in~~ the ~~nine~~three months ended ~~March~~September 3130, 2022. InDuring the ~~nine~~three months ended ~~March~~September 3130, 2023, we recorded ana ~~increase~~decrease to accounts payable, related party of $~~280~~6, compared to an increase of $929 in the ~~nine~~three months ended ~~March~~September 3130, 2022.

8Cash ~~Table~~Provided ofby ~~Contents~~Investing Activities

~~Cash~~During ~~provided~~the three months ended September 30, 2023, investing activities were primarily comprised of purchases of property and equipment of $66, offset by ~~Investing~~an ~~Activities~~increase in cash from security deposits of $1.

During the ~~nine~~three months ended ~~March~~September 3130, ~~2023~~2022, investing activities asprovided ~~a result of the acquisition of the assets of Your Super, Inc. and Chopra Global, LLC used~~ net cash of $31,~~839~~998, which was comprised of ~~cash~~other ~~acquired~~assets ~~on acquisition of $595, a cash payment~~ in ~~respect of~~ the ~~acquisition~~amount of $42,~~500,~~000 aoffset ~~refund~~by on a ~~previously~~decrease ~~submitted~~in ~~trademark~~intangible ~~application~~assets of $2 ~~and security deposits of $64~~. ~~During the nine months ended March 31, 2022 we used cash of $28 including cash paid in respect to the acquisition of NOEO of $20 and for certain trademark filing fees of $8.~~

Cash Provided by Financing Activities

During the ~~nine~~three months ended ~~March~~September 3130, 2023, financing activities provided net cash of $52,~~573~~796, which was comprised of proceeds from the sale of common stock ~~and seed preferred stock~~ of $~~700 and proceeds a financing facility, line of credit of $4,873. During the nine months ended March 31, 2022, financing activities provided net cash of $~~2,~~056~~850, ~~which~~loan ~~was~~payments ~~comprised~~ of ~~proceeds from the sale of seed preferred stock and common stock of~~ $149,~~659~~ and ~~advances~~related ~~from~~party ~~related~~loan ~~parties~~payments of $~~397~~5.

There was no comparable activity during the three months ended September 30, 2022.

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Liquidity and Capital Resources

Reported in Thousands

~~Our~~The Company’s balance sheet as of ~~March~~September 3130, 2023, reflects current assets of $96,~~310~~846 consisting of $31,~~087~~420 cash on hand, accounts receivable, net of $~~501~~222, prepaid expenses of $1,~~338~~292, inventory, net of $42,~~024~~009, advances to vendors and other current assets of cumulative $~~360~~1,903. We had a working capital deficit of $7,~~225~~091 ~~(June~~as of September 30, ~~2022-~~2023 ~~working~~compared ~~capital~~to $7,116 as of $6June 30,~~107)~~ 2023, and have reported accumulated losses to date of $2134,~~061~~382. We have commenced revenue generating operations in the wellness sector; however, revenues are not yet sufficient to meet ongoing operational expenditures. During the ~~nine~~fiscal ~~months~~year ended ~~March~~June 3130, 2023, we entered into a credit agreement with certain lenders who agreed to extend us a credit facility ~~t consisting~~ of up to $75,000 (which amount may be increased up to $150,000 in accordance with the terms of the agreement) in aggregate principal amount of term loan commitments, the proceeds of which may be used to acquire assets that are deemed eligible by meeting certain criteria. As ~~During~~of ~~the~~September ~~nine months ended March 31~~30, 2023, we ~~drew~~borrowed ~~down~~ $4,873 under the credit facility to assist in financing the acquisition of additional operating assets. ~~We believe we have sufficient capital to operate over the next twelve months.~~

Going Concern

We had a working capital deficit of $7~~.2 million~~,100 onas ~~March~~of 31September 30, 2023. During the year ended June 30, 2022, we entered into private placement subscription agreements to raise a total of $10 ~~million~~,000 by the sale of seed preferred stock at $2 per share, of which we have collected $9~~.66 million~~, ~~with the remaining $0~~660.34 ~~million expected to be collected in before June 30, 2023.~~ During the ~~current~~three ~~nine~~ months ended ~~March~~September 3130, 2023, wethe ~~sold~~Company anissued 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 $2.00 per share for total proceeds of $~~250~~2,~~000~~850, all of which has been collected to date. Subsequent to March 31, 2023 we raised an additional $1.5 million through the sale of an additional 750,000 shares of common stock. We have 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, we entered into a credit agreement with certain lenders who agreed to extend a credit facility to us consisting of up to $75 million (which amount may be increased up to $150 million in accordance with the terms of the agreement) in aggregate principal amount of term loan commitments), the proceeds of which may be used to acquire assets that are deemed eligible by meeting certain criteria. To date the we have been funded $4.87 million under the terms of this agreement in order to facilitate the purchase of operating assets. Our continuation as a going concern is dependent upon the ability to attain profitable operations from our future planned business operations and sufficient financing to carry out those plans. If we are unable to obtain adequate capital as needed, or conduct revenue generating operations, we may be required to reduce the scope, delay, or eliminate some or all of its planned operations. These factors, among others, raise substantial doubt about our ability to continue as a going concern.

9We ~~Table~~have commenced operations in the wellness sector initially through the acquisition of ~~Contents~~NOEO and more recently with the acquisitions of the Your Super and Chopra Business assets. During the fiscal year ended June 30, 2023, we entered into a credit agreement with certain lenders who agreed to extend a credit facility to us consisting of up to $75,000 (which amount may be increased up to $150,000 in accordance with the terms of the agreement) in aggregate principal amount of term loan commitments), the proceeds of which may be used to acquire assets that are deemed eligible by meeting certain criteria. As of September 30, 2023, we have been funded $4,870 under the terms of this agreement in order to facilitate the purchase of operating assets. Our continuation as a going concern is dependent upon the ability to attain profitable operations from our future planned business operations and sufficient financing to carry out those plans. If we are unable to obtain adequate capital as needed, or conduct revenue generating operations, we may be required to reduce the scope, delay, or eliminate some or all of its planned operations. These factors, among others, raise substantial doubt about our ability to continue as a going concern.

~~COVID-19~~Credit ~~Pandemic and other factors~~ Facility

~~While~~As ~~the~~of ~~World~~September ~~Health~~30, ~~Organization~~2023, ~~has~~we ~~recently~~were ~~declared~~out ~~that the COVID-19 pandemic is no longer a public health emergency~~ of ~~international~~compliance ~~concern~~for ~~and~~ the ~~global~~month ~~economy~~ended isAugust ~~focused on recovery~~31, ~~the~~2023 ~~impact~~with ofa ~~COVID-19~~financial ~~could~~covenant ~~continue~~in toour ~~have~~credit anagreement ~~adverse~~requiring ~~impact on~~ us ~~going forward. COVID-19 caused significant disruptions~~ to ~~the~~maintain ~~global~~at ~~financial~~least ~~markets~~$2,000 ~~which~~in ~~may~~unrestricted ~~continue to impact our ability to raise additional capital~~ and tounencumbered ~~pursue certain acquisitions~~cash. Additionally, ~~Additional~~as ~~factors~~of ~~which~~September ~~may~~30, ~~impact~~2023, our ~~ongoing~~monthly ~~operations~~EBITDA ~~include,~~for ~~but~~Your ~~are~~Super ~~not~~was ~~limited~~less tothan $75,000 ~~inflation~~which, ~~potential~~under ~~supply~~our ~~chain~~credit ~~issues~~agreement, asresulted in a ~~result~~borrowing ofbase ~~the~~deficiency ~~aforementioned~~with ~~recovery~~respect ~~from~~to the ~~COVID-19~~Your ~~pandemic,~~Super ~~the recent war in the Ukraine and climate change~~acquisition. These ~~events~~two ~~may~~defaults ~~have~~entitled ~~serious~~our ~~adverse~~lenders, ~~impact~~upon onnotice ~~domestic~~to ~~and~~us, ~~foreign~~to ~~economies~~take ~~which~~action ~~may~~to ~~impact~~enforce ~~our~~their ~~operations~~rights asagainst aus ~~result of a variety of factors~~ including, ~~the~~but ~~potential~~not ~~for~~limited ~~reduced consumer spending. We are unable~~ to, ~~predict~~demanding ~~the~~immediate ~~ongoing~~payment ~~impact~~ of ~~these~~their ~~factors~~outstanding onloans ~~our~~to ~~consolidated~~us ~~financial~~in ~~operations.~~the ~~There~~principal ~~are~~amount noof ~~assurances~~$4,873, ~~that~~as weof ~~will~~September be30, ~~able~~2023, toand ~~meet~~enforcing ~~its~~their ~~obligations,~~liens ~~raise~~on ~~funds~~our orYour ~~conclude~~Super ~~the~~and ~~acquisition~~Chopra ofoperating ~~identified businesses~~assets.

~~Off~~On ~~Balance~~October ~~Sheet~~12, ~~Arrangements~~2023, we entered into a limited waiver to the credit agreement with our lenders, waiving the two breaches referenced above provided that (i) we regain compliance with our cash covenant referenced above no later than, and remain compliant after, November 30, 2023, and (ii) we deposit $150 into a special reserve collection account on behalf of the secured lenders prior to the earlier to occur of (x) November 30, 2023 and (y) the closing of a sale of our equity in an amount of not less than $2,000. Our failure to comply with either of these two new covenants will constitute an event of default under the credit agreement entitling our secured lenders to pursue all rights and remedies against us under the credit agreement, including acceleration of our loans, foreclosure and collection actions.

WeTax ~~currently has no off-balance sheet arrangements.~~Lien

On August 30, 2023, the Washington State Department of Revenue issued a tax warrant to our indirectly owned subsidiary, Your Superfoods, Inc., for the collection of unpaid sales taxes in the amount of $7. The Company has engaged a sales tax expert to file all tax returns and rectify this issue. As of the date of filing of this quarterly report, the sales taxes due have not yet been paid and a letter to the Company stating that the lien has been lifted has not yet been issued.

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Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Inflation

Inflation and changing prices have not had a material effect on our business and we do not expect that inflation or changing prices will materially affect our business in the foreseeable future. However, our management will closely monitor the price change and continually maintain effective cost control in operations.

Seasonality

Our operating results and operating cash flows historically have not been subject to seasonal variations. This pattern may change, however, as a result of new market opportunities or new product introduction.

Critical Accounting Policies

~~The~~There ~~preparation~~have ofbeen ~~our~~no ~~financial~~changes ~~statements requires management~~ to ~~make~~our ~~estimates~~critical ~~and~~accounting ~~assumptions~~policies that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the ~~reporting~~three ~~period.~~months Onended anSeptember ~~on-going basis~~30, ~~management evaluates its estimates and judgments which are based on historical experience and on various other factors that are believed to be reasonable under the circumstances~~2023. The results of their evaluation form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions and circumstances. Our significant accounting policies are more fully discussed in the Notes to our Financial Statements.

~~Use~~32 Table of ~~Estimates~~Contents

~~The~~ ITEM ~~preparation of consolidated financial statements in conformity with U~~3.S. ~~GAAP~~QUANTITATIVE ~~requires~~AND ~~management~~QUALITATIVE toDISCLOSURES ~~make~~ABOUT ~~estimates~~MARKET 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. We base our 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 we include any revisions to its estimates in its results for the period in which the actual amounts become known. Significant estimates in the period include the preliminary purchase price allocation with respect to the acquisition of the assets and liabilities of Your Super Inc., the allowance for doubtful accounts on accounts and other receivables, inventory allowance and impairment, valuation and useful lives of fixed assets, valuation of common stock and stock warrants, stock option valuations, imputed interest on due to related parties, and deferred tax valuation allowance. RISK

~~Inventories~~We are a smaller reporting company and are not required to provide this information.

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. We value inventory using the standard costing method whereunder product costs are allocated based on standard rates for materials, labor, and overhead. We analyse 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. We perform 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.

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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. We have implemented the Business Combinations Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350, Intangibles - Goodwill and Other. Goodwill and tradename are deemed to have an indefinite life, customer/distributor relationships have a definite life of approximately 5 years and non-compete provisions with key employees have a definite life of approximately 4 years. Goodwill and indefinite life intangible assets are not amortized but are subject to, at a minimum, annual impairment tests. We expense costs to maintain or extend intangible assets as incurred.

We review 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.

We test 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.

Stock-Based Compensation

We account 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.

Recent Accounting Pronouncements - We have implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company and are not required to provide this information.

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

~~Under~~Our ~~the~~management, under supervision and with the participation of ~~our~~the ~~management,~~Company’s ~~including~~Principal ~~our~~Executive ~~principal~~Officer ~~executive officer~~ and ~~principal~~Principal ~~financial~~Financial ~~officer~~Officer, asevaluated ofthe ~~March~~effectiveness ~~31, 2023, we conducted an evaluation~~ of our disclosure controls and procedures, as ~~such term is~~ defined under ~~Rule~~Exchange ~~13a-15(e)~~Act ~~and~~ Rule ~~15d~~13a-15(e) ~~promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)~~. Based onupon this evaluation, ~~our~~the ~~principal~~Principal ~~executive~~Executive ~~officer~~Officer and ~~principal~~Principal ~~financial~~Financial ~~officer~~Officer concluded that, ~~based on the material weaknesses discussed below, our disclosure controls and procedures were not effective~~ as of ~~such~~September ~~date to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act were recorded~~30, ~~processed~~2023, ~~summarized,~~because ~~and~~of ~~reported within~~ the ~~time~~material ~~periods~~weakness ~~specified~~ in ~~the SEC’s rules and forms and that~~ our ~~disclosure~~internal ~~controls~~control ~~are not~~over ~~effectively~~financial ~~designed~~reporting to(“ICFR”) ~~ensure~~described ~~that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management~~below, ~~including~~ our ~~principal~~disclosure ~~executive~~controls ~~officer~~ and ~~principal~~procedures ~~financial~~were ~~officer,~~not ~~or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure~~effective.

~~Our~~Disclosure ~~internal~~ controls and procedures are ~~not~~controls ~~effective~~and ~~for~~other ~~the~~procedures ~~following~~that ~~reasons:~~are ~~(i)~~designed ~~our~~to ~~processes~~ensure ~~for~~that ~~gathering,~~required ~~analyzing~~information ~~and~~to ~~reporting~~be ~~information~~disclosed in aour ~~timely~~reports ~~manner~~filed inor ~~accordance~~submitted ~~with~~under the Securities Exchange Act ~~has~~is ~~been~~recorded, ~~ineffective~~processed, insummarized and reported within the ~~most~~time ~~recent~~periods ~~financial~~specified ~~report~~in ~~period~~the Securities and, ~~(ii)~~Exchange weCommission’s ~~currently~~rules ~~has~~and noforms. ~~formal~~Disclosure ~~audit~~controls ~~committee~~and ~~with~~procedures ainclude, ~~financial~~without ~~expert~~limitation, controls and ~~thus~~procedures designed to ensure that required information to be disclosed in our ~~board~~reports ~~performs~~filed under the ~~oversight~~Exchange ~~role~~Act ~~within~~is ~~the~~accumulated and communicated to our management, including our principal executive officer and our principal financial ~~reporting~~officer, ~~process.~~as appropriate, to allow timely decisions regarding required disclosure.

InManagement’s ~~order~~Report toon ~~mitigate~~Internal ~~the~~Control ~~foregoing~~over ~~material~~Financial weakness, we have engaged additional management and outside accounting consultants with significant experience in the preparation of financial statements in conformity with GAAP to assist us in the preparation of our financial statements to ensure that these financial statements are prepared in conformity with GAAP and submitted in a timely manner. Further, it is the intent of management to establish an audit committee compliant with the regulations to ensure adequate board oversight going forward. We will continue to monitor the effectiveness of this action and make any changes that our management deems appropriate.Reporting

WeOur ~~are~~management ~~currently~~is ~~hiring~~responsible ~~additional~~for ~~staff~~establishing toand ~~provide~~maintaining anadequate ~~even~~internal ~~greater~~control ~~segregation~~over offinancial ~~duties.~~reporting, ~~Management will~~as ~~continue~~defined tounder ~~assess~~Exchange ~~this~~Act ~~matter to~~Rules ~~determine~~13a-15(f) ~~whether~~and ~~improvement~~14d-14(f). inOur ~~segregation~~internal ofcontrol ~~duty~~over isfinancial ~~adequately~~reporting ~~established.~~is Indesigned ~~addition,~~to weprovide ~~have~~reasonable ~~expanded~~assurance ~~our~~regarding ~~board~~the toreliability ~~include~~of ~~independent~~financial ~~members~~reporting and ~~may~~the ~~add~~preparation ~~additional~~of ~~independent~~financial ~~directors,~~statements iffor ~~and~~external ~~when~~purposes ~~deemed~~in ~~necessary~~accordance with generally accepted accounting principles.

~~Going~~All ~~forward~~internal control systems, weno ~~intend~~matter tohow ~~evaluate~~well ~~our~~designed, ~~processes~~have ~~and~~inherent ~~procedures~~limitations and may not prevent or detect misstatements. Therefore, ~~where~~even ~~practicable~~those systems determined to be effective can only provide reasonable assurance with respect to financial reporting reliability and ~~resources~~financial ~~permit~~statement preparation and presentation. In addition, ~~implement~~projections ~~changes~~of inany ~~order~~evaluation of effectiveness to ~~have~~future ~~more~~periods ~~effective~~are subject to risk that controls ~~over~~become ~~financial~~inadequate ~~reporting~~because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.

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Management assessed the effectiveness of our internal control over financial reporting as of June 30, 2023. In making the assessment, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework 2013. Based on its assessment, management concluded that, as of September 30, 2023, our internal control over financial reporting was not effective and that material weaknesses in ICFR existed as more fully described below.

As defined by Auditing Standard No. 5, “An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements” established by the Public Company Accounting Oversight Board (“PCAOB”), a material weakness is a deficiency or combination of deficiencies that results in more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses as of September 30, 2023:

Our internal controls and procedures are not effective for the following reasons:

	(i)	there has been an inadequate segregation of duties consistent with control objectives,
	(ii)	the Company currently has no formal audit committee with a financial expert, and thus the Company lacks the board oversight role within the financial reporting process,
	(iii)	insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and
	(iv)	the Company currently does not have an inventory tracking and valuation system in place.

Management’s Remediation Initiatives

As of September 30, 2023, management assessed the effectiveness of our internal control over financial reporting. Based on that evaluation, it was concluded that during the period covered by this report, the internal controls and procedures were not effective due to deficiencies that existed in the design or operation of our internal controls over financial reporting. However, management believes these weaknesses did not have a material impact on our financial results. During the course of our evaluation, we did not discover any fraud involving management or any other personnel who play a significant role in our disclosure controls and procedures or internal controls over financial reporting.

In order to mitigate the foregoing material weakness, The Company plans to establish an Audit Committee to provide oversight of remediation efforts. Management intends to take steps to develop and enhance its internal controls over financial reporting in 2023, including:

	·	Management has improved segregation of duties by engaging an advisory firm to provide additional accounting and financial reporting support, and will continue to strengthen segregation of duties;
	·	Engaging an advisory firm to lead the remediation and assessment of internal controls;
	·	Developing formal policies and procedures over accounting and reporting; and
	·	Identifying additional information technology to improve financial reporting.

Our management plans to establish procedures to monitor and evaluate the effectiveness of our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing necessary enhancements or improvement as cash flow and working capital permits. Management expects to complete its assessment of the design and operating effectiveness of its internal controls over financial reporting during the fiscal year ended June 30, 2024. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial Reporting

During the period covered by this report, there were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II –- OTHER INFORMATION

ITEM 1l. LEGAL PROCEEDINGS

~~From~~The ~~time~~Company toknows ~~time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course~~ of ~~business.~~no ~~Litigation is subject to inherent uncertainties~~material, ~~and~~existing ~~an adverse result in these~~ or ~~other~~pending ~~matters may arise from time to time that may harm business. Management is currently not aware of any such~~ legal proceedings oragainst ~~claims that could have~~it, ~~individually~~nor oris in the ~~aggregate,~~Company ainvolved ~~material~~as ~~adverse~~a ~~effect~~plaintiff onin ~~our~~any ~~business,~~material ~~financial~~proceeding ~~condition,~~ or ~~operating~~pending ~~results~~litigation. There are no proceedings in which ~~our~~its ~~director~~directors, ~~officer~~officers or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to ~~our~~its interest.

~~Certain~~ITEM ~~legal~~IA. ~~and~~RISK ~~arbitration proceedings settled in the nine months ended March 31, 2023 are detailed below:~~ FACTORS

APlease ~~complaint~~refer ~~filed~~to inthe ~~July~~disclosure ~~2022~~contained in ~~the Superior Court for the State of California, County of Santa Clara, by Spinaca Farms, Inc (~~“~~Plaintiff~~Risk Factors”), ain ~~supplier~~our ofAnnual ~~Your~~Report ~~Superfoods~~on ~~alleging~~Form ~~(i) non~~10-~~payment~~K ofas ~~certain~~filed ~~invoices~~with ~~and (ii) a claim for reimbursement of certain custom products held by~~ the ~~Plaintiff,~~SEC ~~was~~on ~~settled~~October ~~effective November 7~~23, ~~2022 for certain cash consideration following which the complaint was dismissed~~2023.

An arbitration proceeding commenced in September 2022 against Your Superfoods, Inc. by Power Digital Marketing, a service provider of Your Superfoods was settled for certain cash consideration in November 2022, and the arbitration proceeding was dismissed.

ITEM 1A. RISK FACTORS

Please refer to the disclosure contained in “Risk Factors” in our Annual Report on Form 10-K as filed with the SEC on October 12, 2022.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

OnThere ~~March~~were 8,no ~~2023,~~sales ~~stock~~of ~~options~~equity tosecurities ~~acquire~~during ~~100,000~~the ~~shares~~period ofcovered ~~Company~~by ~~Common~~this ~~Stock~~Report that were ~~exercised~~not atregistered ~~$0.001~~under ~~per~~the ~~share~~Securities ~~for~~Act ~~cash proceeds of $100~~ and/or awere ~~total~~not ofpreviously ~~100,000~~reported ~~shares~~in ofa ~~unregistered,~~Current ~~restricted~~Report ~~common~~on ~~stock~~Form ~~were~~8-K ~~issued~~filed toby the ~~holder~~Company.

OnITEM ~~April~~3. 7,DEFAULTS ~~2023~~UPON weSENIOR ~~issued 50,000 unregistered, restricted shares of Common Stock to an individual subscriber under the terms of a private placement at $2 per share for total proceeds of $100,000.~~SECURITIES

On April 6, 2023, stock options to acquire 100,000 shares of Company Common Stock were exercised at $0.001 per share for cash proceeds of $200 and a total of 200,000 shares of unregistered, restricted common stock were issued to the holder.None

OnITEM ~~April~~4. ~~27,~~MINE ~~2023~~SAFETY ~~we issued 750,000 unregistered, restricted shares of common stock to two corporate subscribers under the terms of a private placement at $2 per share for total proceeds of $1,500,000.~~DISCLOSURES

~~During~~Not ~~the three months ended March 31, 2023 the we issued a total of 175,000 shares of seed preferred stock to a single subscriber at $2 per share for total proceeds of $350,000.~~Applicable

~~The~~ITEM securities sales referenced above were exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act as not involving a public offering, and Regulations D and S, thereunder5. ~~These~~OTHER ~~sales were made without any form of general solicitation to sophisticated investors and with full access to any information requested by the investors regarding us and the securities they purchased.~~ INFORMATION

There were no other sales of equity securities during the period covered by this Report that were not registered under the Securities Act and/or were not previously reported in a Current Report on Form 8-K filed by the Company.None

~~ITEM~~35 3.Table ~~DEFAULTS~~of ~~UPON SENIOR SECURITIES~~Contents

None

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable

ITEM 5. OTHER INFORMATION

On May 2, 2023, Poonacha Machaiah resigned from his position as a member of our board of directors (the “Board”) effective as of that date. Mr. Machaiah’s resignation was not the result of any disagreement with the Company or the Board regarding the Company’s financial or accounting policies or operations.

13 Table of Contents

ITEM 6. EXHIBITS

Exhibit Number		Exhibit
2.1		Asset Purchase Agreement, dated as of October 13, 2022, by and among The Healing Company Inc., HLCO Borrower, LLC, Your Super, Inc., and Shareholder Representative Services LLC (incorporated by reference to our Current Report on Form 8-K filed on October 18, 2022)
(3)		Articles of Incorporation and Bylaws
2.2		Asset Purchase Agreement, dated as of March 3, 2023, by and among the Company, Chopra HLCO and Chopra Global, LLC, and solely with respect to indemnification provisions, Deepak Chopra. (incorporated by reference to our Current Report on Form 8-K filed on March 7, 2023)
3.1		Certificate of Amendment filed with the Nevada Secretary of State on October 7, 2021, including Amended and Restated Articles of Incorporation. (incorporated by reference to our Annual Report on Form 10-K filed on October 12, 2022)
3.1		Certificate of Amendment filed with the Nevada Secretary of State on October 7, 2021, to include the Amended and Restated Articles of Incorporation (incorporated by reference to our Annual Report on Form 10-K filed on October 12, 2022).
3.2		Amended and Restated Bylaws adopted October 7, 2021 (incorporated by reference to our Annual Report on Form 10-K filed on October 12, 2022)
3.2		Certificate of Amendment filed with the Nevada Secretary of State on July 19, 2022 (incorporated by reference to our Current Report on Form 8-K filed on July 25, 2022)
3.3		Certificate of Amendment filed with the Nevada Secretary of State on July 19, 2022 (incorporated by reference to our Current Report on Form 8-K filed on July 25, 2022)
3.3		Amended and Restated By-laws (incorporated by reference to our Annual Report on Form 10-K filed on October 12, 2022).
3.4		Certificate of Amendment filed with the Nevada Secretary of State on April 26, 2023 (incorporated by reference to our Current Report on Form 8-K filed on April 25, 2023)
3.4		Certificate of Amendment filed with the Nevada Secretary of State on April 26, 2023 (incorporated by reference to our Current Report on Form 8-K filed on April 26, 2023).
(4)		Instruments defining the rights of securities holders
4.1		~~Amended and Restated Warrant dated August 4,~~2022 ~~issued~~Omnibus toIncentive ~~Westmount~~Plan ~~Group LLC~~ (incorporated by reference to our ~~Quarterly~~Current Report on Form 108-QK filed on ~~November~~July 1512, 2022)
10.1		Separation Agreement and Release of Claims, dated February 21, 2023, between the Company and Amit Kapur. (incorporated by reference to our Current Report on Form 8-K filed on February 27, 2023)
(10)		Material Contracts
10.2		Amendment to Restricted Stock Award Agreement, dated February 21, 2023, between the Company and Amit Kapur. (incorporated by reference to our Current Report on Form 8-K filed on February 27, 2023)
10.3		Lock Up/Leak Out Agreement, dated as of March 3, 2023, by and between the Company and Chopra Global, LLC. (incorporated by reference to our Current Report on Form 8-K filed on March 7, 2023)
10.4		License Agreement, effective as of March 3, 2023, by and among the Company, Chopra HLCO and Chopra Global, LLC. (incorporated by reference to our Current Report on Form 8-K filed on March 7, 2023)
10.5		Assignment and Assumption Agreement, effective as of March 3, 2023, by and among the Company, Chopra HLCO and Chopra Global, LLC. (incorporated by reference to our Current Report on Form 8-K filed on March 7, 2023)
10.6		Bill of Sale, dated as of March 3, 2023, of Chopra Global, LLC. (incorporated by reference to our Current Report on Form 8-K filed on March 7, 2023)
(31)		Rule 13a-14(a)/15d-14(a) Certifications
31.1*		Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(32)		Section 1350 Certifications
32.1*		Certification of the Chief Executive Officer (Principal Executive Officer) pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
32.2*		Certification of the Chief Financial Officer (Principal Financial Officer) pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
101.INS*		INLINE XBRL INSTANCE DOCUMENT (THE INSTANCE DOCUMENT DOES NOT APPEAR IN THE INTERACTIVE DATA FILE BECAUSE ITS XBRL TAGS ARE EMBEDDED WITHIN THE INLINE XBRL DOCUMENT)
101.SCH*		INLINE XBRL TAXONOMY EXTENSION SCHEMA
101.CAL*		INLINE XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF*		INLINE XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.LAB*		INLINE XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PRE*		INLINE XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE
104*		COVER PAGE INTERACTIVE DATA FILE (FORMATTED AS INLINE XBRL AND CONTAINED IN EXHIBIT 101)

(31)		Rule 13a-14(a)/15d-14(a) Certifications
31.1*		Certification of our Chief Executive Officer pursuant to Rule 13(a)-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended
31.2*		Certification of our Chief Financial Officer pursuant to Rule 13(a)-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended
(32)		Section 1350 Certifications
32.1#*		Certification of our Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002
32.2#*		Certification of our Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002
(101)		Interactive Data Files
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Filed herewith

1436 Table of Contents

SIGNATURES

~~Pursuant~~In toaccordance ~~the~~with ~~requirements~~Section 13 or 15(d) of the ~~Securities~~ Exchange Act ~~of 1934~~, the registrant ~~has duly~~ caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	THE HEALING COMPANY INC.
		The Healing Company Inc.
Date: May 19, 2023	By:	/s/ Simon Belsham
Dated: November 20, 2023		/s/ Wanja Oberhof
		Simon Belsham
		Wanja Oberhof
		Chief Executive Officer (Principal Executive Officer)
		Interim Chief Executive Officer(Principal Executive Officer)
Date: May 19, 2023	By:	/s/ Justin Figgins
Dated: November 20, 2023		/s/ Justin Figgins
		Justin Figgins
		Principal Financial and Accounting Officer
		Chief Financial Officer (Principal Financial and Accounting Officer)

1537

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